SECURITIES PURCHASE AGREEMENT
This
Securities Purchase Agreement (this "Agreement")
is
dated as of March 31, 2008, among Legend Media, Inc., a Nevada corporation
(the
"Company"),
and
Maoming China Fund, a limited partnership(the "Purchaser").
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant
to
Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act")
and
Rule 506 promulgated thereunder, the Company desires to issue and sell to
Purchaser, and Purchaser desires to purchase from the Company, Preferred Shares
of the Company and Warrants as more fully described in this
Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and Purchaser agree as
follows:
ARTICLE
I
DEFINITIONS
1.1 Definitions.
In
addition to the terms defined elsewhere in this Agreement: (a) capitalized
terms
that are not otherwise defined herein have the meanings given to such terms
in
the other Transactional Documents, and (b) the following terms have the meanings
indicated in this Section
1.1:
"Affiliate"
means
any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 144 under the Securities
Act.
"Certificate
of Designation"
means
the Certificate of Designation of the preferences, rights, limitations,
qualifications and restrictions of the Preferred Shares attached hereto as
Exhibit
A.
"Closing"
means
either of two closings of the purchase and sale of the Preferred Shares pursuant
to Section
2.1.
"Closing Date"
means a
Trading Day when all conditions precedent to (i) Purchaser’s obligations to pay
the applicable Subscription Amount for such Closing have been satisfied or
waived (ii) and the Company’s obligations to deliver the Preferred Shares and
the Warrants for such Closing have been satisfied or waived.
"Common
Stock"
means
the common stock of the Company, par value $0.001 per Share, and any securities
into which such common stock shall hereinafter have been reclassified
into.
"Exchange
Act"
means
the Securities Exchange Act of 1934, as amended.
"Market
Price"
shall
mean the most recent closing price per Share of the Common Stock on the Trading
Market on which the Common Stock is then listed or quoted.
"Person"
means
an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.
"Registration
Statement"
means a
registration statement covering the Registrable Securities.
"Securities
Act"
means
the Securities Act of 1933, as amended.
“Securities”
means
the Preferred Shares, Warrants and Warrant Shares.
“Share”
means a
share of the Common Stock of the Company.
“Preferred
Shares”
means
the 2,083,333 shares of Series A Convertible Preferred Stock of the Company
offered hereby to the Purchaser.
"Preferred
Stock"
means
the preferred stock of the Company, par value $0.001 per Share, and any
securities into which such preferred stock shall hereinafter have been
reclassified into.
“Share
Certificate”
means
any stock certificate representing some or all of the Preferred
Shares.
"Subscription
Amount"
means
$5,000,000 in United States Dollars and in immediately available
funds.
"Trading
Day"
means
any day during which the Trading Market shall be open for business.
"Trading
Market"
means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: OTC Bulletin Board, Pink Sheets, the
American Stock Exchange, the New York Stock Exchange, the Nasdaq Global Market
or the Nasdaq Capital Market.
"Transaction
Documents"
means
this Agreement, the Voting Agreement and any other documents or agreements
executed in connection with the transactions contemplated hereunder.
“Voting
Agreement”
means
the Voting Agreement attached hereto as Exhibit
B
dated as
of the date hereof pursuant to which the shareholders of the Company party
thereto agree to elect a designee of the Purchaser to the Company's board of
directors upon the First Closing and for so long as the Purchaser owns at least
5% of the outstanding Shares of the Company (on a fully diluted
basis).
"Warrants"
means
the 1,000,000 warrants to purchase Shares at $2.50 per Share for a three (3)
year period pursuant to the terms of the Warrant Agreement attached hereto
as
Exhibit
C.
"Warrant
Shares"
means
the 1,000,000 Shares underlying the Warrants.
ARTICLE
II
PURCHASE
AND SALE
2.1 Closing.
Upon
the terms and subject to the conditions set forth herein, the Company agrees
to
sell, and Purchaser agrees to purchase the Preferred Shares and the Warrants
for
the Subscription Amount. Purchaser shall deliver to the Company via wire
transfer the Subscription Amount and the Company shall deliver to Purchaser
the
applicable Share Certificate and Warrants at such closing. The purchase and
sale
of the Preferred Shares and the Warrants shall occur at two
closings:
(a) First
Closing.
