STOCK PURCHASE AGREEMENT
THIS
AGREEMENT(this “Agreement”), entered
into as of this
13th
day of December, 2007, is
made by and between Xxxxx X. Xxxx
(the“Shareholder”),
Media Group South, Inc. (“MGUP”), and
Xxxxx
Xxxxxxx (the “Buyer”).
Whereas,
the Shareholders desire to sell to the Buyer and the Buyer wishes to purchase
and acquire from the Shareholders all of the Shareholders’ shares of MGUP’s
shares of capital stock, representing 72.47% of the capital stock of MGUP,
pursuant to the terms and conditions of this Agreement.
Now,
Therefore, in consideration of the representations, warranties and
agreements set forth herein, the parties hereto hereby agree as
follows:
ARTICLE
1
DEFINITIONS
AND INTERPRETATION
1.1 Definitions.
In this Agreement
the following terms will have the following meanings:
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(a)
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“Agreement”
means
this
Stock Purchase Agreement;
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(b)
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“Closing”
means
the
completion, on the date hereof, of the transactions contemplated
hereby in
accordance with Article 7 hereof;
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(c)
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“Place
of Closing” means
such place as the Buyer and MGUP may mutually agree
upon;
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(d)
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“MGUP
Accounts Payable and
Liabilities” means all accounts payable and liabilities of MGUP, on
a consolidated basis, due and owing or otherwise constituting a
binding
obligation of MGUP;
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(e)
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“MGUP
Accounts
Receivable” means all accounts receivable and other debts owing to
MGUP, on a consolidated basis, as of December 13,
2007;
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(f)
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“MGUP
Assets” means the
undertaking and all the property and assets of the MGUP Business
of every
kind and description wheresoever situated including, without limitation,
MGUP Equipment, MGUP Inventory, MGUP Material Contracts, MGUP Accounts
Receivable, MGUP Cash, MGUP Intangible Assets and MGUP Goodwill,
and all
credit cards, charge cards and banking cards issued to
MGUP;
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(g)
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“MGUP
Bank Accounts”
means all of the bank accounts, lock boxes and safety deposit boxes
of
MGUP or relating to the MGUP
Business;
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(h)
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“MGUP
Business” means all
aspects of any business conducted by
MGUP;
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(i)
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“MGUP
Cash” means all
cash on hand or on deposit to the credit of MGUP on the date
hereof;
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(j)
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“MGUP
Common Shares”
means the shares of common stock in the capital of
MGUP;
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(k)
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“MGUP
Debt to Related
Parties” means the debts owed by MGUP to any affiliate, director
or
officer of MGUP;
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(l)
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“MGUP
Equipment” means
all machinery, equipment, furniture, and furnishings used in the
MGUP
Business;
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(m)
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“MGUP
Financial
Statements” means, collectively, the unaudited consolidated
financial statements of MGUP for the fiscal year ended December
31, 2006,
and the unaudited consolidated financial statements of MGUP for
the eight
month period ended August 31, 2007;
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(n)
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“MGUP
Goodwill” means the
goodwill of the MGUP Business including the right to all corporate,
operating and trade names associated with the MGUP Business, or
any
variations of such names as part of or in connection with the MGUP
Business, all books and records and other information relating
to the MGUP
Business, all necessary licenses and authorizations and any other
rights
used in connection with the MGUP
Business;
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(o)
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“MGUP
Insurance Policies”
means the public liability insurance and insurance against loss
or damage
to the MGUP Assets and the MGUP
Business;
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(p)
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“MGUP
Intangible Assets”
means all of the intangible assets of MGUP, including, without
limitation,
MGUP Goodwill, all trademarks, logos, copyrights, designs, and
other
intellectual and industrial property of
MGUP;
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(q)
|
“MGUP
Inventory” means
all inventory and supplies of the MGUP Business as of Decembet
13,
2007;
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(r)
|
“MGUP
Material Contracts”
means the burden and benefit of and the right, title and interest
of MGUP
in, to and under all trade and non-trade contracts, engagements
or
commitments, whether written or oral, to which MGUP is entitled,
whereunder MGUP is obligated to pay or entitled to receive the
sum of $250
or more including, without limitation, any pension plans, profit
sharing
plans, bonus plans, loan agreements, security agreements, indemnities
and
guarantees, any agreements with employees, lessees, licensees,
managers,
accountants, suppliers, agents, distributors, officers, directors,
attorneys or others which cannot be terminated without liability
on not
more than one month's notice; and
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(s)
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“Shares”
shall
mean the
MGUP Common Shares to be sold to Buyer by MGUP
hereunder.
