EXHIBIT 10.1
REGULATION S STOCK PURCHASE AGREEMENT
Dated February 15, 2002
for
LIGHT MANAGEMENT GROUP, INC. COMMON STOCK
TABLE OF CONTENTS
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Page
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ARTICLE I. PURCHASE, SALE AND TERMS OF SHARES.................................2
1.1. The Shares..........................................................2
1.2. Payment of Purchase Price; Closing..................................2
1.3. Covenants of Best Efforts...........................................3
1.4. Representations by the Purchaser....................................2
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................6
2.1. Organization and Standing of the Company............................6
2.2. Corporate Action....................................................6
2.3. Governmental Approvals..............................................7
2.4. Litigation..........................................................7
2.5. Compliance with Other Instruments...................................7
2.6. Title to Assets; Intellectual Property Rights.......................8
2.7. Taxes...............................................................8
2.8. Disclosure..........................................................8
2.9. Brokers or Finders..................................................9
2.10. Capitalization; Status of Capital Stock.............................9
2.11. SEC Reports.........................................................9
2.12. Books and Records...................................................9
2.13 Refusal of Registration.............................................9
2.14. Registration Rights.................................................9
ARTICLE III. MISCELLANEOUS
3.1. No Waiver; Cumulative Remedies.....................................10
3.2. Amendments; Waivers and Consents...................................10
3.3. Addresses for Notices..............................................10
3.4. Costs; Expenses and Taxes..........................................11
3.5. Effectiveness; Binding Effect; Assignment..........................11
3.6. Survival of Representations and Warranties.........................11
3.7. Prior Agreements...................................................11
3.8. Severability.......................................................12
3.9. Governing Law;Venue................................................12
3.10. Headings...........................................................12
3.11. Counterparts.......................................................12
3.12. Further Assurances.................................................12
- i -
Regulation S Stock Purchase Agreement, dated as of February 15, 2002 between
Light Management Group, Inc., a Nevada corporation having offices at Xxxxx 000,
0000 Xxxxxxx, Xxxxxxxxxx, Xxxxxxx X0X 0X0 (the "Company"), and Starz Investments
Limited, a Belize International business company, the registered address of
which is 00 Xxxxxx Xxxxxx, PO Box 364, Belize City, Belize (the "Purchaser").
ARTICLE I.
PURCHASE, SALE AND TERMS OF SHARES
1.1. The Shares. The Company agrees to issue and sell to the Purchaser in
an offshore transaction negotiated outside the U.S. and to be consummated and
closed outside the U.S. and, in consideration of and in express reliance upon
the representations, warranties, covenants, terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Company up to 15,000,000
shares (the "Shares") of the Company's Common Stock at a per share purchase
price which shall be 32 % of the bid price of the Company's shares of Common
Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United
States stock exchange or public trading market on which the shares of the
Company trade if, at the time of purchase, they are not trading on the OTCBB)
for the five (5) consecutive trading days immediately preceding the date (the
"Call Date") the purchase order (the "Purchase Notice") is received by the
Company (the "Purchase Price") provided that the Purchase Price shall not be
less than a minimum Purchase Price of no less than $.06 (the "Floor Price"),
calculated as a percentage of the 5-consequtive trading day average closing bid
price, which must be equal $.20 or greater in order for the Shares to be sold.
1.1.1. In the event that the 32% of the 5-day average calculation of the
Purchase Price is less than the Floor Price, this contract will be suspended
until this average reaches the Floor Price or higher.
1.1.2. The company has the right to remove or alter its Floor Price at any
time provided that the Company notifies the Purchaser in writing and sends the
notice via registered post to the Purchaser's registered address, and announces
the removal or amendment to the Floor Price at least 10 business days prior to
the effective date of the new terms of business.
1.1.3. The Purchaser has the right to continue or suspend the entire
contract should the amended Floor Price not be considered beneficial to the
continuation of the purchase of shares, provided that all obligations of the
Company and the Purchaser are fulfilled as outlined in section 1.5 of this
Agreement.
