DEFINITIVE JOINT VENTURE AGREEMENT by and between LIVESTAR ENTERTAINMENT GROUP, INC. and GLOBAL BANCORP, INC. December 28, 2004
DEFINITIVE
JOINT VENTURE AGREEMENT
by
and
between
LIVESTAR
ENTERTAINMENT GROUP, INC.
and
GLOBAL
BANCORP, INC.
December
28, 2004
DEFINITIVE
JOINT VENTURE AGREEMENT
This
DEFINITIVE JOINT VENTURE AGREEMENT ("AGREEMENT") is made as of December
28,
2004, by and between GLOBAL BANCORP, INC., a Nevada corporation ("GBBI"),
and
LIVESTAR ENTERTAINMENT GROUP, INC., a Nevada corporation ("LVSG"). GBBI
and LVSG
are hereunder also referred to collectively as the "PARTIES" and individually
as
a "PARTY."
A.
LVSG
is an entertainment holding company currently transitioning to a holding
company
structure.
B.
GBBI is
development company with a focus on advanced digital media technologies
including Video on Demand, Voice Over Internet (“VoIP”), and a smart card bank
platform for future integrated commerce and e-commerce applications such
as
Web-Enabled ATMs (personal banking in the home).
C.
The
Parties desire to form a joint venture to pursue the Business, as hereafter
defined.
NOW
THEREFORE, for valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Parties hereby agree as follows:
1.
DEFINITIONS
1.1
"AFFILIATE" means any Person: (a) that is controlled by, controls, or is
under
common control with a Party (collectively, a "CONTROLLED PERSON"); or (b)
that
is controlled by, controls, or is under common control with any such Controlled
Person, in each case for so long as such control continues; provided, however,
that for purposes of Section 3.2 Affiliates of LVSG shall include Persons
in
which LVSG owns, directly or indirectly, at least thirty percent (30%)
of the
outstanding voting shares, regardless of whether such control actually
exists.
For purposes of this definition, "CONTROL" shall mean the possession, directly
or indirectly, of power to direct or cause the direction of management
or
policies (whether through ownership of securities or other ownership interests,
by contract or otherwise).
1.2
"APPLICABLE LAW" means, as to any Person, any statute, law, rule, regulation,
directive, treaty, judgment, order, decree or injunction of any Governmental
Authority that is applicable to or binding upon such Person or any of its
properties.
1.3
"BOARD" means the
board of directors of the Company.
1.4
"BUSINESS" means
the business of the Company as described herein.
1.5
"BUSINESS DAY"
means a day on which commercial banks in Nevada.
1.6
"CLOSING DATE" is
defined in Section 3.2.
1.7
"COMMON STOCK" means common stock of the Company as authorized by the
Articles.
1.8
"COMPANY" is
defined in Section 3.1.
1.9
"COMPANY INTEREST" means, as to any Person, the percentage interest represented
by the Securities then held by such Person divided by all then outstanding
Securities (on an as-converted to Common Stock basis).
1.10
"CONFIDENTIAL
INFORMATION" is defined in Section 5.1.
1.11
"DISCLOSING
PARTY" is defined in Section 5.1.
1.12
"EFFECTIVE DATE"
means the date of this Agreement.
1.13
"ESTABLISHMENT
DATE" is defined in Section 3.1.
1.14
"GOVERNMENTAL AUTHORITY" means any domestic or foreign government, governmental
authority, court, tribunal, agency or other regulatory, administrative
or
judicial agency, commission or organization, and any subdivision, branch
or
department of any of the foregoing.
1.15
"LAUNCH DATE" is
defined in Section 3.1.
1.16
"PARTY" and
"PARTIES" are defined in the opening paragraph of this Agreement.
1.17
"PERSON" means a natural individual, Governmental Authority, partnership,
firm,
corporation, or other business association.
1.18
"PRESIDENT"
means the president of the Company.