The
first Closing (“First Closing”) shall
occur upon the later of (i) April 12, 2008 or (ii) 15 days after the Company’s
first acquisition (“Acquisition”) of a media advertising business operating in
the People’s Republic of China (“PRC”). At the First Closing, the Purchaser
shall pay a Subscription Amount of $3,000,000 for 1,250,000 Preferred Shares
and
600,000 Warrants.
(b) Second
Closing.
The
second Closing (“Second Closing”) shall occur upon the later of (i) May 12, 2008
or (ii) 15 days after the Company’s second Acquisition of a media advertising
business operating in the PRC. At the Second Closing the Purchaser shall pay
a
Subscription Amount of $2,000,000 for 833,333 Preferred Shares and 400,000
Warrants.
(c) Acquisition
Requirement.
Notwithstanding the foregoing, no Closing (either First or Second Closing)
shall
occur until the Company has closed an Acquisition.
2.2 Conditions
to Each Closing.
Each
Closing shall be subject to the following conditions and
deliveries:
(a) At
or
immediately following a Closing, unless otherwise indicated below, the Company
shall deliver or cause to be delivered to the Purchaser the
following:
(i) a
Share
Certificate for the appropriate number of Preferred Shares issued at such
Closing;
(ii) a
Warrant
Agreement duly executed by the Company and warrant a certificate for the
appropriate number of Warrants issued at such Closing; and
(ii) this
Agreement, duly executed by the Company.
(b) At
or
prior to a Closing, the Purchaser shall deliver or cause to be delivered to
the
Company:
(i) the
Subscription Amount for such Closing; and
(ii) this
Agreement, duly executed by Purchaser.
(c) The
obligations of the Purchaser to consummate the transactions to be effected
at
each Closing and to pay the Subscription Amount are subject to the fulfillment
or waiver, on or before such Closing, of each of the conditions set forth
below:
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(i)
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the
Company shall have authorized the issuance of (x) the Preferred Shares
having the rights, restrictions, privileges and preferences as set
forth
in the Certificate of Designation and (y) the
Warrants;
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(ii)
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(iii)
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the
Company shall have delivered to the Purchaser a certificate of the
Secretary of the Company, dated the Closing Date and attaching (x) a
certified copy of the Articles of Incorporation of the Company, as
amended
(including the Certificate of Designation), and of all resolutions
of the
Board of Directors of the Company relating to the issuance of the
Preferred Shares and the Warrants, (y) a certificate of good standing
of the Company dated no earlier than ten (10) Trading Days before
such
date and (z) a copy of the Voting
Agreement;
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(iv)
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all
of the representations and warranties made by the Company in this
Agreement, shall be accurate in all material respects as of the date
of
this Agreement and as of the date of the relevant Closing, and all
covenants made by the Company and obligations of the Company shall
have
been performed and complied with in all material respects as of the
date
of the relevant Closing;
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(v)
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there
shall not be any existing or threatened action or proceeding, nor
any
other material adverse change or event, involving the Company or
the
Purchaser and which, in the reasonable opinion of the Purchaser,
may have
the effect of preventing, limiting or delaying the transactions
contemplated under this Agreement;
and
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(vi)
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the
Company shall have delivered to the Purchaser correct and complete
copies
of the documents relating to the Acquisition referred to in paragraphs
(a)
and (b) of Article 2.1 above.
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
3.1 Representations
and Warranties of the Company.
The
Company hereby makes the representations and warranties set forth below to
Purchaser.
(a) Organization
and Qualification.
The
Company is an entity duly incorporated, validly existing and in good standing
under the laws of the State of Nevada, with the requisite power and authority
to
own and use its properties and assets and to carry on its business as currently
conducted. The Company is not in violation of any of the provisions of its
Articles of Incorporation or other organizational or charter documents. The
Company is duly qualified to do business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case
may
be, could not, individually or in the aggregate: (i) adversely affect the
legality, validity or enforceability of any Transaction Document, (ii) have
or
result in or be reasonably likely to have or result in a material adverse effect
on the results of operations, assets, prospects, business or condition
(financial or otherwise) of the Company taken as a whole, or (iii) adversely
impair the Company's ability to perform fully on a timely basis its obligations
under any of the Transaction Documents.
