EXHIBIT 10.2
SHARE EXCHANGE
AND OPTION AGREEMENT
THIS SHARE EXCHANGE AND OPTION AGREEMENT (this "AGREEMENT") is made and
entered into as of this 28h day of May, 2003, by and between BRILLIANT DIGITAL
ENTERTAINMENT, INC., a Delaware corporation (the "BDE"), and JOLTID LTD., a
British Virgin Islands company formerly known as Blastoise Ltd. ("JOLTID").
RECITALS:
A. BDE owns 2,295,000 shares of common stock, par value $0.001
per share (the "ALTNET COMMON STOCK"), of ALTNET, INC., a Delaware corporation
("ALTNET"), represented by common stock certificate number 1, and Joltid owns
2,205,000 shares of common stock, par value $0.001 per share, of Altnet,
represented by common stock certificate number 2.
B. BDE desires to purchase from Joltid, and Joltid desires to
sell to BDE, 1,102,500 shares of Altnet Common Stock in exchange for the
issuance by BDE to Joltid of 7,000,000 shares of common stock, par value $0.001
per share, of BDE (the "BDE COMMON STOCK"), all pursuant to the terms and
conditions set forth in this Agreement.
C. For a purchase price of 1,000,000 shares of BDE Common Stock,
BDE desires to purchase from Joltid, and Joltid desires to sell to BDE, an
option to purchase up to an additional 1,102,500 shares of Altnet Common Stock
in exchange for the issuance by BDE to Joltid of an additional 7,000,000 shares
of BDE Common Stock, all pursuant to the terms and conditions set forth in this
Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants contained herein, the Parties agree as follows:
1. PURCHASE AND SALE OF ALTNET SHARES. BDE hereby purchases from
Joltid, and Joltid hereby sells to BDE, 1,102,500 shares (the "ALTNET SHARES")
of Altnet Common Stock, for the purchase price set forth in Section 2.
Concurrently with the execution and delivery of this Agreement, Joltid shall
deliver to BDE a stock certificate representing the Altnet Shares, duly endorsed
for transfer or accompanied by instruments of transfer and conveyance in form
and substance reasonably satisfactory to BDE.
2. PURCHASE PRICE. In consideration for the Altnet Shares, BDE
shall issue to Joltid 7,000,000 newly issued shares (the "BDE SHARES") of BDE
Common Stock, which BDE Shares will be issued and delivered to Joltid within ten
(10) business days following the execution and delivery of this Agreement.
3. OPTION TO PURCHASE ADDITIONAL ALTNET COMMON STOCK.
3.1 GRANT OF OPTION. For the purchase price set forth in
SECTION 3.2, Joltid hereby sells and grants to BDE, the right and option (the
"OPTION"), upon the terms and subject to the conditions set forth in this
SECTION 3, to purchase up to 1,102,500 shares (the "OPTION SHARES") of Altnet
Common Stock currently owned by Joltid for an aggregate exercise price per share
(the "EXERCISE Price") of 0.1575 newly issued shares of BDE Common Stock, for an
aggregate Exercise Price of 7,000,000 shares of BDE Common Stock for all such
Option Shares. The shares of BDE Common Stock that comprise the Exercise Price
are sometimes referred to herein as the "BDE OPTION SHARES". The number of
Option Shares and the Exercise Price shall be subject to adjustment as set forth
in SECTIONS 3.5 and 3.6 hereof.
3.2 OPTION PURCHASE PRICE. In consideration for the
Option, BDE shall issue to Joltid 1,000,000 newly issued shares (the "BDE OPTION
PRICE SHARES") of BDE Common Stock, which BDE Option Price Shares will be issued
and delivered to Joltid within ten (10) business days following the execution
and delivery of this Agreement.
3.3 TERM OF OPTION. The Option shall terminate and expire
at 5:00 p.m. (Los Angeles Time) on the second anniversary of the date hereof
(the "EXPIRATION DATE"). Notwithstanding the foregoing, Joltid shall have the
right to terminate the Option, upon fifteen (15) days advance written notice to
BDE, if at any time before February 28, 2004, BDE's Common Stock ceases to be
registered under Section 12(b) or Section 12(g) of the Securities Exchange Act
of 1934.
