f8k011908ex10i_mmg.htm


     

     

    Exhibit
10.1

     

     

    
      SHARE PURCHASE
AGREEMENT

      
         

        This
Agreement (the “Agreement”) is made as of January 16th, 2009
by and between Mega Media Group, Inc., [a Nevada corporation] having an address
at 1122 Coney Island Avenue, Brooklyn, NY 11235 (the “Company”), and Gap Asset
Management (the “Buyer”).

        


        W I T N E S S E T
H:

         

        WHEREAS,
the Buyer desires to purchase and the Company desires to issue and sell, upon
the terms and conditions set forth in this Agreement, 7,700,000 shares of common
stock of the Company’s common stock referred to as the “Shares”

         

        WHEREFORE,
the parties hereto hereby agree as follows:

         

        1.           Sale of the Purchase
Shares.  Subject to the terms and conditions of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
contained in this Agreement, the Company shall sell the Shares to the Buyer, and
the Buyer shall purchase the Shares from the Company for an aggregate purchase
price (the “Purchase Price”) of $77,000.00 to be paid in the following
manner:

         

        
          	
                  (a)  

                	
                  $77,000.00
      at Closing (as defined below) by wire transfer to the
    Company;

                


        

         

        2.           The
Buyer will also have an option to purchase up to an additional 40,000,000 shares
of the company at a price of $0.01 cents per share for a total of $400,000.00.
This option will expire On January 29, 2009.

         

        3.           Closing.

         

        (a)  The
Closing shall occur on January 20,2009. On the Closing Date, the Company shall
sell the Shares to the Buyer.  At the Closing:

         

        (i) The
Company shall deliver to the Buyer share certificates for a total of 7,7000,000
shares of the Company

         

        (ii) The Buyer
shall pay the purchase price of $77,000.00 for the Shares by wire transfer to
the Company pursuant to the wire instructions set forth on Schedule A attached
hereto.

         

        (b)  At
and at any time after the Closing, the parties shall duly execute, acknowledge
and deliver all such further assignments, conveyances, instruments and
documents, and shall take such other action consistent with the terms of this
Agreement to carry out the transactions contemplated by this
Agreement.

         

        (c)    All
representations, covenants and warranties of the Buyer and the Company contained
in this Agreement shall be true and correct on and as of the Closing Date with
the same effect as though the same had been made on and as of such
date.

         

        4.           Representations and
Warranties of the Company.  The Company hereby makes the
following representations and warranties to the Buyer:

         

      

       

      
        
          
          

        

        
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      (a) The
Company has the requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby and otherwise to carry out
the Company’s obligations hereunder.  No consent, approval or
agreement of any individual or entity is required to be obtained by the Company
in connection with the execution and performance by the Company of this
Agreement or the execution and performance by the Company of any agreements,
instruments or other obligations entered into in connection with this
Agreement.

       

      (b) Other
than as disclosed in its filings with the SEC, there is no private or
governmental action, suit, proceeding, claim, arbitration or investigation
pending before any agency, court or tribunal, foreign or domestic, or, to the
Company’s knowledge, threatened against the Company or any of the Company’s
properties.  There is no judgment, decree or order against the Company
that could prevent, enjoin, alter or delay any of the transactions contemplated
by this Agreement.

       

      (c) Other
than as disclosed in its filings with the SEC, there are no material claims,
actions, suits, proceedings, inquiries, labor disputes or investigations pending
or, to the Company’s knowledge, threatened against the Company or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation. No bankruptcy, receivership or debtor relief
proceedings are pending or, to the Company’s knowledge, threatened against the
Company.

       

      (d) The
Company has complied with, is not in violation of, and has not received any
notices of violation with respect to, any U.S. Federal or State law, judgment,
decree, injunction or order, applicable to it, the conduct of its business, or
the ownership or operation of its business.    References in
this Agreement to “Laws” shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).

       

      5.           Representations and
Warranties of the Buyer.  The Buyer hereby represents and
warrants to the Company that Buyer has the requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated hereby
and otherwise to carry out its obligations hereunder.  No consent,
approval or agreement of any individual or entity is required to be obtained by
the Buyer in connection with the execution and performance by the Buyer of this
Agreement or the execution and performance by the Buyer of any agreements,
instruments or other obligations entered into in connection with this
Agreement.

       

                    
(a)  Own
Account.  The Buyer understands that the Shares are “restricted
securities” and have not been registered under the Securities Act or any
applicable state securities law and is acquiring the Shares as principal for its
own account and not with a view to or for distributing or reselling such Shares
or any part thereof, has no present intention of distributing any of such Shares
and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Shares (this
representation and warranty not limiting the Buyer’s right to sell the Shares
otherwise in compliance with applicable federal and state securities
laws).  The Buyer is acquiring the Shares hereunder in the ordinary
course of its business.  The undersigned acknowledges that (i) the
Shares will be issued pursuant to applicable exemptions from registration under
the Act and any applicable state securities laws, and (ii) the Shares have not
been registered under the Act, in reliance on the exemption from registration
provided by Section 4(2) thereof.  In connection therewith, the
undersigned hereby covenants and agrees that it will not offer, sell, or
otherwise transfer the Shares unless and until it obtains the consent of the
Company and such Shares are registered pursuant to the Act and the laws of all
jurisdictions which in the opinion of the Company may be applicable or unless
such Shares are, in the opinion of the Company, otherwise exempt from
registration thereunder.