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Any
other terms defined within the text
of this Agreement will have the meanings so ascribed to them.
1.2 Captions
and Section Numbers.
The headings and section references in this Agreement are for convenience
of
reference only and do not form a part of this Agreement and are not intended
to
interpret, define or limit the scope, extent or intent of this Agreement
or any
provision thereof.
1.3 Section
References and
Schedules. Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.
1.4 Severability
of Clauses. If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had
been
executed without the invalid portion, and it is hereby declared the intention
of
the parties that this Agreement would have been executed without reference
to
any portion which may, for any reason, be hereafter declared or held to be
invalid.
ARTICLE
2
PURCHASE
AND SALE
2.1 Issuance
of the
Shares. Subject to all of the terms and conditions of this
Agreement, the Shareholders do hereby sell, assign, transfer and convey to
the
Buyer, and the Buyer does hereby purchase and accept from the Shareholders,
all
of the Shares as set forth on Exhibit A, free
and
clear of all encumbrances, liens, charges and claims, which Shares represent
72.47% of the capital stock of MGUP.
2.2 Purchase
Price; Payment. The
purchase price for the Shares is $75,000 (collectively the “Purchase Price”) and shall be
paid by wire transfer of immediately available funds or bank or certified
check
in accordance with Exhibit
A. The parties approve the distribution of the Purchase Price
as set forth on Exhibit
A.
ARTICLE
3
SHAREHOLDER
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and
Warranties. The Shareholder and MGUP jointly and severally
make the representations and warranties set forth below and intend and
acknowledge that the Buyer will rely thereon in entering into this Agreement
and
in approving and completing the transactions contemplated hereby. Any schedules
described in or contemplated by such representations and warranties shall
be
prepared both as of the date of this Agreement and as of the date of the
Closing.
The
Shareholder
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(a)
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Power
and
Capacity. The Shareholder has the power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement constitutes the
Shareholder’s valid, legal and binding obligation and is enforceable
against the Shareholder in accordance with its terms, subject,
however, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer,
moratorium
and similar laws of general applicability relating to or affecting
creditors’ rights;
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MGUP
- Corporate Status and Capacity
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(b)
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(c)
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Carrying
on
Business. MGUP conducts the business as described in their Pink
Sheet disclosure documents. MGUP is not required to register or
otherwise be qualified to carry on business in any foreign
jurisdiction;
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(d)
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Corporate
Capacity. MGUP has the corporate power, capacity and authority to
own the MGUP Assets;
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MGUP
- Capitalization
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(e)
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Authorized
Capital. The authorized capital of MGUP consists of: (i)
100,000,000 MGUP Common Shares, $0.001 par value, of which 30,356,200
MGUP
Common Shares are presently issued and outstanding; and (ii) no
Preferred
Stock.
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(f)
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No
Option. No
person, firm or corporation has any agreement, warrant or option
or any
right capable of becoming an agreement or option for the acquisition
of
MGUP Common Shares or for the purchase, subscription or issuance
of any
other securities of MGUP;
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MGUP
- Records and Financial Statements
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(g)
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Charter
Documents. The charter documents of MGUP have not been altered
since its incorporation, except as filed in the record books of
MGUP;
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(h)
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Corporate
Minute
Books. The corporate minute books of MGUP is complete and each
of
the minutes contained therein accurately reflect the actions that
were
taken at a duly called and held meeting or by consent without a
meeting.
All actions by MGUP which required director or shareholder approval
are
reflected on the corporate minute books of MGUP. MGUP is not in
violation
or breach of, or in default with respect to, any term of their
respective
Certificates of Incorporation (or other charter documents) or
by-laws.