1.2. Payment of Purchase Price; Closing. The transaction will be closed in
London, and the Purchaser will pay the purchase price by wire transfer of
immediately available funds within 5 business days upon receipt of the share
certificate(s).
1.3 Covenant of Best Efforts. The Purchaser agrees to use its best efforts
to purchase the shares between March 1st and August 31st, 2002.
1.4. Representations by the Purchaser. The Purchaser makes the following
representations and warranties to the Company:
(a) Access to Information. The Purchaser, in making the decision to
purchase the Shares, has relied solely upon independent investigations made by
it and/or its representatives, if any. The Purchaser and/or its representatives
during the course of this transaction, and prior to the purchase of any Shares,
has had the opportunity to ask questions of and receive answers from the
management of the Company concerning the terms and conditions of the offering of
the Shares and to receive any additional information, documents, records and
books relative to its business, assets, financial condition, results of
operations and liabilities (contingent or otherwise) of the Company.
(b) Sophistication and Knowledge. The Purchaser and/or its
representatives has such knowledge and experience in financial and business
matters that it can represent itself and is capable of evaluating the merits and
risks of the purchase of the Shares. The Purchaser is not relying on the Company
with respect to the tax and other economic considerations of an investment in
the Shares, and the Purchaser has relied on the advice of, or has consulted
with, only the Purchaser's own advisor(s). The Purchaser represents that it has
not been organized for the purpose of acquiring the Shares.
(c) Lack of Liquidity. The Purchaser acknowledges that the purchase of
the Shares involves a high degree of risk and further acknowledges that it can
bear the economic risk of the purchase of the Shares, including the total loss
of its investment. The Purchaser has no present need for liquidity in connection
with its purchase of the Shares.
(d) No Public Solicitation. The Purchaser is not subscribing for the
Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by a person not previously known to the
Purchaser in connection with investments in securities generally. Neither the
company nor the Purchaser has engaged in any `Directed Selling Efforts in the
U.S.' as defined in Regulation S promulgated by the SEC under U.S. securities
laws.
(e) Authority. The Purchaser has full right and power to enter into
and perform pursuant to this Agreement and make an investment in the Company,
and this Agreement constitutes the Purchaser's valid and legally binding
obligation, enforceable in accordance with its terms. The Purchaser is
authorized and otherwise duly qualified to purchase and hold the Shares and to
enter into this Agreement
(f) Regulation S Exemption. The Purchaser understands that the Shares
are being offered and sold to it in reliance on an exemption from the
registration requirements of United States federal and state securities laws
under Regulation S promulgated under the
Securities Act and that the Company is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings
of the Purchaser set forth herein in order to determine the applicability of
such exemptions and the suitability of the Purchaser to acquire the Shares. In
this regard, the Purchaser represents, warrants and agrees that:
(i) The Purchaser is not a U.S. Person (as defined below) and is
not an affiliate (as defined in Rule 501(b) under the Securities Act) of
the Company. A U.S. Person means any one of the following:
(A) Any U.S. Citizen
(B) Any natural person resident in the United States of
America;
(C) any partnership or corporation organized or
incorporated under the laws of the United States of
America;
(D) any estate of which any executor or administrator is a
U.S. person;
(E) any trust of which any trustee is a U.S. person;
(F) any agency or branch of a foreign entity located in the
United States of America;
(G) any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person;
(H) any discretionary account or similar account (other
than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual)
resident in the United States of America; and
(I) any partnership or corporation if:
(1) organized or incorporated under the laws of
any foreign jurisdiction; and
(2) formed by a U.S. person principally for the
purpose of investing in securities not registered under
the Securities Act, unless it is organized or
incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who
are not natural persons, estates or trusts.
(ii) At the time of the origination of contact concerning this
Agreement and the date of the execution and delivery of this Agreement, the
Purchaser was outside of the United States.
(iii) The Purchaser will not, during the period commencing on the
date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other
applicable securities law (the "Restricted Period"), offer, sell, pledge or
otherwise transfer the shares in the United States, or to a U.S. Person for
the account or benefit of a U.S. Person, or otherwise in a manner that is
not in compliance with Regulation S.