1.19
"RECEIVING
PARTY" is defined in Section 5.1.
1.20
"SECURITIES" means all outstanding shares of Common Stock, and any other
equity
securities of the Company or instruments exercisable for or convertible
into
Common Stock.
1.21
"TERRITORY"
means the world.
1.22
"TERM" is
defined in Section 7.1.
1.23
"TRANSACTION DOCUMENTS" means this Agreement, the Asset Purchase
Agreement.
1.24
"TRANSFERRED
SHARES" is defined in Section 3.2.
1.25
"ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement to be entered
into
between GBBI and the Company on the Closing Date in the form of attached
Exhibit
1.0.
2.
PURPOSE OF JOINT VENTURE
The
Parties hereby associate themselves in a joint venture relationship which
shall
have as its principal purpose the establishment and development of the
Business.
The Business will be limited initially to (1) developing, marketing and
providing of a Voice Over IP service (“VoIP”) throughout the world, with initial
rollout in Canada and the United States and (2) activities incidental
thereto.
3.
ESTABLISHMENT AND CAPITALIZATION OF THE COMPANY
3.1
Establishment.
The Parties agree that the joint venture contemplated by this Agreement
shall be
carried out exclusively through a newly-formed Nevada corporation initially
established by both LVSG and GBBI (the "COMPANY"). The Company's corporate
name
shall be VOXBOX Telecom, Inc. The Parties shall use commercially reasonable
efforts to cause the Establishment Date to occur on or before February
1, 2005
and the Launch Date to occur on or before a date to be agreed upon by the
Parties after mutual discussions. For the purposes of this Agreement,
"ESTABLISHMENT DATE" means the date on which the Company is established
and
"LAUNCH DATE" means the date on which the Company commences commercial
operations.
3.2
Capitalization.
(a)
Initial
Capitalization. The Company shall, as of the Establishment Date, have authorized
capital stock consisting of two classes of shares designated as Preferred
Stock
and Common Stock. The Company's initial equity shall be funded as
follows:
(i)
GBBI Initial
Subscription. On or prior to the Establishment Date, GBBI shall subscribe
for
10,000 shares of Common Stock, representing a one-hundred-percent (100%)
Company
Interest, for an aggregate purchase price of the transfer of the rights
to the
VOXBOX service.
(ii)
LVSG Purchase.
On a date within fifteen (15) days after the Establishment Date mutually
agreed
by the Parties (the "CLOSING DATE"),
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(a)GBBI
shall (x) sell to LVSG, and LVSG shall purchase from GBBI, 800
shares of
Common Stock representing a four percent (4%) Company Interest
(the
"TRANSFERRED SHARES") for an aggregate purchase price of $40,000
USD which
the parties acknowledge will be paid to GBBI by LVSG. ($4950
USD has been
paid in advance to GBBI prior the date of this Agreement and
the balance
of $35,050 USD will be owing to GBBI to be paid by June 28, 2005).
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(b)
On or prior to the Closing Date, LVSG shall subscribe for 8,400
shares of
Common Stock, representing a forty five-percent (46%) Company
Interest the
(“Financing Purchase Shares”), for an aggregate purchase price of $420,000
USD in financing for the Company (the “Financing Purchase
Price”).
