SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the ?Agreement?) is hereby made
as of July 1, 2015, by and between Media Assets Group, Inc. (the
?Company?), and Lost Art Pictures, Inc. (the "Buyer").
1. Recitals. The Parties to this Agreement desire to engage in a
private stock transaction whereby Company sells securities to
Buyer. The Company shall issue to Buyer 2,000,000 shares (the
?Shares?) of the common stock of Media Assets Group, Inc.
(?Media Assets?) which the Company anticipates will trade on
?Pink Sheets? or better. The Buyer desires to purchase the
Shares and the Company desires to sell the Shares, upon the
terms and subject to the conditions of this Agreement.
2. Purchase and Sale. Subject to the terms and conditions
hereinafter set forth, Company shall deliver to the Buyer
certificates representing the Shares, properly endorsed as
payable to Buyer, and the Buyer shall purchase from the Company
the Shares in consideration of the purchase price set forth in
this Agreement. The purchase price shall be $10,000.
3. Company?s Representations and Disclaimers. Company hereby
warrants and represents the following:
3.1. Media Assets Group, Inc. is a corporation duly organized,
validly existing and will be in good standing under Wyoming law
and has the corporate power and authority to carry on its
business as it is now being conducted.
3.2. The Company is not a party to any agreement, written or
oral, creating rights in respect to the Shares in any third
person or relating to the voting of the Shares. Company is the
lawful owner of the Shares.
4. Buyer?s Representations. Buyer hereby warrants and represents
the following:
4.1. Registration. The Buyer understands that the Shares are
being transferred without registration under the Securities Act
of 1933, as amended (the "Act"), in reliance upon exemptions
contained in Section 4(1) and 4(2) of the Act, and Regulation D
promulgated thereunder, and that such reliance is based on the
Buyer's representations set forth below.
4.2. Investment Intent. The Purchaser is acquiring the Shares
for its own account for investment, and not with a view toward
distribution thereof, and with no present intention of dividing
its interest with others or reselling or otherwise disposing of
all or any portion or the Shares. The Purchaser further
acknowledges that it does not have in mind any sale of the
Shares currently or after the passage of a fixed or determinable
period of time or upon the occurrence or non-occurrence of any
predetermined events or consequence; and that it has no present
or contemplated agreement, undertaking arrangement, obligation,
indebtedness or commitment providing for or which is likely to
compel a disposition of the Shares and is not aware of any
circumstances presently in existence that are likely in the
future to prompt a disposition of the Shares.
4.3. No Advertisement. The Buyer acknowledges that the Shares
have been offered to it in direct communication between it and
Company, and not through any advertisement of any kind.
4.4. Restrictions on Transferability. The Buyer is aware of the
restrictions of transferability of the Shares and further
understands the following:
(a) THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D
UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE
WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR
DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS
SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
(b) The Buyer understands that the Shares may only be disposed
of pursuant to either (i) an effective registration statement
under the Act, or (ii) an exemption from the registration
requirements of the Act.
(c) Media Assets and/or Company has neither filed such a
registration statement with the SEC or any state authorities nor
agreed to do so, nor contemplates doing so in the future, and in
the absence of such a registration statement or exemption, the
Buyer may have to hold the Shares indefinitely and may be unable
to liquidate them in case of an emergency.
5. Miscellaneous Provisions.
5.1. Time is of the essence with respect to each and every
provision of this Agreement and in the performance, occurrence,
fulfillment, or satisfaction of each every term and condition of
this Agreement.
5.2. This Agreement (including the exhibits hereto and any
written amendments hereof executed by the parties) constitutes
the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
Media Assets Group, Inc. Lost Art Pictures, Inc.
_/s/ Xxxx Berner________ _/s/ Xxxxxx Harden_____
By: Xxxx Xxxxxx By: Xxxxxx Xxxxxx
Its: President Its: Managing Member