(b) Authorization;
Enforcement.
The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations hereunder or thereunder. The
execution and delivery of each of the Transaction Documents by the Company
and
the consummation by it of the transactions contemplated hereby or thereby have
been duly authorized by all necessary action on the part of the Company and
no
further consent or action is required by the Company, its Board of Directors
or
its stockholders. Each of the Transaction Documents has been (or upon delivery
will be) duly executed by the Company and, when delivered in accordance with
the
terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and general principles of equity.
(c) Capitalization
of the Company.
The
entire authorized capital stock and other equity securities of the Company
consists of fifty (50) million Shares and ten (10) million shares of Preferred
Stock. As of the date of this Agreement, there are 8,200,000 Shares issued
and
outstanding and no shares of Preferred Stock issued and outstanding. On the
date
of the First Closing and of the Second Closing, there shall be no more than
8,200,000 Shares issued and outstanding and no shares of Preferred Stock (other
than the Preferred Shares) issued and outstanding. Except as set forth on
Schedule
1
hereto,
there
is, as of the date of this Agreement, and there shall be on the date of the
First Closing and of the Second Closing, no outstanding options, warrants (other
than the Warrants), subscriptions, conversion rights, or other rights,
agreements, or commitments obligating the Company to issue any additional
Shares, shares of Preferred Stock or any other securities convertible into,
exchangeable for, or evidencing the right to subscribe for or acquire from
the
Company any Shares, shares of Preferred Stock or other securities of the
Company. Except as set forth in the Voting Agreement, there are no agreements
purporting to restrict the transfer of the Securities, no voting agreements,
shareholders’ agreements, voting trusts, or other arrangements restricting or
affecting the voting of the Shares or the Preferred Shares.
(d) Issuance
of Securities.
The
issuance of the Securities is duly authorized and is free from all taxes,
pre-emptive rights, liens and charges with respect to the issue thereof. Upon
issuance, the Preferred Shares will be validly issued, fully paid and
nonassessable and free from all preemptive or similar rights, taxes, liens
and
charges with respect to the issue thereof, with the holders being entitled
to
all rights, privileges
and preferences as set forth in the Certificate of Designation in force as
of
the Closing Date. Upon conversion, the Preferred Shares will convert into Shares
entitling to the voting and other rights set forth in the Articles of
Association. Upon exercise of the Warrants, the Warrant Shares will be duly
and
validly issued, fully paid and nonassessable. Assuming the accuracy of each
of
the representations and warranties set forth in Section 3.2 of this Agreement,
the offer and issuance by the Company of the Preferred Shares and Warrants
is
exempt from registration under the Securities Act.
(e) No
General Solicitation; Placement Agent’s Fees.
Neither
the Company, nor any of its Affiliates, nor any Person acting on its or their
behalf, including, without limitation, any Person related to Purchaser, has
engaged in any form of general solicitation or general advertising (within
the
meaning of Regulation D) in connection with the offer or sale of the Preferred
Shares and Warrants.
(f) No
Conflicts.
The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated thereby
do
not and will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or
give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company debt or otherwise)
or
other understanding to which the Company is a party or by which any property
or
asset of the Company is bound or affected, or (iii) result, in a violation
of
any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected; except in
the
case of each of clauses (ii) and (iii), such as could not, individually or
in
the aggregate, have or result in a material adverse effect on the
Company.
3.2 Representations
and Warranties of Purchaser.
Purchaser hereby represents and warrants to the Company as follows:
(a) Authority.
This
Agreement has been duly executed by Purchaser, and when delivered by Purchaser
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of Purchaser, enforceable against him in accordance with
its
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
(b) Investment
Representation.
Purchaser is acquiring the Preferred Shares and Warrants (and upon conversion
of
the Preferred Shares, the Shares, and upon exercise of the Warrants, the Warrant
Shares) as principal for his own account and not with a view to or for
distributing or reselling such Securities or any part thereof, without
prejudice, however, to Purchaser's right, subject to the provisions of this
Agreement, at all times to sell or otherwise dispose of all or any part of
such
Securities pursuant to an effective registration statement under the Securities
Act or under an exemption from such registration and in compliance with
applicable Federal and state securities laws. Nothing contained herein shall
be
deemed a representation or warranty by Purchaser to hold the Securities for
any
period of time or limit Purchaser’s right to sell the Securities pursuant to the
Registration Statement or otherwise in compliance with applicable federal and
state securities laws. Purchaser is acquiring the Securities hereunder in the
ordinary course of his business. Purchaser does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of
the
Securities.