(iv) The Purchaser will, after expiration of the Restricted
Period, offer, sell, pledge or otherwise transfer the Shares only pursuant
to registration under the Securities Act or an available exemption
therefrom and, in accordance with all applicable state and foreign
securities laws.
(v) The Purchaser has not in the United States, engaged in, and
prior to the expiration of the Restricted Period will not engage in, any
short selling of or any hedging transaction with respect to the Shares,
including without limitation, any put, call or other option transaction,
option writing or equity swap.
(vi) Neither the Purchaser nor or any person acting on its behalf
has engaged, nor will engage, in any directed selling efforts to U.S.
Citizens with respect to the Shares and the Purchaser and any person acting
on its behalf have complied and will comply with the "offering
restrictions" requirements of Regulation S under the Securities Act.
(vii) The transactions contemplated by this Agreement have not
been pre-arranged with a buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration
requirements of the Securities Act.
(viii) Neither the Purchaser nor any person acting on its behalf
has undertaken or carried out any activity for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market
in the United States, its territories or possessions, for any of the
Shares. The Purchaser agrees not to cause any advertisement of the Shares
to be published in any newspaper or periodical or posted in any public
place and not to issue any circular relating to the Shares, except such
advertisements that include the statements required by Regulation S under
the Securities Act, and only offshore and not in the U.S. or its
territories, and only in compliance with any local applicable securities
laws.
(ix) Each certificate representing the Shares shall be endorsed
with the following legends:
(A) "THE SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE SECURITIES ACT")) AND WITHOUT REGISTRATION WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE
SECURITIES ACT."
(B) "TRANSFER OF THESE SHARES IS PROHIBITED, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO
REGISTRATION UNDER THE SUCURITIES ACT, OR PURSUANT TO AVAILABLE
EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."
(C) Any other legend required to be placed thereon by
applicable federal or state securities laws.
(x) The Purchaser consents to the Company making a notation on
its records or giving instructions to any transfer agent of the Company in
order to implement the restrictions on transfer of the Shares set forth in
this Section 1.4.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants as follows:
2.1. Organization and Standing of the Company. The Company is a duly
organized and validly existing corporation in good standing under the laws of
the State of California and has all requisite corporate power and authority for
the ownership and operation of its properties and for the carrying on of its
business as now conducted and as now proposed to be conducted and to execute and
deliver this Agreement and other instruments, agreements and documents
contemplated herein (together with this Agreement, the "Transaction Documents"),
to issue, sell and deliver the Shares and to perform its other obligations
pursuant hereto. The Company is duly licensed or qualified and in good standing
as a foreign corporation authorized to do business in all jurisdictions wherein
the character of the property owned or leased or the nature of the activities
conducted by it makes such licensing or qualification necessary, except where
the failure to be so licensed or qualified would not have a material adverse
effect on the business, operations or financial condition of the Company.
2.2. Corporate Action. The Transaction Documents have been duly authorized,
executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms. The
Shares have been duly authorized. The issuance, sale and delivery of the Shares
have been duly authorized by all required corporate action on the part of the
Company. The Shares, when issued and paid for in accordance with the Transaction
Documents, will be validly issued, fully paid and nonassessable, with no
personal liability attaching to the ownership thereof and will be free and clear
of all liens, charges, restrictions, claims and encumbrances imposed by or
through the Company, except as expressly set forth in the Transaction Documents.
2.3. Governmental Approvals. No authorization, consent, approval, license,
exemption of or filing or registration with any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary for, or in connection with, the execution and
delivery by the Company of this Agreement, for the offer, issue, sale, execution
or delivery of the Shares, or for the performance by the Company of its
obligations under the Transaction Documents except for any filings required by
applicable securities laws.
