SHAREHOLDERS AGREEMENTShareholders Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
GLOBOSAT PROGRAMADORA LTDA., a Brazilian limited liability company (sociedade limitada), with headquarters at Rua Itapiru 1209, Rio Comprido, Rio de Janeiro, RJ, Brazil (hereinafter referred to as “Globosat”); and
PARENT COMPANY AGREEMENTParent Company Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
GLOBOSAT PROGRAMADORA LTDA., a Brazilian limited liability company, with headquarters at Rua Itapiru 1209, Rio Comprido, Rio de Janeiro, RJ, Brazil, (hereinafter referred to as “Globosat”);
SHARE PURCHASE AGREEMENT BY AND AMONG CLAXSON CHILE, S.A. as “Seller” AND CLAXSON INTERACTIVE GROUP, INC. as “Guarantor” AND GRUPO LATINO DE RADIODIFUSIÓN CHILE LIMITADA AND GLR SERVICES, INC. as “Buyers” dated December 22, 2006Share Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
This share purchase agreement (the “Agreement”) is entered into on December 22, 2006, by and among (i) CLAXSON CHILE, S.A., a corporation organized and existing under the laws of Chile, with a registered office at Avenida Eliodoro Yáñez Nº1783, Providencia, Santiago, Chile, Tax Identification (“RUT”) No. 96.863.830-0, represented by José Antonio Ituarte (hereinafter referred to as “SELLER” or “CLAXSON CHILE”); and (ii) CLAXSON INTERACTIVE GROUP, INC., a corporation organized and existing under the laws of the British Virgin Islands, with a registered office at 1550 Biscayne Boulevard, Ground Floor, Miami, FL 33132, United States, represented by _______________________ (hereinafter referred to as “CLAXSON INTERACTIVE” or the “GUARANTOR”), party of the first part; and (i) GRUPO LATINO DE RADIODIFUSIÓN CHILE LIMITADA or GLR CHILE LIMITADA, a limited liability company organized and existing under the laws of Chile, with a registered office at Avenida Los Leones 2255, Oficina 604, Providenc
STOCK PURCHASE AGREEMENT Among CLAXSON INTERACTIVE GROUP INC, CLAXSON USA II, INC. EL SITIO, INC. SANTORI N.V. MOREHAVEN INVESTMENTS, INC., MADARY S.A., TURNER INTERNATIONAL, INC. TURNER INTERNATIONAL HOLDING COMPANY and TURNER INTERNATIONAL LATIN...Stock Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2006, by and among Claxson Interactive Group Inc., a British Virgin Islands company (“Claxson”), Claxson USA II, Inc., a Florida corporation (“Claxson USA”), El Sitio, Inc., a British Virgin Islands company (“El Sitio”), Santori N.V., a Netherlands Antilles corporation (“Santori”), Morehaven Investments, Inc., a British Virgin Islands company (“Morehaven”) and Madary S.A., a Uruguayan company (“Madary” , together with, Claxson, Claxson USA, El Sitio, Santori, and Morehaven are referred to herein as the “Sellers”) and Turner International, Inc., a Georgia corporation (“TII”), Turner International Holding Company, a Georgia corporation (“TIHC”) and Turner International Latin America Networks LLC, a Georgia limited liability company (“TILAN” and together with TII and TIHC, the “Purchasers”).
ContractStock Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
FIRST AMENDMENT dated as of October 3, 2007 (this “Amendment”) to the STOCK PURCHASE AGREEMENT dated as of December 14, 2006 (the “Stock Purchase Agreement”) by and among CLAXSON INTERACTIVE GROUP INC., a British Virgin Islands company (“Claxson”), CLAXSON USA II, INC., a Florida corporation (“Claxson USA”), EL SITIO, INC., a British Virgin Islands company (“El Sitio”), SANTORI N.V., a Netherlands Antilles corporation (“Santori”), MOREHAVEN INVESTMENTS, INC., a British Virgin Islands company (“Morehaven”) and MADARY S.A., a Uruguayan company (“Madary” , together with, Claxson, Claxson USA, El Sitio, Santori, and Morehaven are referred to herein as the “Sellers”) and TURNER INTERNATIONAL, INC., a Georgia corporation (“TII”), TURNER INTERNATIONAL HOLDING COMPANY, a Georgia corporation (“TIHC”) and TURNER INTERNATIONAL LATIN AMERICA NETWORKS LLC, a Georgia limited liability company (“TILAN” and together with TII and TIHC, the “Turner Entities”).
