EXHIBIT 10.4
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is entered into as of the 10th
day of June, 2009, between Emerging Media Holdings, Inc., a Nevada corporation
("Buyer"), and IPA International Project Agency Establishment, a Corporation
organized under the laws of Liechtenstein ("Seller").
BACKGROUND
Seller owns 96,000 shares of Common Stock (the "Shares") of SC Genesis
International SA, a Corporation organized under the laws of Romania;
Buyer desires to purchase the Shares from Seller, and Seller desires to sell the
Shares to Buyer, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Purchase and Sale of Shares. Upon the basis of the representations and
warranties herein contained, and the other terms of this Agreement,
Buyer agrees to purchase the Shares from Seller, and Seller agrees to
sell, transfer, assign and deliver the Shares to Buyer, free and clear
of any liens security interests, encumbrances, claims, liabilities,
restrictions and third party right ("Liens"). The purchase price for
the Shares shall be $4,800,000 ("Purchase Price"). The closing of the
purchase and sale of the Shares (the "Closing") shall take place on
September 10, 2009, (or on such other date as the parties may
otherwise agree) at such location as the parties shall agree. At the
Closing (i) Seller shall deliver to Buyer a certificate for the Shares
duly endorsed or accompanied by stock powers duly endorsed in blank,
with any required transfer tax stamps affixed thereto and (ii) Buyer
shall deliver to Seller the Purchase Price in immediately available
funds by wire transfer to an account of Seller with a bank designated
by Seller, by notice to Buyer, not later than two business days prior
to the date of the Closing (or if not so designated, then by certified
or official bank check payable in immediately available funds to the
order of Seller in such amount).
2. Release. As further consideration for the transaction contemplated in
this Agreement, each of the parties hereby releases, relieves, waives
and forever discharges the other party and its subsidiaries, parent,
and affiliated companies and their respective shareholders, officers,
directors, employees, agents, successors and assigns from any and all
claims, demands, actions, damages, liabilities, and causes of action,
whether known or unknown, which such party may have had, may presently
have, or in the future may have or choose to have that directly or
indirectly relate to or arise out of Seller's investment or ownership
in the Shares.
3. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer as follows:
a) Seller has full power, capacity and right to execute and deliver
this Agreement and to perform his obligations hereunder.
b) This Agreement has been duly executed and delivered by Seller and
constitutes the valid and binding agreement of Seller enforceable
against Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
creditors rights or general principles of equity.
c) Seller is the record and beneficial owner of the Shares free and
clear of any Liens. At the Closing, Seller will transfer and
deliver to Buyer good and valid title to the Shares free and
clear of any Lien.
d) No approval, authorization, consent or filing is required by the
Seller in connection with the execution, delivery and performance
of this Agreement by Seller, except as may be required under the
Securities Exchange Act of 1934.
e) The execution, delivery and performance of this Agreement by
Seller does not contravene or conflict with any material
agreement, contract or other instrument, or any law, rule,
regulation, order or decree, binding upon or applicable to the
Seller.
4. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller as follows:
a) Buyer has full power, capacity, authority and right to execute
and deliver this Agreement and to perform its obligations
hereunder.
b) This Agreement has been duly authorized by all necessary action
and constitutes the valid and binding agreement of Buyer
enforceable against Buyer in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
creditors rights or by general principles of equity.
c) No approval, authorization, consent or filing is required in
connection with the execution, delivery and performance of this
Agreement by Buyer, except as may be required under the
Securities Exchange Act of 1934, as amended.
d) The execution, delivery and performance of this Agreement by
Buyer does not contravene or conflict with the articles of
incorporation or bylaws of Buyer or with any material agreement,
contract or other instrument, or any law, rule, regulation, order
or decree, binding upon or applicable to Buyer.
5. Miscellaneous.
a) The parties agree to cooperate with each other in executing and
delivering all further documents necessary to effect the purchase
and sale of the Shares, and both parties agree to cooperate with
the other for purposes of effecting the other terms of this
Agreement.
b) All representations, warranties, covenants, and obligations in
this Agreement will survive the Closing.
c) Any provision of this Agreement may be amended or waived, if, but
only if, such amendment or waiver is in writing and is signed by
both parties hereto.
d) This Agreement shall be binding upon and inure to the benefit of
each of the parties and their respective heirs, administrators,
successors, assigns and legal representatives.
e) This Agreement shall be construed in accordance with and governed
by the laws of the State of Florida, without regard to choice of
law considerations.
f) The parties agree that the terms of this Agreement, and the
discussion relating to this Agreement, are and shall remain
confidential as between the parties, unless and to the extent
disclosure is required by law, or to secure advice from a legal
or tax advisor.
g) This Agreement contains the entire agreement of the parties
hereto with respect to the purchase of the Shares and the other
transactions contemplated herein, and supersedes all prior
understandings and agreements of the parties with respect to the
subject matters hereof.
h) This Agreement may be executed in counterparts each of which
shall be an original with the same effect as if the signatures
thereto and hereto were upon the same instrument. No provision of
this Agreement is intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.
i) If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected
in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.
j) All notices, requests, consents and other communications required
or permitted hereunder shall be in writing and shall be hand
delivered or mailed postage prepaid by registered or certified
mail or transmitted by facsimile transmission (with immediate
telephonic confirmation thereafter),
I. If to the Seller, to:
or
II. If to the Buyer, to:
Or at such other address as the Buyer or Seller each may specify by written
notice to the others, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be treated as being
effective or having been given when delivered if delivered personally, upon
receipt of facsimile confirmation if transmitted by facsimile, or, if sent by
mail, at the earlier of its receipt of 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.
IN WITNESS WHEREOF, each of the undersigned has duly executed, or caused its
authorized officer to duly execute, this Agreement as of the date first set
forth above.
EMERGING MEDIA HOLDINGS, INC
By: /s/ Xxxxx Xxxxxxx, CEO
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IPA INTERNATIONAL PROJECT AGENCY Establishment
By: /s/ Ruslan Romanciuc
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