(c) Purchaser
Status.
At the
time such Purchaser was offered the Securities, it was, and at the date hereof
it is, and on each date on which it exercises any Warrants it will be, an
"accredited investor" as defined in Rule 501(a) under the Securities Act.
Purchaser has not been formed solely for the purpose of acquiring the
Securities. Purchaser is not a registered broker-dealer under Section 15 of
the
Exchange Act.
(d) Experience
of Purchaser.
Purchaser, either alone or together with his 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 Securities, and has so evaluated the merits and risks of such investment.
Purchaser is able to bear the economic risk of an investment in the Securities
and, at the present time, is able to afford a complete loss of such investment.
(e) General
Solicitation.
Purchaser is not purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the Securities 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.
(f) No
Prior Short Selling.
Purchaser represents and warrants to the Company that at no time prior to the
date of this Agreement has Purchaser, its agents, representatives or affiliates
engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) "short sale" (as such term is defined in Rule 3b-3 of the 0000 Xxx) of
the
Common Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.
ARTICLE
IV
OTHER
AGREEMENTS OF THE PARTIES
4.1 Transfer
Restrictions.
The
Securities may only be disposed of in compliance with state and Federal
securities laws. In connection with any transfer of Securities other than
pursuant to an effective registration statement or an exemption therefrom,
to
the Company or to an Affiliate of a Purchaser, 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, to the effect
that such transfer does not require registration of such transferred Securities
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 Purchaser under this Agreement.
4.2 Furnishing
of Information.
As long
as the Purchaser owns Securities, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act. The Company further covenants that it will take
such further action as any holder of the Securities may reasonably request,
all
to the extent required from time to time to enable such Person to sell such
Shares without registration under the Securities Act within the limitation
of
the exemptions provided by Rule 144 under the Securities Act.
4.3 Registration
Rights.
(a) The
Company shall include all of the Shares to be issued upon conversion of the
Preferred Shares and the Warrant Shares (the “Registrable
Securities”)
in a
Registration Statement under the Securities Act (a "Registration
Document")
that
is filed by the Company within 30 days after the Second Closing.
(b) If
the
Registration Document is a part of an underwritten registered offering and
if
the managing underwriter(s) of such offering advises the Company in writing
that
in their opinion the number of Registrable Securities exceeds the number of
securities which can be sold therein without adversely affecting the
marketability of the offering, the Company may include in such registration
the
number of Registrable Securities which in the opinion of such underwriter(s)
can
be sold without adversely affecting the marketability of the offering, pro
rata
among the respective holders thereof on the basis of the amount of Registrable
Securities owned by each such holder. Any Registrable Securities not included
in
such Registration Document shall be registered within nine months after such
underwritten offering has been closed.
4.4 No
Short Sales or Hedging Transactions.
The
Purchaser agrees that beginning on the date of this Agreement and ending at
such
time all of the Securities purchased hereunder are sold, neither Purchaser
nor
its agents, representatives and affiliates shall in any manner whatsoever enter
into or effect, directly or indirectly, any (i) "short sale" (as such term
is
defined in Rule 3b-3 of the Exchange Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common
Stock.
4.5 Indemnification
of Purchaser.
The
Company shall indemnify, defend, and hold harmless, to the full extent of the
law, the Purchaser from, against, and in respect of any and all Losses (as
defined below) asserted against, relating to, imposed upon, or incurred by
the
Purchaser by reason of, resulting from, based upon or arising out
of:
(a) the
material breach by the Company of any material representation or warranty of
the
Company contained in or made pursuant to this Agreement or any Transaction
Document; or
(b) the
material breach by the Company of any material covenant or agreement of the
Company made in or pursuant to this Agreement or any Transaction
Document.