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LVSG
shall provide the Company with the Financing Purchase Price $420,000.00
USD) as per 12 monthly payments of $35,000 USD as per the following
schedule (the “Financing Schedule”):
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January
28, 2005
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February
28, 2005
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March
28, 2005
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April
28, 2005
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May
28, 2005
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June
28, 2005
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July
28, 2005
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August
28, 2005
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September
28, 2005
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October
28, 2005
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November
28, 2005
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December
28, 2005
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The
Parties agree that if required by that LVSG may forward the Financing
Purchase Price in lesser or greater amounts and at more frequent
or less
frequent times as per the above Financing Schedule. The parties
agree that
if by June 28, 2005 LVSG has not provided a minimum of $140,000
of the
Financing Purchase Price that the Company will have the right
to seek
third party financing to acquire the pro-rated balance of the
Financing
Purchase Shares from LVSG that LVSG has not forwarded the subsequent
pro-rated Financing Purchase Price to the Company up to the date
of the
Deficient Payments Notice. If the Company elects to seek third
party
financing it will issue to LVSG a written notice of such election
herein
referred to as a “Deficient Payments Notice”. LVSG will have the right to
maintain its rights to the Financing Purchase Shares by advancing
to the
Company the amount equal to the Financing Purchase Price it should
have
made at the time of receipt of the Deficient Payment Notice plus
the early
advancement of the next payment as per the Financing Schedule
within 15
days of the receipt of the Deficient Payments
Notice.
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If
LVSG is not able to comply with the terms of Deficient Payments
Notice.
GBBI will have the right to sell to a third party the prorated
portion of
the Financing Purchase Shares issued to LVSG that LVSG has not
forwarded
the respective Financing Purchase Price for.
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(b)
Certain
Deliveries. On or before the Closing Date, and as a condition to the purchase
and sale of the Transferred Shares and the Financing Purchase
Shares:
(i)
the Establishment
Date shall have occurred;
(ii)
GBBI and the
Company shall have executed and delivered the Asset Purchase Agreement
to the
Company and LVSG;
(v)
each Party shall
have received one original of each of the fully executed Transaction
Documents.
(c)
Delivery of Share
Certificates and Stock Powers. Promptly after the Closing Date, the Company
shall:
(i)
deliver to GBBI share certificates representing the shares of Common Stock
purchased by GBBI pursuant to this Section 3.2, and;
(ii)
deliver to the attorney of the Company certificates representing the shares
of
Common Stock purchased by LVSG pursuant to this Section 3.2, the representing
the Financing Purchase Shares purchased by LVSG will be held in escrow
with the
attorney for the Company and delivered prorated to LVSG in increments as
the
Purchase Price funds are received by the Company from LVSG, and;
(iii)
on
or before the Closing LVSG will also deliver to the attorney of the Company
signature guaranteed stock powers (the “Stock Powers”) the Stock Powers will be
used to allow transfer of the certificates issued to LVSG only in the event
LVSG
does not take possession of the certificates due its unforeseen inability
to
complete the Financing Purchase Price as described in this Section 3.2.
3.3
Financial Assistance.
(a)
Financial
Assistance. The Board may, by written notice to the Parties pursuant to
the
terms of this Agreement, request that the Parties provide additional financial
assistance to the Company, including in the form of credit support or loans,
and, in such event, if such Party agrees to provide such additional financial
assistance (either directly or through its designees to the Board), such
Party
shall make such financial assistance available to the Company pro rata
in
accordance with its respective Company Interest and the Company Interests
of all
Parties so approving such financial assistance.
4.
OPERATION AND MANAGEMENT OF THE COMPANY
4.1
Operation
of the Company. Each Party agrees to take all actions necessary to ensure
that
the Company shall be operated in accordance with the terms of this Agreement
and
the other Transaction Documents, including, without limitation, to vote
all
Securities held by it to effect the terms hereof.
4.2
Board of
Directors. The Company will be managed by the Board in accordance with
the terms
of this Agreement and Applicable Law. The Board shall initially consist
of five
(2) Directors, one (1) of whom shall be appointed by LVSG and one (1) of
whom
shall be appointed by GBBI.
4.3
Removal;
Reappointment of Directors. Any Director may be removed for cause in accordance
with Applicable Law. In addition, each Party having the right to appoint
a
Director pursuant to this Section 4 shall also have the right, in its sole
discretion, to remove such Director at any time, effective upon delivery
of
written notice to the Company, the Director to be removed and to the other
Party. In the case of a vacancy in the office of a Director for any reason
(including removal pursuant to the preceding sentence), the vacancy shall
be
filled by the Party that appointed the Director in question.