       

       

      
        
          
          

        

        
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      (b)  Buyer
Status.  At the time the Buyer was offered the Shares, it was,
and at the date hereof it is either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or
(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the
Securities Act.  The Buyer is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.

       

      (c)  Experience of The
Buyer.  The Buyer, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the merits and
risks of such investment.  The Buyer has had the opportunity to ask
questions and obtain information necessary to make an investment
decision.  To the extent the undersigned has taken advantage of such
opportunity, they have received satisfactory answers concerning the purchase of
the Shares.  Buyer understands that the offer and sale of the Shares
is being made only by means of this Agreement.  Buyer understands that
the Company has not authorized the use of, and Buyer confirms that Buyer is not
relying upon any other information, written or oral, other than material
contained in this Agreement, the Offering Memorandum accompanying this Agreement
and the Transaction Documents.  The Buyer is able to bear the economic
risk of an investment in the Shares and, at the present time, is able to afford
a complete loss of such investment and its financial condition is such that it
has no need for liquidity with respect to its investment in the Shares to
satisfy any existing or contemplated undertaking or indebtedness.  The
Buyer has discussed with its professional, legal, tax and financial advisers the
suitability of an investment in the Company by the undersigned for its
particular tax and financial situation.  All information that the
undersigned has provided to the Company concerning itself and its financial
position is correct and complete as of the date set forth below, and if there
should be any material change in such information, the undersigned will
immediately provide such information to the Company.

       

      (d)  General
Solicitation.  The Buyer is not purchasing the Shares as a
result of any advertisement, article, notice or other communication regarding
the Shares published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general
solicitation or general advertisement.  The Buyer did not enter into
any discussions or initiate any contacts (in each case, regarding the offer or
sale of the Shares) as a result of any General Solicitation, nor did the Buyer
decide to enter into this Agreement as a result of any General Solicitation. As
used herein, “General Solicitation” means any general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities
Act.

       

      6.            Transfer
Restrictions.

       

      (a)  The
Shares may only be disposed of in compliance with state and federal securities
laws.  In connection with any transfer of Shares other than pursuant
to an effective registration statement or Rule 144, to the Company or to an
Affiliate of the Buyer, the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and
reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company and the Transfer Agent, to the
effect that such transfer does not require registration of such transferred
Shares under the Securities Act.  As a condition of transfer, any such
transferee shall agree in writing to be bound by the terms of this Agreement and
shall have the rights of a Buyer under this Agreement.

       

       

      
        
          
          

        

        
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      (b)  The
Buyers agree to the imprinting, so long as is required by this Section 5, of a
legend on the Shares in the following form:

       

      THIS
SECURITY HAS 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.

        

      7.           Miscellaneous.

       

      (a)  Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties, superseding and terminating any and all prior or contemporaneous
oral and written agreements, understandings or letters of intent between or
among the parties with respect to the subject matter of this
Agreement.  No part of this Agreement may be modified or amended, nor
may any right be waived, except by a written instrument which expressly refers
to this Agreement, states that it is a modification or amendment of this
Agreement and is signed by the parties to this Agreement, or, in the case of
waiver, by the party granting the waiver.

       

      (b) Severability.  If
any section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.

       

      (c) Notices.  All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier, mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 7(c).  Notices shall be
deemed to have been received on the date of personal delivery or telecopy or
attempted delivery.  Notice shall be delivered to the parties at the
following addresses:

       

      If to the
Buyer:                                     Gap
Asset Management, LLC.

      


      If to the
Company:                               Mega
Media Group, Inc.

      1122
Coney Island Avenue

      Brooklyn,
NY 11235

      Attn:
Alex Shvarts

      


      With a
copy
to:                                    Anslow
& Jaclin, LLP

      195 Route
9, Suite 204

      Manalapan,
NJ 07726

      Attn:
Gregg E. Jaclin, Esq.

      


      Either
party may, by like notice, change the address, person or telecopier number to
which notice shall be sent.

       

       

      
        
          
          

        

        
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      (d) Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed wholly within such State, without regard to any
principles of conflicts of law.

       

      (e) Parties to Pay Own
Expenses.  Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with the
preparation of this Agreement, the consummation of the transactions contemplated
by this Agreement and related expenses.

       

      (f) Successors.  This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that neither party may assign this Agreement or any of its
rights under this Agreement without the prior written consent of the other
party.

       

      (g) Further
Assurances.  Each party to this Agreement agrees, without cost
or expense to any other party, to deliver or cause to be delivered such other
documents and instruments as may be reasonably requested by any other party to
this Agreement in order to carry out more fully the provisions of, and to
consummate the transaction contemplated by, this Agreement.

       

      (h) Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

       

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

      


      
        	 
      	
                 

                MEGA
      MEDIA GROUP, INC.

                 

                 

                By:
      /s/ Alex
      Shvarts      
                                                 

                Name:
      Alex Shvarts

                Title:
      CEO

                 

              
	 
      	
                 

                 

                By:                                                 
                                                       

                Name:

                Title:

                 

              


      

      


      


       

      
 

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