2.4. Litigation. Except as set forth on Schedule 2.4, there is no
litigation or governmental proceeding or investigation pending or, to the
knowledge of the Company, threatened against the Company affecting any of its
properties or assets, nor, to the best knowledge of the Company, has there
occurred any event or does there exist any condition on the basis of which any
litigation, proceeding or investigation might properly be instituted. The
Company is not in default with respect to any order, writ, injunction, decree,
ruling or decision of any court, commission, board or other government agency,
which such default might have a material adverse effect on the business, assets,
liabilities, operations, Intellectual Property Rights, (as defined hereinafter)
management or financial condition of the Company. There are no actions or
proceedings pending or, to the Company's knowledge, threatened (or any basis
therefor known to the Company) against the Company which might result, either in
any case or in the aggregate, in any material adverse change in the business,
operations, Intellectual Property Rights, affairs or financial condition of the
Company or in any of its properties or assets, or which might call into question
the validity of any of the Transaction Documents, any of the Shares, or any
action taken or to be taken pursuant hereto or thereto.
2.5. Compliance with Other Instruments. The Company is in compliance in all
respects with its Certificate of Incorporation and Bylaws, each as amended
and/or restated to date, and in all respects with the material terms and
provisions of all mortgages, indentures, leases, agreements and other
instruments by which it is bound or to which it or any of its properties or
assets are subject. The Company is in compliance in all material respects with
all judgments, decrees, governmental orders, laws, statutes, rules or
regulations by which it is bound or to which it or any of its properties or
assets are subject. Neither the execution and delivery of the Transaction
Documents nor the issuance of the Shares, nor the consummation or performance of
any transaction contemplated hereby or thereby, has constituted or resulted in
or will constitute or result in a default or violation of, create a conflict
with, trigger any "change of control" or other right of any Person under, or
require any consent, waiver, release or approval under or with respect to, any
term or provision of any of the foregoing documents, instruments, judgments,
agreements, decrees, orders, statutes, rules and regulations.
2.6. Title to Assets; Intellectual Property Rights. (a) The Company has
good and marketable title in fee to such of its fixed assets as are real
property, and good and merchantable title to all of its other assets, now
carried on its books, free of any mortgages, pledges, charges, liens, security
interests or other encumbrances. The Company enjoys peaceful and undisturbed
possession under all leases under which it is operating, and all said leases are
valid and subsisting and in full force and effect.
(b) The Company owns or has a valid right to use patents, patent
applications, patent right, trade secrets, confidential business information,
formula, processes, laboratory notebooks, algorithms, copyrights, mask works,
claims of infringement against third parties, licenses, permits, license rights,
contract rights with employees, consultants and third parties, trademarks,
trademark rights, inventions and discoveries, and all other intellectual
property, including, without limitation, all other such rights generally
classified as intangible, intellectual property assets in accordance with GAAP
(collectively the, "Intellectual Property Rights") being used to conduct its
business as now operated and as now proposed by the Company to be operated and
to the best of the Company's knowledge, the conduct of its business as now
operated and as now proposed to be operated does not and will not conflict with
or infringe upon the Intellectual Property Rights of others. To the best of the
Company's knowledge, no claim is pending or threatened against the Company
and/or its officers, employees and consultants to the effect that any such
Intellectual Property Right owned or licensed by the Company, or which the
Company otherwise has the right to use, is invalid or unenforceable by the
Company.
(c) The Company has taken all reasonable measures to protect and
preserve the security, confidentiality and value of its Intellectual Property
Rights, including its trade secrets and other confidential information. The
Company is and will be the exclusive owner of all right, title and interest in
its Intellectual Property Rights as purported to be owned by the Company, and
such Intellectual Property Rights are valid and in full force and effect. The
Company has not received notice of and, to the best of the Company's knowledge
there are no claims that the Company's Intellectual Property Rights or the use
or ownership thereof by the Company infringes, violates or conflicts with any
such right of any third party.
2.7. Taxes. Except as set forth on Schedule 2.7, the Company has accurately
prepared and timely filed all federal, state and other tax returns required by
law to be filed by it, has paid or made provision for the payment of all taxes
shown to be due and all additional assessments, and adequate provisions have
been made and are reflected in the Company's financial statements for all
current taxes and other charges to which the Company is subject and which are
not currently due and payable.