4.4
Board
Meetings. The President shall have the authority to convene Board meetings,
including the authority to specify the time and place of such meetings.
Directors may attend Board meetings in person or by any other means of
attendance permitted under the Bylaws of the Company, provided, however,
that
(a) the Board shall meet at least once during each annual fiscal period
and (b)
written notice of all Board meetings shall be given in accordance with
the
Bylaws
4.5
Board
Quorum; Resolutions. A quorum shall be deemed to exist for purposes of
Board
actions in accordance of the Bylaws of the Company Any action, determination
or
resolution of the Board shall require the affirmative vote of a majority
of
Directors present at a meeting at which a valid quorum pursuant to this
Section
4.5 is present.
4.6
Shareholders' Meetings. Shareholders of the Company shall receive notice
of each
shareholders' meeting in accordance with the Company Bylaws. The Company
shall
have at least one shareholders' meeting each calendar year. Such meeting
will
take place at such time and place as is determined by the Board.
4.7
Financial
Statements and Accounting Records. All financial statements shall be prepared
in
accordance with generally accepted accounting principles in the United
States
and in reasonable detail, and shall contain such financial data as LVSG
and GBBI
may deem necessary in order to keep the Parties advised of the Company's
financial status. The Company shall, at LVSG's request, provide LVSG with
such
financial information as LVSG may reasonably deem necessary for purposes
of
complying with its periodic reporting obligations under U.S. securities
law and
shall cooperate with LVSG in connection therewith, including cooperating
with
the Company's accounting firm in preparing quarterly financial statements
requested by LVSG; provided, that LVSG shall bear any costs incurred in
preparing or providing such information, including, without limitation,
in
preparing quarterly financial statements for the Company and reconciling
the
Company's financial statements with U.S. generally accepted accounting
principles for such purposes.
4.8
Right of
Inspection. During the regular office hours of the Company, and upon reasonable
notice to the Company, each Party that maintains at least a twenty percent
(20%)
Company Interest shall have (a) full access to all properties, books of
account,
and records of the Company, and (b) the right to make copies from such
books and
records at its own expense. Any information obtained by the Parties through
exercise of rights granted under this Section 4.8 shall, to the extent
constituting Confidential Information hereunder, be subject to the
confidentiality provisions set forth in Section 5.1.
5.
ADDITIONAL COVENANTS
5.1
Confidentiality.
(a)
The Parties
recognize that, in connection with the performance of this Agreement, each
Party
(in such capacity, the "DISCLOSING PARTY") may disclose "Confidential
Information" (as defined below) to the other Party (the "RECEIVING PARTY").
For
purposes of this Agreement "CONFIDENTIAL INFORMATION" means (i) proprietary
information (whether owned by the Disclosing Party or a third party to
whom the
Disclosing Party owes a non-disclosure obligation) regarding the Disclosing
Party's business or (ii) information which is marked as confidential at
the time
of disclosure to the Receiving Party, or if in oral form, is identified
as
confidential at the time of oral disclosure and reduced in writing or other
tangible (including electronic) form including a prominent confidentiality
notice and delivered to the Receiving Party within thirty (30) days of
disclosure. "Confidential Information" shall not include information which:
(A)
was known to the Receiving Party at the time of the disclosure by the Disclosing
Party; (B) has become publicly known through no wrongful act of the Receiving
Party; (C) has rightfully been received by the Receiving Party from a third
party; or (D) has been independently developed by the Receiving Party.
The
Receiving Party agrees (x) not to use any such Confidential Information
for any
purpose other than in the performance of its obligations under this Agreement
or
any Transaction Document and (y) not to disclose any such Confidential
Information, except (1) to its employees are reasonably required to have
the
Confidential Information in connection herewith or with any of the other
Transaction Documents, (2) to its agent, representatives, lawyers and other
advisers that have a need to know such Confidential Information and (3)
pursuant
to, and to the extent of, a request or order by a Governmental Authority.