3.4 EXERCISE OF OPTION. The Option may be exercised by
BDE on one or more occasions at any time after the date hereof and before the
Expiration Date, by delivery of written notice of exercise to Joltid along with
payment of the Exercise Price for the number of Option Shares being acquired in
connection with such exercise. The Option can be exercised in whole or in part.
There is no obligation to exercise the Option. No fractional shares will be
issued in payment of the Exercise Price. If on exercise of the Option, a
fraction of a share of BDE Common Stock results, BDE will pay the cash value of
that fractional share, with the value of any such full share equal to the
closing sales price of BDE's Common Stock on the trading day immediately
preceding the date of exercise as reported on the American Stock Exchange or
such other principal exchange on which the BDE Common Stock is then traded.
3.5 ADJUSTMENTS DUE TO CHANGES IN ALTNET COMMON STOCK.
The number of Option Shares and the Exercise Price shall be subject to
adjustment from time to time as follows:
(a) In the event Altnet should at any time or
from time to time after the date hereof fix a record date for the effectuation
of a split or subdivision of the outstanding shares of Altnet Common Stock or
the determination of holders of Altnet Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Altnet Common
Stock or other securities or rights convertible into, or entitling the holder
thereof to receive, directly or indirectly, additional shares of Altnet Common
Stock (hereinafter referred to as "ALTNET COMMON STOCK EQUIVALENTS") without
payment of any consideration by such holder for the additional shares of Altnet
Common Stock or the Altnet Common Stock Equivalents (including the additional
shares of Altnet Common Stock issuable upon conversion or exercise
2
thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the number of
Option Shares shall be increased in proportion to such increase in the aggregate
number of shares of Altnet Common Stock outstanding and those issuable with
respect to such Altnet Common Stock Equivalents and the Exercise Price per share
shall be proportionately decreased so that the aggregate Exercise Price shall
remain unchanged.
(b) If the number of shares of Altnet Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Altnet Common Stock, then, following
the record date of such combination, the number of Option Shares shall be
decreased in proportion to such decrease in the aggregate number of shares of
Altnet Common Stock outstanding and the Exercise Price per share shall be
proportionately increased so that the aggregate Exercise Price shall remain
unchanged.
(c) In case of any capital reorganization, any
reclassification of the Altnet Common Stock (other than a change in par value or
recapitalization described in clauses (a) or (b) of this SECTION 3.5), or the
consolidation of Altnet with, or a sale of substantially all of the assets of
Altnet to (which sale is followed by a liquidation or dissolution of Altnet), or
merger of Altnet with, another entity, BDE shall thereafter be entitled upon
exercise of the Option to purchase the kind and number of shares of stock or
other securities or property of the surviving corporation receivable upon such
event by a holder of the number of shares of the Altnet Common Stock which the
Option entitles BDE to purchase from Joltid immediately prior to such event; and
in any such case, appropriate adjustment shall be made in the application of the
provisions set forth in this SECTION 3 with respect to BDE's rights and
interests thereafter, to the end that the provisions set forth in this Agreement
shall thereafter be applicable in relation to any shares or other property
thereafter purchasable upon exercise of the Option.
3.6 ADJUSTMENTS DUE TO CHANGES IN BDE COMMON STOCK. The
number of BDE Option Shares that comprise the Exercise Price shall be subject to
adjustment from time to time as follows:
(a) In the event BDE should at any time or from
time to time after the date hereof fix a record date for the effectuation of a
split or subdivision of the outstanding shares of BDE Common Stock or the
determination of holders of BDE Common Stock entitled to receive a dividend or
other distribution payable in additional shares of BDE Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive, directly or indirectly, additional shares of BDE Common Stock
(hereinafter referred to as "BDE COMMON STOCK EQUIVALENTS") without payment of
any consideration by such holder for the additional shares of BDE Common Stock
or the BDE Common Stock Equivalents (including the additional shares of BDE
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or subdivision if
no record date is fixed), the number of BDE Option Shares that comprise the
Exercise Price shall be increased in proportion to such increase in the
aggregate number of shares of BDE Common Stock outstanding and those issuable
with respect to such BDE Common Stock Equivalents.