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(i)
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MGUP
Financial
Statements. The MGUP Financial Statements present fairly, in all
material respects, the assets and liabilities (whether accrued,
absolute,
contingent or otherwise) of MGUP, on a consolidated basis, as of
the
respective dates thereof, and the sales and earnings of the MGUP
Business
during the periods covered thereby, in all material respects and
have been
prepared in substantial accordance with generally accepted accounting
principles consistently applied;
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(j)
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MGUP
Accounts Payable
and Liabilities. There are no liabilities, contingent or otherwise,
of MGUP which are not disclosed in Schedule “A” hereto or reflected in the
MGUP Financial Statements and MGUP has not guaranteed or agreed
to
guarantee any debt, liability or other obligation of any person,
firm or
corporation;
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(k)
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MGUP
Accounts
Receivable. All the MGUP Accounts Receivable result from bona fide
business transactions and services actually rendered without, to
the
knowledge and belief of MGUP, any claim by the obligor for set-off
or
counterclaim;
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(l)
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MGUP
Bank
Accounts. All of the MGUP Bank Accounts, their location, numbers
and the authorized signatories thereto are as set forth in Schedule
“C”
hereto, if any;
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(m)
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No
Debt to Related
Parties. Except as disclosed in Schedule “D” hereto, MGUP is, and
on Closing will not be, indebted to any affiliate, director or
officer of
MGUP;
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(n)
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No
Related Party Debt
to MGUP. No director or officer or affiliate of MGUP is now
indebted to or under any financial obligation to MGUP on any account
whatsoever;
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(o)
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No
Dividends.
No dividends or other distributions on any shares in the capital
of MGUP
have been made, declared or authorized since the date of MGUP Financial
Statements;
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(p)
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No
Payments. No
payments of any kind have been made or authorized since the date
of the
MGUP Financial Statements to or on behalf of officers, directors,
shareholders or employees of MGUP or under any management agreements
with
MGUP, except payments made in the ordinary course of business and
at the
regular rates of salary or other remuneration payable to
them;
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(q)
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No
Pension
Plans. There are no pension, profit sharing, group insurance
or
similar plans or other deferred compensation plans affecting
MGUP;
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(r)
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No
Adverse
Events. Since the date of the MGUP Financial
Statements
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(i)
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there
has not been any adverse change in the financial position or condition
of
MGUP, its liabilities or the MGUP Assets or any damage, loss or
other
change in circumstances affecting MGUP, the MGUP Business or the
MGUP
Assets or MGUP’s right to carry on the MGUP Business, other than changes
in the ordinary course of business,
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(ii)
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there
has not been any damage, destruction, loss or other event (whether
or not
covered by insurance) adversely affecting MGUP, the MGUP Business
or the
MGUP Assets,
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(iii)
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there
has not been any increase in the compensation payable or to become
payable
by MGUP to any of MGUP’s officers, employees or agents or any bonus,
payment or arrangement made to or with any of
them,
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(iv)
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the
MGUP Business has been and continues to be carried on in the ordinary
course,
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(v)
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MGUP
has not waived or surrendered any right of material
value,
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(vi)
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MGUP
has not discharged or satisfied or paid any lien or encumbrance
or
obligation or liability other than current liabilities in the ordinary
course of business, and
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(vii)
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no
capital expenditures in excess of $250 individually or $500 in
total have
been authorized or made.
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MGUP
- Income Tax Matters
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(s)
|
Tax
Returns.
All tax returns and reports of MGUP required by law to be filed
have been
filed and are true, complete and correct, and any taxes payable
in
accordance with any return filed by MGUP or in accordance with
any notice
of assessment or reassessment issued by any taxing authority have
been so
paid;
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(t)
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Current
Taxes.
Adequate provisions have been made for taxes payable for the current
period for which tax returns are not yet required to be filed and
there
are no agreements, waivers, or other arrangements providing for
an
extension of time with respect to the filing of any tax return
by, or
payment of, any tax, governmental charge or deficiency by
MGUP. There are no contingent tax liabilities or any grounds
which would prompt a reassessment including aggressive treatment
of income
and expenses in filing earlier tax
returns;
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MGUP
- Applicable Laws and Legal Matters
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(u)
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Licenses.