2.8. Disclosure. There is no fact within the knowledge of the Company or
any of its executive officers which has not been disclosed herein or in writing
by them to the Purchaser and which materially adversely affects, or in the
future in their opinion may, insofar as they can now foresee, materially
adversely affect the business, operations, properties, Intellectual Property
Rights, assets or condition, financial or other, of the Company. Without
limiting the foregoing, the Company has no knowledge that there exists, or there
is pending or planned, any patent, invention, device, application or principle
or any statute, rule, law, regulation, standard or code
which would materially adversely affect the business, operations, Intellectual
Property Rights, affairs or financial condition of the Company.
2.9. Brokers or Finders. No Person has or will have, as a result of the
transactions contemplated by this Agreement, any right, interest or valid claim
against or upon the Purchaser for any commission, fee or other compensation as a
finder or broker because of any act or omission by the Company or its respective
agents.
2.10. Capitalization; Status of Capital Stock. As of the date hereof, the
Company had a total authorized capitalization consisting of 200,000,000 shares
of Common Stock, .0001 par value. As of November 16, 2001, 23,097,790 shares of
Common Stock were issued and outstanding. All the outstanding shares of capital
stock of the Company have been duly authorized, and are validly issued, fully
paid and non-assessable. The Company is also authorized to issue 10,000,000
shares of preferred stock, .0001 par value. As of September 30, 2001, 2,766,798
shares of Preferred Stock were issued and outstanding. Other than the Class A.
Preferred Stock, none of the Company's outstanding securities or authorized
capital stock or the Shares is subject to any rights of redemption, repurchase,
rights of first refusal, preemptive rights or other similar rights, whether
contractual, statutory or otherwise, for the benefit of the Company, any
stockholder, or any other Person. There are no restrictions on the transfer of
shares of capital stock of the Company other than those imposed by relevant
federal and state securities laws and as otherwise contemplated by this
Agreement. There are no agreements, understandings, trusts or other
collaborative arrangements or understandings concerning the voting or transfer
of the capital stock of the Company to which the Company is a party. The Company
does not have outstanding, and has no obligation to grant or issue, any "phantom
stock" or other right measured by the profits, revenues or results of operations
of the Company or any portion thereof; or any similar rights.
2.11. SEC Reports. The Company has furnished the Purchaser with true and
complete copies of its reports on Forms S-8 filed January 18, 2001 and January
22, 2001; Form 10 Q-NT on November 15, 2001; Form 10-QSB for the quarter ending
September 30, 2001 on date, 2001; Form 10 K-SB on June 22, 2001; (the "Current
Reports") which constitute the only documents that the Company was required to
file with the SEC since November 15th, 2001. As of their respective filing
dates, the Current Reports and all other filings made by the Company under the
Act or the Securities Exchange Act of 1934, as amended (the "1934
Act")(collectively, the "SEC Reports"), complied with the requirements of the
Act or the 1934 Act, as the case may be, and none of such filings contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
2.12. Books and Records. The books of account, ledgers, order books,
records and documents of the Company accurately and completely reflect all
material information relating to the business of the Company, the location and
collection of its assets, and the nature of all transactions giving rise to the
obligations or accounts receivable of the Company.
2.13. Refusal of Registration. The parties hereby acknowledge and agree
that the Company shall be required, as a term of this contract, to refuse to
register any transfer of the shares not made in accordance with the provisions
of Regulation S, or pursuant to Registration, or another exemption from
registration under the Securities Act.
2.14 Registration Rights. Purchaser, and its successors and assigns, shall
have the right, in the event that the Company files a Registration Statement
under the Securities Act of 1933 at any time, in which one year after the Call
Date on each tranche of shares purchased, to have part or all of the shares of
the Company in such tranche(s) included in said Registration Statement and
registered under the Securities Act of 1933 (provided the form of Registration
Statement permits such inclusion under SEC rules).
The Company shall pay all costs of the registration of such shares.
The Company shall give the Purchaser, its successors and assigns, at least
30 days' written notice prior to filing such Registration Statement of Company's
intent to so file the Registration Statement, and Purchaser, its successors and
assigns, shall give written notice of intent to exercise such rights hereby
granted, and the number of shares to be registered, within 15 days after receipt
of the Company's written notice. Otherwise, in the event that the company does
not file a Registration Statement upon or subsequent to one year of the Call
Date of the first (or any subsequent) tranche of shares, then the Purchaser, and
its successors and assigns, shall have the right to request Registration of any
tranche(s) of shares at any time after the one year restricted period from the
Call Date has elapsed.