(b) If the number of shares of BDE Common Stock
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of BDE
3
Common Stock, then, following the record date of such combination, the number of
BDE Option Shares that comprise the Exercise Price shall be decreased in
proportion to such decrease in the aggregate number of shares of BDE Common
Stock outstanding.
3.7 LOCK-UP; LEGEND; CUSTODY. Prior to the Expiration
Date, without the prior written consent of BDE, Joltid shall not sell, transfer,
assign, pledge, or otherwise dispose of, or enter into any contract or
understanding with respect to the sale, transfer, assignment, or other
disposition of, the Option Shares or any interest contained therein, except
pursuant to an exercise of the Option by BDE. Joltid agrees that each
certificate representing Option Shares shall be endorsed with a legend in
substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
AGREEMENT RESTRICTING THEIR TRANSFER, A COPY OF WHICH IS ON
FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED TO ANY
PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES,
AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE,
TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SHARES REPRESENTED BY THIS CERTIFICATE."
As soon as practicable following the date hereof, Joltid shall deliver
to the Secretary of Altnet, stock certificates representing the Option Shares to
permit Altnet to endorse such certificates with the legend set forth above.
Additionally, Joltid hereby authorizes Altnet to hold such stock certificates in
its custody during the term of the Option, and Joltid agrees that it shall not
be entitled to physical possession of the stock certificates representing the
Option Shares during the term of the Option. Joltid shall be entitled to have
the legend referred to above removed and the stock certificates representing the
Option Shares, to the extent not acquired by BDE, delivered to Joltid as soon as
practicable following the Expiration Date.
3.8 TRANSFER OF OPTION. BDE may transfer all or any
portion of the Option and its rights under this SECTION 3 to any other person or
entity.
3.9 INVESTMENT REPRESENTATION LETTER. If requested by
BDE, in connection with any exercise of the Option, Joltid shall furnish BDE
with an investment letter relating to the BDE Option Shares in form and
substance reasonably satisfactory to BDE and its counsel.
4. REPRESENTATIONS AND WARRANTIES OF JOLTID.
4.1 STATUS. Joltid is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.
4.2 POWER AND AUTHORITY. Joltid has all requisite power
and authority to accept, execute and deliver this Agreement, to transfer and
sell the Altnet Shares and Option Shares and to carry out the provisions of this
Agreement.
4.3 APPROVALS. All action on the part of Joltid, its
Board of Directors and shareholders necessary for the authorization, execution
and delivery of this Agreement, the
4
performance of all obligations of Joltid hereunder and thereunder, and the
authorization, sale and delivery of the Altnet Shares, the Option and the Option
Shares hereunder have been taken, and this Agreement constitutes valid and
legally binding obligations of Joltid, enforceable 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.
4.4 INVESTMENT. Joltid has been advised that the BDE
Shares and the BDE Option Price Shares have not been, and the BDE Option Shares,
if issued upon exercise of the Option, will not be, registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT") nor qualified under
any state Blue Sky law, on the ground that no distribution or public offering of
the BDE Shares, the BDE Option Price Shares and BDE Option Shares is to be
effected, and that in this connection BDE is relying in part on the
representations of Joltid set forth in this SECTION 3. Joltid represents that:
(a) INVESTMENT INTENT. Joltid is acquiring the
BDE Shares and the BDE Option Price Shares solely for its own account, for
investment purposes only, and with no present intention of distributing, selling
or otherwise disposing of the BDE Shares and the BDE Option Price Shares. If BDE
exercises the Option, Joltid will acquire the BDE Option Shares solely for its
own account, for investment purposes only, and with no then present intention of
distributing, selling or otherwise disposing of the BDE Option Shares.
(b) ECONOMIC RISK. Joltid is able to bear the
economic risk of an investment in the BDE Shares, BDE Option Price Shares and
BDE Option Shares acquired by it or to be acquired by it pursuant to this
Agreement and can afford to sustain a total loss on such investment.