MGUP
holds all licenses and permits as may be requisite for carrying
on the
MGUP Business in the manner in which it has heretofore been carried
on,
which licenses and permits have been maintained and continue to
be in good
standing except where the failure to obtain or maintain such licenses
or
permits would not have an adverse effect on the MGUP
Business;
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(v)
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Applicable
Laws. MGUP has not been charged with or received notice of breach
of any laws, ordinances, statutes, regulations, by-laws, orders
or decrees
to which they are subject or which apply to them the violation
of which
would have an adverse effect on the MGUP Business (greater than
$250), and
to MGUP’s knowledge, MGUP is not in breach of any laws, ordinances,
statutes, regulations, bylaws, orders or decrees the contravention
of
which would result in an adverse impact on the MGUP
Business;
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(w)
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Pending
or Threatened
Litigation. There is no litigation or administrative or
governmental proceeding pending or threatened against or relating
to MGUP,
the MGUP Business, or any of the MGUP Assets nor does MGUP have
any
knowledge after due investigation of any deliberate act or omission
of
MGUP that would form any basis for any such action or
proceeding;
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(x)
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No
Bankruptcy.
MGUP has not made any voluntary assignment or proposal under applicable
laws relating to insolvency and bankruptcy and no bankruptcy petition
has
been filed or presented against MGUP and no order has been made
or a
resolution passed for the winding-up, dissolution or liquidation
of
MGUP;
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(y)
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Labor
Matters.
MGUP is not party to any collective agreement relating to the MGUP
Business with any labor union or other association of employees
and no
part of the MGUP Business has been certified as a unit appropriate
for
collective bargaining or, to the best knowledge of MGUP, has made
any
attempt in that regard;
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(z)
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Finder's
Fees.
MGUP is not party to any agreement which provides for the payment
of
finder's fees, brokerage fees, commissions or other fees or amounts
which
are or may become payable to any third party in connection with
the
execution and delivery of this Agreement and the transactions contemplated
herein;
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Execution
and Performance of Agreement
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(aa)
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Authorization
and
Enforceability. The completion of the transactions contemplated
hereby, have been duly and validly authorized by all necessary
corporate
action on the part of MGUP;
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(bb)
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No
Violation or
Breach. The execution and performance of this Agreement will
not:
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(i)
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violate
the charter documents of MGUP or result in any breach of, or default
under, any loan agreement, mortgage, deed of trust, or any other
agreement
to which MGUP is a party,
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(ii)
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give
any person any right to terminate or cancel any agreement including,
without limitation, the MGUP Material Contracts, or any right or
rights
enjoyed by MGUP,
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(iii)
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result
in any alteration of MGUP’s obligations under any agreement to which MGUP
is a party including, without limitation, the MGUP Material
Contracts,
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(iv)
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result
in the creation or imposition of any lien, encumbrance or restriction
of
any nature whatsoever in favor of a third party upon or against
the MGUP
Assets,
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(v)
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result
in the imposition of any tax liability to MGUP relating to the
MGUP
Assets, or
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(vi)
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violate
any court order or decree to which MGUP is
subject;
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MGUP
Assets - Ownership and Condition
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(cc)
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Business
Assets. The MGUP Assets comprise all of the property and assets
of
the MGUP Business, and no other person, firm or corporation owns
any
assets used by MGUP in operating the MGUP Business, whether under
a lease,
rental agreement or other
arrangement;
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(dd)
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Title.
MGUP is
the legal and beneficial owner of the MGUP Assets, free and clear
of all
mortgages, liens, charges, pledges, security interests, encumbrances
or
other claims whatsoever;
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(ee)
|
No
Option. No
person, firm or corporation has any agreement or option or a right
capable
of becoming an agreement for the purchase of any of the MGUP
Assets;
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(ff)
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MGUP
Insurance
Policies. MGUP does not maintain the public liability insurance
and
insurance against loss or damage to the MGUP Assets and the MGUP
Business;
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(gg)
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MGUP
Material
Contracts. The MGUP Material Contracts listed in Schedule “I”
constitute all of the material contracts of MGUP, if
any;
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(hh)
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No
Default.