The
Receiving Party agrees to take all reasonable measures to protect the secrecy
and confidentiality of, and avoid disclosure or unauthorized use of, the
Disclosing Party's Confidential Information.
( b)
Each Party
acknowledges and agrees that (i) its obligations under this Section 5.1
are
necessary and reasonable to protect the other Party and its business, (ii)
any
violation of these provisions could cause irreparable injury to the other
Party
for which money damages would be inadequate, and (iii) as a result, the
other
Party shall be entitled to obtain injunctive relief against the threatened
breach of the provisions of this Section 5.1 without the necessity of proving
actual damages. The Parties agree that the remedies set forth in this Section
5.1 are in addition to and in no way preclude any other remedies or actions
that
may be available at law or under this Agreement.
5.2
Confidentiality of Agreement; Publicity. Each Party agrees that the terms
and
conditions of this Agreement and the Transaction Documents shall be treated
as
confidential information and that no reference thereto shall be made thereto
without the prior written consent of the other Party (which consent shall
not be
unreasonably withheld) except (a) as required by Applicable Law including,
without limitation, by the U.S. Securities and Exchange Commission (b)
to its
accountants, banks, financing sources, lawyers and other professional advisors,
provided that such parties undertake in writing (or are otherwise bound
by rules
of professional conduct) to keep such information strictly confidential,
(c) in
connection with the enforcement of this Agreement, (d) in connection with
a
merger, acquisition or proposed merger or acquisition, or (e) pursuant
to joint
press releases prepared in good faith. The Parties will consult with each
other,
in advance, with regard to the terms of all proposed press releases, public
announcements and other public statements with respect to the transactions
contemplated hereby.
5.3
Noncompetition. During the Term, neither Party shall, directly or (other
than
through the Company) indirectly compete with the Company and its Business.
In
the event that this Agreement is terminated due to a Party's breach (including,
without limitation, the breaching Party's obligations pursuant to this
Section
5.3 shall remain in effect for a period of twenty-four (24) months following
such termination.
5.4
Regulatory Approvals. Each Party shall provide such assistance as the other
Party may reasonably request in connection with such consents and approvals
as
may be necessary or appropriate in order to consummate the transactions
contemplated under the Transaction Documents.
6.
WARRANTIES OF THE PARTIES
6.1
Warranties of LVSG. LVSG hereby represents and warrants to GBBI that, as
of the
Effective Date and as of the Closing Date, the following statements are
and
shall be true and correct:
(a)
Organization.
LVSG is a corporation duly organized and validly existing under the laws
of
Nevada, and has the corporate power and authority to enter into and perform
this
Agreement.
(b)
Authorization.
All corporate action on the part of LVSG necessary for the authorization,
execution and delivery of this Agreement and for the performance of all
of its
obligations hereunder and thereunder has been taken, and this Agreement
when
fully executed and delivered, shall each constitute a valid, legally binding
and
enforceable obligation of LVSG.
(c)
Government and
Other Consents. Other than any licenses, permits, certifications or
authorizations which may be required in connection with the Business, as
to
which LVSG makes no representation, no consent, authorization, license,
permit,
registration or approval of, or exemption or other action by, any Governmental
Authority, or any other Person, is required in connection with LVSG's execution,
delivery and performance of this Agreement, or if any such consent is required,
LVSG has satisfied the applicable requirements.