(c) SOPHISTICATION. Joltid (i) has a preexisting
business relationship with BDE or its officers and/or directors, and (ii) is an
experienced and sophisticated investor, is able to fend for itself in the
transactions contemplated by this Agreement, and has such knowledge and
experience in financial and business matters that it is capable of evaluating
the risks and merits of acquiring the BDE Shares, the BDE Option Price Shares
and BDE Option Shares. Joltid has had, during the course of this transaction and
prior to its purchase of the BDE Shares and BDE Option Price Shares, the
opportunity to ask questions of, and receive answers from, BDE and its
management concerning BDE and the terms and conditions of this Agreement. Joltid
hereby acknowledges that it has received all such information as it considers
necessary for evaluating the risks and merits of acquiring the BDE Shares and
BDE Option Price Shares and for verifying the accuracy of any information
furnished to it or to which he had access.
(d) ACCREDITED INVESTOR. Joltid is an
"accredited investor" for purposes of Regulation D promulgated by the Securities
and Exchange Commission (the "COMMISSION") under the Securities Act.
4.5 TRANSFER RESTRICTIONS. Joltid understands the
restrictions on resale and transfer of the BDE Shares, the BDE Option Price
Shares and BDE Option Shares imposed upon
5
Joltid pursuant to SECTION 5 of this Agreement, and will abide by such resale
and transfer restrictions.
4.6 LEGEND. Joltid understands that a legend in
substantially the following form will be placed on the certificates representing
the BDE Shares, BDE Option Price Shares and BDE Option Shares (if any):
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED."
4.7 TITLE TO ALTNET SHARES AND OPTION SHARES. Joltid owns
beneficially and of record, and has good and marketable title to, the Altnet
Shares and the Option Shares, free and clear of all liens, claims, encumbrances,
preemptive rights, rights of first refusal and restrictions on transfer, except
as imposed by applicable securities laws. Upon delivery of and transfer to
Joltid of the BDE Shares in exchange for the Altnet Shares as provided in this
Agreement, BDE will acquire good and marketable title to the Altnet Shares, free
and clear of all liens, claims, encumbrances, preemptive rights, rights of first
refusal and restrictions on transfer, except as imposed by applicable securities
laws. Upon delivery of and transfer to Joltid of the BDE Option Shares upon
exercise of the Option for Option Shares as provided in this Agreement, BDE will
acquire good and marketable title to such Option Shares, free and clear of all
liens, claims, encumbrances, preemptive rights, rights of first refusal and
restrictions on transfer, except as imposed by applicable securities laws.
5. RESTRICTIONS ON TRANSFER.
5.1 SECURITIES LAW COMPLIANCE. Joltid hereby agrees that
none of the BDE Shares, BDE Option Price Shares or BDE Option Shares (if
acquired by Joltid) shall be sold, transferred, assigned, pledged, hypothecated
or otherwise disposed of unless and until one of the following events shall have
occurred:
5.1.1 Such securities are disposed of pursuant to
and in conformity with an effective registration statement filed with the
Commission pursuant to the Securities Act or pursuant to Rule 144 of the
Commission thereunder; or
5.1.2 BDE shall have received a written opinion of
counsel reasonably acceptable to BDE (which may be counsel for BDE) to the
effect that the proposed transfer is exempt from the registration and prospectus
delivery requirements of the Securities Act.
As a further condition to any such disposition and to BDE's obligation
to register any such disposition, so long as the legend set forth above will
appear on the stock certificate resulting from such transfer, BDE may require,
as a condition to such transfer, that the
6
contemplated transferee furnish BDE with an investment letter in form and
substance reasonably satisfactory to BDE and its counsel.