There has not been any default in any obligation of MGUP or any
other
party to be performed under any of the MGUP Material Contracts,
each of
which is in good standing and in full force and effect and unamended
(except as disclosed in Schedule “I” hereto, if applicable), and MGUP is
not aware of any default in the obligations of any other party
to any of
the MGUP Material Contracts;
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(ii)
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No
Compensation on
Termination. There are no agreements, commitments or understandings
relating to severance pay or separation allowances on termination
of
employment of any employee of MGUP. MGUP is not obliged to pay
benefits or
share profits with any employee after termination of employment
except as
required by law;
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MGUP
Assets - MGUP Equipment
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(jj)
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MGUP
Equipment.
The MGUP Equipment has been maintained in a manner consistent with
that of
a reasonably prudent owner and such equipment is in good working
condition;
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MGUP
Assets - MGUP Goodwill and Other Assets
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(kk)
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MGUP
Goodwill.
MGUP does not carry on the MGUP Business under any other business
or trade
names. MGUP does not have any knowledge of any infringement by
MGUP of any
patent, trademarks, copyright or trade
secret;
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MGUP
Business
|
(ll)
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Maintenance
of
Business. Since the date of the MGUP Financial Statements, MGUP
has
not entered into any agreement or commitment except as disclosed
herein;
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(mm)
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Subsidiaries.
MGUP does not own any subsidiaries and does not otherwise own,
directly or
indirectly, any shares or interest in any other corporation, partnership,
joint venture or firm; and
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MGUP
- Shares
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(nn)
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Shares.
The
Shares when delivered to the Buyer shall be validly issued and
outstanding
as fully paid and non-assessable shares and the Shares shall be
transferable upon the books of MGUP, in all cases subject to the
provisions and restrictions of all applicable securities
laws.
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3.2 Survival.
The representations and
warranties herein will be true at and as of the date hereof in all material
respects. Notwithstanding the completion of the transactions
contemplated hereby, the waiver of any condition contained herein (unless
such
waiver expressly releases a party from any such representation or warranty)
or
any investigation made by the Buyer, the representations and warranties made
herein shall survive the Closing and be effective for a period of twelve
months
(12) months from the date hereof.
3.3 Indemnity.
The Shareholder
agrees to indemnify and save harmless the Buyer from and against any and
all
claims, demands, actions, suits, proceedings, assessments, judgments, damages,
costs, losses and expenses, including any payment made in good faith in
settlement of any claim (subject to the right of the Shareholder to defend
any
such claim), resulting from the breach by them of any representation or warranty
made under this Agreement or from any misrepresentation in or omission from
any
certificate or other instrument furnished or to be furnished by MGUP to the
Buyer hereunder.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF THE BUYER
4.1 Representations
and
Warranties. The Buyer makes the representations and warranties set forth
below and intend and acknowledge that MGUP and the Shareholder will rely
thereon
in entering into this Agreement and in approving and completing the transactions
contemplated hereby. Any schedules described in or contemplated by such
representations and warranties shall be prepared both as of the date of this
Agreement and as of the date of the Closing.
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(a)
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Power
and
Capacity. The Buyer has the power, authority and capacity to enter
into this Agreement and to consummate the transactions contemplated
hereby. This Agreement constitutes the Buyer’s valid, legal and
binding obligation and is enforceable against it in accordance
with its
terms, subject, however, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of
equity, regardless of whether such enforceability is considered
in equity
or at law;
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(b)
|
No
Conflict. Neither the execution and delivery of this
Agreement by the Buyer, nor compliance with any of the provisions
hereof,
nor the consummation of the transactions contemplated hereby, will:
(a)
result in a default, or give rise to any right of termination,
cancellation or acceleration, under any term, condition or provision
of
any contract or other instrument or obligation to which the Buyer
is a
party or by which its assets may be bound; or (b) violate any order,
writ,
injunction or decree applicable to the Buyer, or any of its properties
or
assets.