(d)
Effect of
Agreement. LVSG's execution, delivery and performance of this Agreement
will not
(i) violate the Articles of Incorporation of LVSG or any provision of Applicable
Law, (ii) violate any judgment, order, writ, injunction or decree of any
court
applicable to LVSG, (iii) have any effect on the compliance of LVSG with
any
applicable licenses, permits or authorizations which would materially and
adversely affect LVSG, (iv) result in the breach of, give rise to a right
of
termination, cancellation or acceleration of any obligation with respect
to
(presently or with the passage of time), or otherwise be in conflict with
any
term of, or affect the validity or enforceability of, any agreement or
other
commitment to which LVSG is a party and which would materially and adversely
effect LVSG, or (v) result in the creation of any lien, pledge, mortgage,
claim,
charge or encumbrance upon any assets of LVSG; provided, however, that
regulatory approval may be required in connection with conducting the Business
and LVSG makes no representation with respect to any such
approvals.
(e)
Litigation. There
are no actions, suits or proceedings pending or, to LVSG's knowledge,
threatened, against LVSG before any Governmental Authority which question
LVSG's
right to enter into or perform this Agreement, or which question the validity
of
this Agreement or any of the other Transaction Documents.
6.2
Warranties of GBBI. GBBI hereby represents and warrants to LVSG that, as
of the
Effective Date and as of the Closing Date, the following statements are
and
shall be true and correct:
(a)
Organization.
GBBI is a corporation duly organized and validly existing under the laws
of
Nevada. GBBI has the corporate power and authority to enter into and perform
this Agreement and the Asset Purchase Agreement.
(b)
Authorization.
All corporate action on the part of GBBI necessary for the authorization,
execution and delivery of this Agreement and the Asset Purchase Agreement
and
for the performance of all of its obligations hereunder and thereunder
has been
taken, and this Agreement and the Asset Purchase Agreement, when fully
executed
and delivered, shall each constitute a valid, legally binding and enforceable
obligation of GBBI.
(c)
Government and
Other Consents. Other than any licenses, permits or authorizations which
may be
required in connection with the Business, as to which GBBI makes no
representation, no consent, authorization, license, permit, registration
or
approval of, or exemption or other action by, any Governmental Authority,
or any
other Person, is required in connection with GBBI's execution, delivery
and
performance of this Agreement or the Asset Purchase Agreement, or if any
such
consent is required, GBBI has satisfied any applicable
requirements.
(d)
Effect of
Agreement. GBBI's execution, delivery and performance of this Agreement
and the
Asset Purchase Agreement will not (i) violate the Certificate of Incorporation
of GBBI or any provision of Applicable Law, (ii) violate any judgment,
order,
writ, injunction or decree of any court applicable to GBBI, (iii) have
any
effect on the compliance of GBBI with any applicable licenses, permits
or
authorizations which would materially and adversely affect GBBI, (iv) result
in
the breach of, give rise to a right of termination, cancellation or acceleration
of any obligation with respect to (presently or with the passage of time),
or
otherwise be in conflict with, any term of, or affect the validity or
enforceability of any agreement or other commitment to which GBBI is a
party and
which would materially and adversely affect GBBI, or (v) result in the
creation
of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets
of
GBBI; provided, however, that regulatory approvals may be required in connection
with conducting the Business and GBBI makes no representation with respect
to
any such approvals.
(e)
Litigation. There
are no actions, suits or proceedings pending or, to GBBI's knowledge,
threatened, against GBBI before any Governmental Authority which question
GBBI's
right to enter into or perform this Agreement or the Asset Purchase Agreement,
or which question the validity of this Agreement or any of the other Transaction
Documents.
7.
TERM
AND TERMINATION
7.1
Term.
This Agreement shall be effective as of the Effective Date, and shall continue
in effect until terminated pursuant to Section 7.2 (the "TERM").
7.2
Termination. This Agreement may be terminated as follows:
(a)
Upon the mutual
written agreement of LVSG and GBBI.
(b)
By either LVSG or
GBBI, effective immediately upon written notice to the other Party, if
the other
Party breaches any material provision of this Agreement or of any of the
other
Transaction Documents and such breach continues for a period of thirty
(30) days
after the delivery of written notice of the default, describing the default
in
reasonable detail.