For
the
purposes of this Agreement, the terms “Loss” and “Losses” mean any and all
demands, claims, actions, losses, damages, liabilities (including any direct
or
indirect indebtedness, guaranty, obligation or responsibility), costs, and
expenses, including without limitation, interest, penalties, fines and
reasonable attorneys fees (but excluding any and all punitive damages, and
consequential costs, liabilities, losses, judgments, penalties, fines or
expenses).
ARTICLE
V
MISCELLANEOUS
5.1 Entire
Agreement.
The
Transaction Documents, together with the exhibits and schedules thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules.
5.2 Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile or email (if designated) prior to 4:30 p.m. (Los
Angeles local time) on a Trading Day with electronic confirmation of delivery,
(b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile or email (if designated) on a day
that
is not a Trading Day or later than 4:30 p.m. (Los Angeles local time) on any
Trading Day, (c) one Trading Day following the date of overnight delivery,
if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given (or actual
delivery to such person’s address of record). The addresses for such notices and
communications are those set forth on the signature pages hereof, or such other
address as may be designated in writing hereafter, in the same manner, by such
Person.
5.3 Amendments;
Waivers.
No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser
or, in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.
5.4 Headings.
The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.
5.5 Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns.
5.6 No
Third-Party Beneficiaries.
This
Agreement is intended solely for the benefit of the parties hereto and their
respective successors and permitted assigns.
5.7 Governing
Law; Venue; Waiver of Jury Trial.
All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced
in
accordance with the internal laws of the State of Nevada, without regard to
the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively
in
the state and Federal courts sitting in the City of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state
and
federal courts sitting in the City of New York for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any
of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or inconvenient venue for such proceeding. Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
The parties hereby waive all rights to a trial by jury. If either party shall
commence an action or proceeding to enforce any provisions of the Transaction
Documents, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.
5.8 Survival.
The
representations and warranties contained herein shall survive the Closing and
the delivery of the Shares for the applicable statue of
limitations.
5.9 Execution.
This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) such document
with the same force and effect as if such facsimile signature page were an
original thereof.
5.10 Severability.
If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and
the
parties will attempt to agree upon a valid and enforceable provision that is
a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
5.11 Replacement
of Shares.
If any
certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested.
5.12 Remedies.
In
addition to being entitled to exercise all rights provided herein or granted
by
law, including recovery of damages, the Purchaser and the Company will be
entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance
of
any such obligation the defense that a remedy at law would be
adequate.
5.13 Fees
and Expenses.
Each
party shall pay the fees and expenses of its advisers, counsel, accountants
and
other experts, if any, and all other expenses incurred by such party incident
to
the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other
taxes and duties levied in connection with the issuance of any Securities
including fees associated with filling the Registration Statement.
IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement
to be duly executed by its authorized signatory as of the date first set forth
above.
| LEGEND MEDIA, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx Dash | |
|
Xxxxxxx Dash, CEO |
||
[PURCHASER
SIGNATURE PAGES TO LEGEND MEDIA, INC.
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first set forth above.
Name
of
Purchaser: Maoming
China Fund
Signature
of Authorized Signatory of Purchaser:
/s/ Julien Moulin
Name
of
Authorized Signatory: Julien
Moulin
Title
of
Authorized Signatory: Director
Email
Address: xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
Telephone
Number: + 00 000 00000000
Facsimile
Number: + 86
Address
of Purchaser:
Xxxxxxx
Xxxxx
00
Xxxx
Xxxxxx
PO
Box
1350GT
Grand
Cayman
Cayman
Islands
Today’s
Date: 01 April 2008
|
First
Closing Subscription Amount:
|
$3,000,000
|
|
Second
Closing Subscription Amount:
|
$2,000,000
|
|
Total:
|
$5,000,000
|
Schedule
1
Options
|
Xxxxxxx
Dash, CEO:
|
400,000 options |
| Xxxx Xxxxx, Director: | 80,000 options |
| Xxxxxxx Xxxxxx, Director: | 80,000 options |
Warrants
|
RMK:
|
200,000 warrants |
| Blueday Investments: | 50,000 warrants |
| Xxxxxxxx Xxxxxx | 40,000 warrants |
| Newport Capital | 40,000 warrants |