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(c)
|
Legal
Proceedings,
Etc. There
is no legal,
equitable, administrative or arbitration action, suit, proceeding
or known
investigation pending or threatened against or affecting the
Buyer. There is no judgment, decree, injunction, rule or order
of any court, governmental department, commission, agency, instrumentality
or arbitrator outstanding against the Buyer and there is no basis
for any
action, suit, proceeding or investigation against the
Buyer.
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4.2 Survival.
The representations and
warranties of the Buyer contained herein will be true at and as of Closing
in
all material respects as though such representations and warranties were
made as
of such time. Notwithstanding the completion of the transactions
contemplated hereby, the waiver of any condition contained herein (unless
such
waiver expressly releases a party from any such representation or warranty)
or
any investigation made by the Shareholder, the representations and warranties
of
the Buyer made herein shall survive the Closing and be effective for a period
of
twelve (12) months from the date hereof.
4.3 Indemnity.
The Buyer agrees to
indemnify and save harmless MGUP and the Shareholder from and against any
and
all claims, demands, actions, suits, proceedings, assessments, judgments,
damages, costs, losses and expenses, including any payment made in good faith
in
settlement of any claim (subject to the right of the Buyer to defend any
such
claim), resulting from the breach by any of them of any representation or
warranty of such party made under this Agreement or from any misrepresentation
in or omission from any certificate or other instrument furnished or to be
furnished by the Buyer to the Shareholder hereunder.
4.4 Escrow.
The full amount of the
Purchase Price has been placed in escrow (the “Escrow Proceeds”) with JPF
Securities Law, LLC. Upon Closing of the transactions contemplated
hereby, the Parties hereby authorize the release of the Escrow Proceeds as
follows: $75,000 to the Seller.
ARTICLE
5
FURTHER
COVENANTS
5.1 Legend. The
Buyer agrees to the imprinting of the following legend on any certificates
representing the Shares:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES ARE “RESTRICTED SECURITIES” WITHIN
THE MEANING OF RULE 144(3) OF THE SECURITIES ACT AND MAY NOT BE RESOLD PUBLICLY
UNDER RULE 144 UNTIL CERTAIN HOLDING PERIOD REQUIREMENTS ARE MET.”
5.2 Expenses
of the
Parties. Except as otherwise expressly provided in this
Agreement, all expenses incurred by any party to this Agreement in the
preparation, negotiation, authorization and consummation of this Agreement
and
the transactions contemplated hereby, including all fees and expenses of
agents,
representatives, counsel and accountants, shall be borne solely by the party
incurring such expense(s), with the caveat that any expenses incurred by
MGUP
shall be paid prior to the Closing of the transactions contemplated
hereby.
5.3 Further
Assurances. Each party shall cooperate with the other, take
such further action and execute and deliver such further documents as may
be
reasonably requested by any other party in order to carry out the terms and
purposes of this Agreement.
ARTICLE
6
CONDITIONS
PRECEDENT
6.1 Conditions
Precedent in favor of MGUP
and the Shareholder. The obligations of MGUP and the Shareholder to carry
out the transactions contemplated hereby are subject to the fulfillment of
each
of the following conditions precedent on or before the Closing:
|
(a)
|
all
documents or copies of documents required to be executed and delivered
to
MGUP hereunder will have been so executed and
delivered;
|
|
(b)
|
all
of the terms, covenants and conditions of this Agreement to be
complied
with or performed by the Buyer at or prior to the Closing will
have been
complied with or performed; and
|
|
(c)
|
the
transactions contemplated hereby shall have been approved by all
other
regulatory authorities having jurisdiction over the subject matter
hereof,
if any.
|
6.2
Waiver
by MGUP and the
Shareholder. The conditions precedent set out in the preceding section
are inserted for the exclusive benefit of MGUP and the Shareholder and any
such
condition may be waived in whole or in part by MGUP or the Shareholder at
or
prior to Closing by delivering to the Buyer a written waiver to that effect
signed by MGUP or the Shareholder, as the case may be. In the event that
the
conditions precedent set out in the preceding section are not satisfied on
or
before the Closing, the Shareholder shall be released from all obligations
under
this Agreement.