(c)
By either LVSG or
GBBI, effective immediately upon written notice to the other Party and
the
Company, in the event that the other Party is dissolved, liquidated or
declared
bankrupt or a voluntary or involuntary bankruptcy filing is made by such
Party.
7.3
Effect.
Upon termination of this Agreement, the Parties shall negotiate in good
faith a
possible purchase by one or more Parties of all outstanding Securities
held by
the other Parties or the sale of the Company to a third party. In the event
that, notwithstanding their good faith negotiations, the Parties are unable
to
agree upon such a purchase or sale within thirty (30) days of the notice
of
termination, the Parties shall cooperate to cause the Company to be liquidated
as promptly as practical in accordance with Applicable Law. The rights
and
obligations of the Parties under Sections 5.1, 5.2, 5.3 (to the extent
provided
therein), this Section 7.3, and Sections 7.4, 7.5 and 8 shall survive any
termination of this Agreement.
7.4
Return of
Confidential Information. Upon the termination of this Agreement, each
Party, at
its own cost, shall promptly return to the Disclosing Party any and all
documents and materials constituting or containing Confidential Information
of
the Disclosing Party which are in its possession or control, or at its
option,
shall destroy such documents and materials and certify such destruction
in
writing to the Disclosing Party.
7.5
Continuing Liability. Termination of this Agreement for any reason shall
not
release any Party from any liability or obligation which has already accrued
as
of the effective date of such termination, and shall not constitute a waiver
or
release of, or otherwise be deemed to prejudice or adversely affect, any
rights,
remedies or claims, whether for damages or otherwise, which a Party may
have
hereunder, at law, equity or otherwise or which may arise out of or in
connection with such termination.
8.
GENERAL PROVISIONS
8.1
Governing
Law. The validity, construction and enforceability of this Agreement shall
be
governed by and construed in accordance with the laws of Nevada.
8.2
Notices
and Other Communications. Any and all notices, requests, demands and other
communications required or otherwise contemplated to be made under this
Agreement shall be in writing and shall be provided by one or more of the
following means and shall be deemed to have been duly given (a) if delivered
personally, when received, (b) if transmitted by facsimile on the date
of
transmission with receipt of a transmittal confirmation, (c) if transmitted
by
facsimile, on the first (1st) Business Day following receipt of a transmittal
confirmation, or (d) if by courier service, on the fourth (4th) Business
Day
following the date of deposit with such courier service, or such earlier
delivery date
as
may be confirmed in writing to the sender by such courier service. All
such
notices, requests, demands and other communications shall be addressed
as
follows:
If
to
LVSG:
LiveStar
Entertainment Group, Inc.
▇▇▇▇▇
▇▇▇
▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇,
▇.▇.
▇▇▇
▇▇&
Attention:
▇▇▇ ▇▇▇▇▇▇▇
If
to
GBBI:
GLOBAL
BANCORP,
Inc.
▇▇▇▇▇
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▇▇▇.
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Attention: Romeo (Ray) Prescott
or
to
such other address or facsimile number as a Party may have specified to
the
other Party in writing delivered in accordance with this Section
8.2.
8.3
Severability. If any provision in this Agreement shall be found or be held
to be
invalid or unenforceable then the meaning of said provision shall be construed,
to the extent feasible, so as to render the provision enforceable, and
if no
feasible interpretation would save such provision, it shall be severed
from the
remainder of this Agreement which shall remain in full force and effect
unless
the severed provision is essential and material to the rights or benefits
received by any Party. In such event, the Parties shall use best efforts
to
negotiate, in good faith, a substitute, valid and enforceable provision
or
agreement which most nearly affects the Parties' intent in entering into
this
Agreement.
8.4
References; Subject Headings. Unless otherwise indicated, references to
Sections
and Exhibits herein are to Sections of, and Exhibits to, this Agreement.