The company agrees to undertake the registration of the shares in a full
Registration Statement as defined under the Securities Act of 1933 (provided the
form of Registration Statement permits such inclusion under SEC rules), as
requested by the Purchaser, its successors or assigns.
ARTICLE III
MISCELLANEOUS
3.1. No Waiver; Cumulative Remedies. No failure or delay on the part of any
party to this Agreement in exercising any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
3.2. Amendments; Waivers and Consents. Any provision in the Agreement to
the contrary notwithstanding, and except as hereinafter provided, changes in,
termination or amendments of or additions to this Agreement may be made, and
compliance with any covenant or provision set forth herein may be omitted or
waived, if either Party shall obtain consent thereto in writing from the other
Party. Any waiver or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
3.3. Addresses for Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to
Company and/or to Purchaser at the addresses for each set forth above. Any
notice or other communication given by certified mail shall be deemed given at
the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof.
3.4. Costs; Expenses and Taxes. Upon execution of this Agreement and with
each delivery of the Purchase Price as set forth in 1.3, the Company shall pay
no monies in the aggregate, to cover fees and disbursements of counsel to the
Purchaser incurred in connection with the negotiation, drafting and completion
of the Transaction Documents and all related matters. The Company shall pay any
and all stamp, or other similar taxes payable or determined to be payable in
connection with the execution and delivery of this Agreement, the issuance of
any securities and the other instruments and documents to be delivered hereunder
or thereunder, and agrees to save the Purchaser harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.
3.5. Effectiveness; Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the Company, the Purchaser and the
respective successors and assigns.
3.6. Survival of Representations and Warranties. All representations and
warranties made in the Transaction Documents, the Shares, or any other
instrument or document delivered in connection herewith or therewith, shall
survive the execution and delivery hereof or thereof.
3.7. Prior Agreements. The Transaction Documents executed and delivered in
connection herewith constitute the entire agreement between the parties with
respect to the
subject matter set forth herein and supersede any prior understandings or
agreements concerning the subject matter hereof.
3.8. Severability. The provisions of the Transaction Documents are
severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of a provision
contained therein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of such Transaction
Document and the terms of the Shares shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so that it would be
valid, legal and enforceable to the maximum extent possible.
3.9. Governing Law; Venue. (a) This Agreement shall be enforced, governed
and construed in accordance with the laws of New York without giving effect to
choice of laws principles or conflict of laws provisions. Any suit, action or
proceeding pertaining to this Agreement or any transaction relating hereto shall
be brought to the courts of New York in New York, United States of America, and
the undersigned hereby irrevocably consents and submits to the jurisdiction of
such courts for the purpose of any such suit, action, or proceeding. Purchaser
acknowledges and agrees that venue hereunder shall lie exclusively in New York,
United States of America.
(b) Purchaser hereby waives, and agrees not to assert against the Company,
or any successor assignee thereof, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, (i) any claim that the Purchaser is not
personally subject to the jurisdiction of the above-named courts, and (ii) to
the extent permitted by applicable law, any claim that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of any such
suit, action or proceeding is improper or that this Agreement may not be
enforced in or by such courts.
3.10. Headings. Article, section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.
3.11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
3.12. Further Assurances. From and after the date of this Agreement, upon
the request of the Purchaser or the Company, the Company and the Purchaser shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of the Transaction Documents and the Shares.
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.
LIGHT MANAGEMENT GROUP, INC.
By: /s/ Barrington X. Xxxxx
-------------------------------------
Name: Barrington X. Xxxxx
Chairman
By: /s/ STARZ INVESTMENTS LTD.
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STARZ INVESTMENTS LTD
00 XXXXXX XXXXXX
XX XXX 000
XXXXXX XXXX, XXXXXX
STOCK PURCHASE AGREEMENT
SCHEDULE 2.4
LITIGATION
STOCK PURCHASE AGREEMENT
Schedule 2.7
Taxes
