ASSET AND SHARE PURCHASE AGREEMENT
THIS
AGREEMENT (this "Agreement") is made as of the July 14th, 2008 (the "Effective
Date") by and among Xx. Xxx Paukman residing at (the "Buyer"), having an address
at, 0000 Xxxxxxxx, Xxx. 00x, Xxx Xxxx, XX 00000 on the one hand, and Mega Media
Group, Inc. (individually and collectively, the "Seller"), having an address at
0000 Xxxxx Xxxxxx Xxx., Xxxxx 000, Xxxxxxxx, XX 00000.
Background
The
Seller owns all right, title and interest in and to all assets relating to the
operation of VSE Magazine, Inc., a Russian language publication currently
operating under the trade name "Metpo" that is distributed in the greater New
York metro area, including all intellectual properties, brands, trade names,
trade marks, sales contracts, advertising agreements, distribution contracts,
issues of the publication past, present and future, web sites, domain names
(including, without limitation, xxx.xxxxxxxxxxxx.xxx),
causes of action against others, and any other contracts relating to the
publication, but specifically excluding any physical assets such as furniture,
computers, phones and the like, and also specifically excluding liabilities,
losses, debts, actions against the publication or the Seller, relating to the
publication or the Seller, or relating to the Seller's operation and
exploitation of the publication and related properties (individually and
collectively, the "Properties").
The
Seller desires to sell to the Buyer, and the Buyer desires to acquire, the
Properties in accordance with and pursuant to the terms of this
Agreement.
This
agreement also nullifies the agreement date November 15th, 2007.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained
herein, the parties covenant and agree as follows:
1. Purchase and Sale of the Properties.
Upon the
Effective Date, the Seller shall
sell, assign, transfer and convey all right, title and interest in and to the
Properties to the Buyer free and clear of any liens, charges, security
interests, options, encumbrances, mortgages, hypothecations, pledges,
restrictions or claims of any kind ("Liens"). The Seller shall be fully
responsible for and shall indemnify the Buyer against any and all claims,
losses, suits and damages arising out of or relating to any Liens which may
arise contrary to the Seller's representation as specified in the immediately
preceding sentence of this paragraph 1. The Seller shall deliver to the Buyer on
the Effective date all contracts relating to the Properties and the advertising,
distribution and exploitation thereof, documents evidencing ownership of the
Properties, domain names, codes, passwords, electronic files and hard copies of
all publications and other documents required or requested by the
Buyer.
1
2. The Purchase Price. The buyer
will assume an advertising credit $109,832
of owed to KSP not in cash. The buyer will also assume advertising credits in
the magazine from clients that MMG or Echo Broadcasting Group might direct up to
the amount of $50,000. In the event there are no advertising client credits then
the buyer will pay the seller $10,000.00 cash within 90 days of this
agreement.
3. Representations
of the Seller. The Seller hereby represents and warrants to the
Buyer
that:
(a) The
Seller is the sole owner of the Properties.
(b) The
Seller has full legal right, power and authority to execute and deliver this
Agreement and to take all the actions contemplated hereby.
(c) This Agreement has been
duly and validly executed and delivered on behalf of the Seller and constitutes
the legal, valid and binding obligation of the Seller in accordance with the
terms of this Agreement.
(e) The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not contravene, conflict with or violate
any agreement, contract, understanding, arrangement or charter document to which
the Seller is a party or by which the Seller or the Properties, or any of them,
may be bound.
(f) All the
tax returns that are required to be filed by the Corporation have been filed and
comply, in all material respects, with all applicable requirements.
4. Governing
Law. This Agreement, the rights and obligations hereunder, and any claims
or disputes relating hereto or thereto, shall be governed by and construed in
accordance with internal the laws of the State of New York, without regard to
its principles of conflicts of laws.
5. Venue.
Each party to this Agreement hereby agrees and consents that any legal
action or proceedings with respect to this Agreement shall only be brought in
the courts of the State of New York in New York County. By execution and
delivery of this Agreement, each such party hereby: (i) accepts the jurisdiction
of the aforesaid courts; (ii) waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the venue set forth above;
and (iii) further waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient
forum.
6. Counterparts.
This Agreement may be executed in two or more counterparts and each
counterpart, when so executed and delivered shall constitute a complete and
original instrument, and it shall not be necessary when making proof of this
Agreement or any counterpart thereto to produce or account for any other
counterparts.
2
7. Entire
Agreement. This Agreement, the other documents referred to herein which
form a part hereof, contain the entire understanding of the parties hereto with
respect
to the subject matter contained herein and therein. This Agreement supersedes
all prior agreements and understanding between the parties with respect to such
subject matter hereof
8.
Amendment
of Agreement. This Agreement shall not be altered or amended except
pursuant to any instrument or writing signed by the party against whom
enforcement is sought.
(the remainder of this page is
intentionally left blank)
3
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
|
Mega
Media Group, Inc.
|
| By: /s/ Xxxx Xxxxxxx |
|
CEO:
Mega Media Group, Inc., Xxxx Xxxxxxx
|
| Xx. Xxx Paukman |
| By: /s/ Lev Paukman |