6.3 Conditions
Precedent in Favor of the
Buyer. The obligation of the Buyer to carry out the transactions
contemplated hereby is subject to the fulfillment of each of the following
conditions precedent on or before the Closing:
|
(a)
|
all
documents or copies of documents required to be executed and delivered
to
the MGUP or the Shareholder hereunder will have been so executed
and
delivered;
|
|
(b)
|
all
of the terms, covenants and conditions of this Agreement to be
complied
with or performed by the Shareholder or MGUP at or prior to the
Closing
will have been complied with or
performed;
|
|
(c)
|
MGUP
will have delivered the Shares, duly and validly issued, to the
Buyer at
the Closing;
|
|
(d)
|
title
to the Shares will be free and clear of all mortgages, liens, charges,
pledges, security interests, encumbrances or other claims
whatsoever;
|
|
(e)
|
MGUP
shall terminate their current transfer agent and transfer the account
to
Guardian Registrar & Transfer,
Inc.;
|
|
(h)
|
the
transactions contemplated hereby shall have been approved by all
other
regulatory authorities having jurisdiction over the subject matter
hereof,
if any;
|
|
(i)
|
the
completion of the transfer of all assets and liabilities of MGUP
on or
prior to the Closing will have been completed to the satisfaction
of the
Buyer, which transfer shall reflected in the schedules provided
to the
Buyer as of the date of the Closing;
and
|
6.4 Waiver
by the Buyer. The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of the Buyer and any such condition may be waived in whole
or
in part by the Buyer at or prior to the Closing by delivering to MGUP and
Shareholder a written waiver to that effect signed by the Buyer. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing the Buyer shall be released from all obligations
under
this Agreement.
6.5 Confidentiality
Notwithstanding any provision herein to the contrary, the parties hereto
agree
that the existence and terms of this Agreement are confidential and that
if this
Agreement is terminated pursuant to the preceding section the parties agree
to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation
and
execution of this Agreement and shall keep the terms of this Agreement and
all
information and documents received from the other party and the contents
thereof
confidential and not utilize nor reveal or release same.
ARTICLE
7
CLOSING
7.1 Closing.
The sale of the
Shares and the other transactions contemplated by this Agreement will be
closed
at the Place of Closing in accordance with the closing procedure set out
in this
Article.
7.2 Closing
Deliveries of the Buyer.
On or before the Closing, the Buyer will deliver or cause to be delivered
to the Shareholder:
|
(a)
|
this
Agreement, duly executed by the
Buyer;
|
|
(b)
|
the
Purchase Price
|
|
(c)
|
all
reasonable consents or approvals required to be obtained by the
Buyer for
the purposes of completing the transaction contemplated herein
and
preserving and maintaining the interests of the Buyer;
and
|
|
(d)
|
such
other documents as MGUP may reasonably require to give effect to
the terms
and intention of this Agreement.
|
7.3 Closing
Deliveries of
MGUPand
Shareholder. On or before the Closing, MGUP and the Shareholder shall
deliver or cause to be delivered to the Buyer:
|
(a)
|
this
Agreement, duly executed by the
Shareholder;
|
|
(b)
|
medallion
stamped share certificates representing the
Shares;
|
|
(c)
|
updated
schedules of MGUP and the Shareholder, dated as of the date of
the
Closing;
|
|
(d)
|
a
certified copy of a resolution of the directors of MGUP dated as
of the
date of Closing appointing Xxxxx Xxxxxxx as Chief Executive Office,
Treasurer, Secretary and Vice President of
MGUP;
|
|
(e)
|
a
certified copy of a resolution of the directors of MGUP dated as
of the
date of Closing appointing Xxxxx Xxxxxxx to the board of directors
of MGUP
effective immediately;
|
|
(f)
|
resignations
of all directors other than Xxxxx Xxxxxxx, as directors of MGUP
dated as
of Closing;
|
|
(g)
|
resignations
of all officers other than Xxxxx Xxxxxxx, as officers of MGUP dated
as of
Closing;
|
|
(h)
|
all
reasonable consents or approvals required to be obtained by the
Buyer for
the purposes of completing the transaction contemplated herein
and
preserving and maintaining the interests of the
Buyer;
|
|
(i)
|
delivery
of two letters from the Company regarding their transfer agent,
the first
from the old transfer agent indicating that there is no outstanding
balance on the account and the second letter addressed to the new
transfer
agent authorizing the Buyer’s designees to make transfers on the
account;
|
|
(j)
|
MGUP
corporate book;
|
|
(k)
|
|
(l)
|
such
other documents as the Buyer may reasonably require to give effect
to the
terms and intention of this
Agreement.
