SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered
into as of this 28th day of June, 2000, by and among Bachkine & Meyer
Industries, S.A., a British Virgin Islands corporation, with an address at Rue
de la Rotisserie 29, 1204 Geneva, Switzerland ("BMI"), eMarketer, Inc., a
Delaware corporation, with an address at 821 Broadway, New York, New York 10003
("eMarketer"), and New Generation Holdings, Inc., a Delaware corporation, with
an address at 245 Park Avenue, 39th Floor, New York, New York 10167 ("NGH").
W I T N E S S E T H:
WHEREAS, BMI is a stockholder of NGH the parent of New Generation
Partners, Inc. ("NGPartners"). NGPartners will engage in the development of
European Internet companies to create a collaborative network of business to
business e-commerce, Internet infrastructure and wireless Internet companies;
WHEREAS, eMarketer is the leading online aggregator and publisher of
news and statistics relating to the Internet marketplace; and
WHEREAS, NGH, NGPartners and eMarketer have entered into that certain
Strategic Collaboration Agreement dated of even date herewith (the "SC
Agreement") to collaborate in developing and operating the business of
WHEREAS, BMI has agreed to transfer shares of common stock of NGH in
accordance with first sentence of Section 2 of the SC Agreement; and
WHEREAS, the parties desire to set forth in this Agreement the terms
and conditions applicable to this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
BMI TO TRANSFER SHARES
1.1 TRANSFER OF SHARES. BMI agrees that in consideration of eMarketer's
contribution to NGPartners and its contribution to creating value in NGPartners,
it shall transfer to eMarketer 50,000 shares of NGH (NASDAQ BB: NGPX) common
stock as soon as the transfer restrictions presently imposed on the shares are
no longer applicable. NGH will fully cooperate in such transfer between BMI and
1.2 REGISTRATION STATEMENT. BMI has been informed by NGH that a Form
SB-2 registration statement was filed by NGH on March 10, 2000 for the resale of
approximately 4,500,000 shares of NGH common stock by the holders thereof and
that a sufficient number of shares owned by BMI are to be included in the shares
to be registered and available to satisfy BMI's obligations under Section 1.1.
BMI and NGH shall take all necessary actions to prosecute such filing promptly
1.3 BMI AND NGH REPRESENTATIONS IN CONNECTION WITH TRANSFER. BMI and
NGH represent and warrant to eMarketer that, upon the aforementioned shares'
transfer to eMarketer, all such shares will be validly issued, fully paid, and
nonassessable, and eMarketer will acquire good title to the shares, free and
clear of any lien or other encumbrance. Such parties also represent and warrant
that all necessary actions have been taken by BMI and NGH to duly authorize and
approve such transaction.
1.4 FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may be necessary to carry out
the intent of this Agreement.
2.1 NOTICES. Any notices to be given hereunder by any party to the
other party may be effected either by personal delivery in writing or by
registered or certified mail (postage prepaid with return receipt requested),
overnight delivery service or facsimile (with a copy by registered mail). Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change such address
by written notice in accordance with this paragraph. The date upon which any
such notice is received at the designated address shall be deemed to be the date
of such notice.
2.2 ASSIGNMENT. This Agreement may not be assigned by any party without
the prior written consent of the other parties.
2.3 WAIVERS. Any delay or forbearance by either party in exercising any
right hereunder shall not be deemed a waiver of that right.
2.4 ENTIRE AGREEMENT. This Agreement, the attached schedules and
exhibits constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the subject matter hereof.
Each party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, that are not embodied herein, and that no
other agreement, statement, or promise not contained in this agreement shall be
valid or binding. Any modification of this Agreement will be effective only if
it is in writing signed by the party to be charged.
2.5 SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, then the meaning of such provision shall be construed so as to render
it enforceable, to the extent feasible; and if no feasible interpretation would
save such provision, it shall be severed from this Agreement and the remainder
shall remain in full force and effect. However, in the event such provision is
considered an essential element of this Agreement, the parties shall promptly
negotiate a replacement thereof
2.6 PARTIAL INVALIDITY. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
2.7 GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles.
2.8 PUBLIC ANNOUNCEMENTS. The parties agree to cooperate in the
preparation of any public announcement or communication with any news media in
respect of this Agreement or the services performed.
2.9 BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties, their successors, and permitted assigns.
2.10 NEGOTIATED AGREEMENT. This Agreement is the result of negotiations
between the parties. Accordingly, no party to this Agreement shall be deemed to
be the author of this Agreement and there shall be no presumption that this
Agreement is to be construed for or against any party to this Agreement on the
basis of the authorship of this Agreement.
2.11 HEADINGS. The headings in this Agreement are inserted merely for
the purpose of convenience and shall not affect the meaning or interpretation of
2.12 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument and it shall not be necessary in making proof of this
agreement to account for all such counterparts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
BACHKINE & MEYER INDUSTRIES, S.A eMARKETER, INC.
By: /s/ Jacques Mot By: /s/ Terry Chabrowe
Name: Jacques Mot Name: Terry Chabrowe
Title: Chairman Title: Chief Financial Officer
NEW GENERATION HOLDINGS, INC
By: /s/ Paul Hokfelt
Name: Paul Hokfelt
Title: Chief Executive Officer