SHARE PURCHASE AGREEMENT
Exhibit
10.1
THER
AGREEMENT is made as of November 8, 2006 (the “Effective Date”) between Xxxxxxx
Xxxxx (“Xx. Xxxxx”) and BUZZ MEDIA, Ltd., a Nevada Corporation (“BUZZ MEDIA
NEVADA”).
WHEREAS:
Pursuant
to this Agreement, BUZZ MEDIA NEVADA has agreed to purchase all issued and
outstanding shares (being 100 common shares) of Buzz Media, Ltd, a Nova Scotia
company (“BUZZ MEDIA NOVA SCOTIA”), from Xxxxxxx Xxxxx. Xx. Xxxxx has agreed to
sell her 100 common shares of BUZZ MEDIA NOVA SCOTIA to BUZZ MEDIA NEVADA in
exchange for 10 common shares of BUZZ MEDIA NEVADA.
BUZZ
MEDIA NEVADA will issue and pay Xxxxxxx Xxxxx 10 common shares from its treasury
(the “Purchase Price”) as consideration for her 100 common shares of BUZZ
MEDIA NOVA SCOTIA.
NOW
THEREFORE THER AGREEMENT WITNESSES THAT in consideration of the representations,
warranties, covenants and agreements hereinafter set forth and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties represent, warrant, covenant
and agree as follows:
Purchase
and Sale
Relying
on the warranties and representations set forth in this Agreement, and subject
to the terms and conditions hereof, on November 8, 2006, BUZZ MEDIA NEVADA
will
purchase from Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx will sell, assign and transfer
to
BUZZ MEDIA NEVADA, the 100 common shares of BUZZ MEDIA NOVA SCOTIA.
Payment
of Purchase Price
BUZZ
MEDIA NEVADA shall pay and satisfy the purchase price to Xxxxx by allotting,
issuing and delivering to and registering in the name of Xxxxx 10 common shares
of BUZZ MEDIA NEVADA with a par value of $0.001 each.
Closing
Subject
to the terms and conditions hereof, the purchase and sale of the 100 common
shares of BUZZ MEDIA NOVA SCOTIA be completed and effective as of November
8,
2006.
Representation
and Warranty of Xx. Xxxxxxx Xxxxx
To
induce
BUZZ MEDIA NEVADA to enter into and complete the transaction, Xx. Xxxxx hereby
represents and warrants to and covenants with BUZZ MEDIA NEVADA that she owns
good and marketable title to the 100 common shares of BUZZ MEDIA NOVA SCOTIA
as
the legal and beneficial owner thereof free and clear.
Representations
and Warranties of BUZZ MEDIA NEVADA
BUZZ
MEDIA NEVADA hereby represents and warrants to and covenants with Xxxxx
that:
BUZZ
MEDIA NEVADA is duly organized, validly exists and is in good standing under
the
laws of its jurisdiction of incorporation,
When
issued to Xx. Xxxxx, the 10 common shares of BUZZ MEDIA NEVADA will not be
subject to any liens, security interests, encumbrances or other claims,
and
BUZZ
MEDIA NEVADA has the full power, authority, right and capacity to execute and
deliver their Agreement, to complete the transactions contemplated hereby and
to
duly observe and perform all of its covenants and obligations herein set
forth.
Additional
Provisions
Time.
Time shall be of the essence of this Agreement.
Entire
Agreement. This Agreement contains the whole agreement between the parties
in
respect of the subject matters hereof and there are no warranties,
representations, terms, conditions or collateral agreements, express, implied
or
statutory, other than as expressly set forth in this Agreement and this
Agreement supersedes all of the terms of any written or oral agreement or
understanding between the parties.
Enurement.
This Agreement shall enure to the benefit of and be binding upon Xx.Xxxxx,
BUZZ
MEDIA NEVADA and each of them and, as applicable, their heirs, executors,
administrators, successors and assigns.
IN
WITNESS WHEREOF the parties have duly executed this Agreement as November 8,
2006.
_________________________________
Xxxxxxx
Xxxxx
_________________________________
Authorized
Signatory, BUZZ MEDIA, LTD. (a
Nevada
corporation)