The
subject headings of the Sections of this Agreement are included for the
purpose
of convenience of reference only, and shall not affect the construction
or
interpretation of any of its provisions.
8.5
Further
Assurances. The Parties shall each perform such acts, execute and deliver
such
instruments and documents, and do all such other things as may be reasonably
necessary to accomplish the transactions contemplated in this
Agreement.
8.6
Expenses.
Each of the Parties will bear its own costs and expenses, including, without
limitation, fees and expenses of legal counsel, accountants, brokers,
consultants and other representatives used or hired in connection with
the
negotiation and preparation of this Agreement and consummation of the
transactions contemplated hereby. All such expenses incurred by the Company
shall be borne by the Company to the maximum extent permitted by Applicable
Law
including, without limitation, expenses relating to the formation of the
Company, any transfer taxes for transfer of the Company stock to the Parties,
registration charges, taxes, fees and expenses relating to required governmental
or regulatory approvals, notary fees and legal fees and expenses.
8.7
No Waiver. No waiver of any term or
condition of this Agreement shall be valid or binding on a Party unless
the same
shall have been set forth in a written document, specifically referring
to this
Agreement and duly signed by the waiving Party. The failure of a Party
to
enforce at any time any of the provisions of this Agreement, or the failure
to
require at any time performance by one or both of the other Parties of
any of
the provisions of this Agreement, shall in no way be construed to be a
present
or future waiver of such provisions, nor in any way affect the ability
of a
Party to enforce each and every such provision thereafter.
8.8
Entire
Agreement; Amendments. The terms and conditions contained in this Agreement
(including the Exhibits hereto) and the Transaction Documents constitute
the
entire agreement between the Parties and supersede all previous agreements
and
understandings, whether oral or written, between the Parties with respect
to the
subject matter hereof. No agreement or understanding amending this Agreement
shall be binding upon any Party unless set forth in a written document
which
expressly refers to this Agreement and which is signed and delivered by
duly
authorized representatives of each Party.
8.9
Assignment. Neither Party shall assign this Agreement (a) without the other
Party's prior written consent, except that a Party may assign this Agreement
to
a Person into which such Party has merged or which has otherwise succeeded
to
all or substantially all of such Party's business or assets and (b) which
has
assumed in writing or by operation of law, the assigning Party's obligations
under this Agreement, provided, however, that the assigning Party shall
remain
liable for the assignee's performance of its obligations hereunder. This
Agreement shall inure to the benefit of, and shall be binding upon, the
Parties
and their respective permitted successors and assigns.
8.10
No
Agency. The Parties are independent contractors. Nothing contained herein
or
done in pursuance of this Agreement shall constitute any Party the agent
of any
other Party for any purpose or in any sense whatsoever.
8.11
No Beneficiaries.
Nothing herein express or implied, is intended to or shall be construed
to
confer upon or give to any person, firm, corporation or legal entity, other
than
the Parties and their Affiliates who hold Securities, any interests, rights,
remedies or other benefits with respect to or in connection with any agreement
or provision contained herein or contemplated hereby.
8.12
Effective Date of Transaction Documents. The Transaction Documents other
than
this Agreement shall become effective concurrently with consummation, on
the
Closing Date, of the transactions described in Section 3.2.
8.13
Counterparts. This Agreement may be executed in any number of counterparts,
and
each counterpart shall constitute an original instrument, but all such
separate
counterparts shall constitute only one and the same instrument.
IN
WITNESS WHEREOF, the Parties have caused their respective duly authorized
representatives to execute this Agreement as of the Effective Date.
|
LIVESTAR
ENTERTAINMENT GROUP, INC.
|
GLOBAL
BANCORP, Inc.
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|
By:
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By:
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President
and CEO
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President
and CEO
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EXHIBIT
1.0
Asset
Purchase Agreement
By
and
Between
Global
Bancorp, Inc. and VOXBOX Telecom, Inc.