|
ARTICLE
8
POST-CLOSING
MATTERS
Forthwith
after the Closing, the
Buyer and the Shareholder agree to use all their best efforts to:
|
(a)
|
take
such steps are required to change the name of MGUP to as Buyer
may
determine.
|
ARTICLE
9
GENERAL
PROVISIONS
9.1 Arbitration.
The parties
hereto shall attempt to resolve any dispute, controversy, difference or claim
arising out of or relating to this Agreement by negotiation in good
faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter
to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in Las Vegas, Nevada.
9.2 Notice.
Any notice required or
permitted to be given by any party will be deemed to be given when in writing
and delivered to the address for notice of the intended recipient by personal
delivery, prepaid single certified or registered mail, or telecopier. Any
notice
delivered by mail shall be deemed to have been received on the fourth business
day after and excluding the date of mailing, except in the event of a disruption
in regular postal service in which event such notice shall be deemed to be
delivered on the actual date of receipt. Any notice delivered personally
or by
telecopier shall be deemed to have been received on the actual date of
delivery.
9.3
Addresses
for Service. The
address for service of notice of each of the parties hereto is as
follows:
|
(a)
|
the
Shareholder:
|
___
___
___
|
(b)
|
the
Buyer:
|
Xxxxx
Xxxxxxx
_____
_____
_____
9.4 Change
of Address. Any party
may, by notice to the other parties change its address for notice to some
other
address in North America and will so change its address for notice whenever
the
existing address or notice ceases to be adequate for delivery by hand. A
post
office box may not be used as an address for service.
9.5 Amendment. This
Agreement may be amended only by a writing executed by each of the parties
hereto.
9.6 Entire
Agreement. The
provisions contained herein constitute the entire agreement among the Buyer
and
the Shareholder respecting the subject matter hereof and supersede all previous
communications, representations and agreements, whether verbal or written,
among
the Buyer and the Shareholder with respect to the subject matter
hereof.
9.7 Enurement.
This Agreement will
enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and permitted
assigns.
9.9 Assignment.
This Agreement is
not assignable without the prior written consent of the parties
hereto.
9.10 Counterparts.
This Agreement
may be executed in counterparts, each of which when executed by any party
will
be deemed to be an original and all of which counterparts will together
constitute one and the same Agreement. Delivery of executed copies of this
Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
9.11 Governing
Law. This Agreement
shall be governed by and construed in accordance with the laws of the State
of
Nevada applicable to agreements made and to be performed entirely within
such
State. The parties agree to be subject to the exclusive jurisdiction
and venue of the state and federal courts located in Xxxxx County,
Nevada.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.
Shareholder:
_________________________
Name:
Xxxxx X. Xxxx, Individual
Media
Group South, Inc.
By:______________________
Name:
Xxxxx X. Xxxx
Title: President
and
Director
Buyer:
_________________________
Name:
Xxxxx Xxxxxxx, Individual
Exhibit
A
|
Name
of Shareholder
|
Number
of Shares
|
Percent
of Outstanding
|
||||||
|
Xxxxx
X. Xxxx
|
22,000,000 | %72.47 | ||||||
PURCHASE
PRICE
|
Name
|
Dollar
Amount
|
|||
|
Xxxxx
Xxxxxxx
|
$ | 75,000 | ||