5.2 LOCK-UP; LEGEND. Without the prior written consent of
BDE, Joltid shall not sell, transfer, assign, pledge, or otherwise dispose of,
or enter into any contract or understanding with respect to the sale, transfer,
assignment, or other disposition of, (i) the BDE Shares or any interest
contained therein, and (ii) the BDE Option Shares or any interest contained
therein, if acquired by Joltid, in each case in a private placement transaction
for a period of one (1) year following the date such BDE Shares or BDE Option
Shares, as the case may be, were acquired by Joltid. Additionally, without the
prior written consent of BDE, Joltid shall not sell, transfer, assign, or
pledge, or enter into any contract or understanding with respect to the sale,
transfer, assignment, or pledge, of any of the securities referred to in the
immediately preceding sentence, in a private placement transaction to any
"Competitor" of BDE at any time from and after the date of this Agreement. For
purposes hereof, "Competitor" shall mean any company that operates, either
directly or indirectly through an affiliate, and internet service provider,
peer-to-peer, or digital content aggregation or distribution business. This
Section 5.2 shall not apply to any public sale by Joltid of any of the
securities referred to in this Section. Joltid agrees that each certificate
representing BDE Shares and BDE Option Shares (if issued), shall be endorsed
with a legend in substantially the form set forth in SECTION 3.7 of this
Agreement.
6. REPRESENTATIONS AND WARRANTIES OF BDE. BDE hereby represents
and warrants to Joltid that:
6.1 STATUS. BDE is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted.
6.2 POWER. BDE has all requisite power and authority to
accept, execute and deliver this Agreement, to issue and sell the BDE Shares and
to carry out the provisions of this Agreement.
6.3 APPROVALS. All action on the part of BDE, its Board
of Directors and shareholders necessary for the authorization, execution and
delivery of this Agreement, the performance of all obligations of BDE hereunder
and thereunder, and the authorization, issuance, sale and delivery of the BDE
Shares, the BDE Option Price Shares and the BDE Option Shares hereunder have
been taken, and this Agreement constitutes valid and legally binding obligations
of BDE, enforceable 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.
6.4 EXEMPTION FROM REGISTRATION; VALID ISSUANCES. Subject
to the accuracy of Joltid's representations in SECTION 4, the sale of the BDE
Shares, the BDE Option Price Shares and the BDE Option Shares will not require
registration under the Securities Act or any applicable state securities law.
The BDE Shares, the BDE Option Price Shares and the BDE Option Shares, when
issued, sold and delivered in accordance with the terms of this Agreement, shall
be duly and validly issued, fully-paid and non-assessable shares of BDE Common
Stock,
7
free of all liens, claims, encumbrances, preemptive rights, rights of first
refusal and restrictions on transfer, except as imposed by applicable securities
laws or this Agreement.
6.5 SEC DOCUMENTS. BDE has made available to Joltid true
and complete copies of BDE's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 and each report, proxy statement or registration
statement filed by BDE with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act since the
filing of such Annual Report through the date hereof (collectively such
documents are referred to as the "SEC DOCUMENTS"). As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act, and rules and regulations of the Commission promulgated thereunder
and the SEC Documents did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of BDE included in the
SEC Documents complied in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto at the time of such
inclusion. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position
of BDE as of the dates thereof and the results of operations and cash flows for
the periods then ended (subject, in the case of unaudited interim statements, to
normal year-end audit adjustments).
7. INFORMATION RIGHTS. For so long as Joltid holds at least
5,000,000 shares (as adjusted for stock splits, reverse stock splits, and
similar adjustments) of Common Stock of BDE, BDE shall:
7.1 Furnish to Joltid, no later than fifty days after the
end of each fiscal quarter of BDE (except the last quarter of BDE's fiscal
year), unaudited consolidated financial statements, including a consolidated
balance sheet as of the end of such fiscal quarter, a consolidated statement of
income and a consolidated statement of cash flows for such quarter and the
current fiscal year to date, such financial statements to be prepared in
accordance with GAAP consistently applied (with the exception of footnotes);
7.2 Furnish to Joltid, no later than one hundred five
days after the end of each fiscal year of BDE, audited consolidated financial
statements, including a consolidated balance sheet as of the end of such fiscal
year, a consolidated statement of income and a consolidated statement of cash
flows for such year, all prepared in accordance with GAAP consistently applied;
and
7.3 Further to Joltid, as soon as practicable following
their preparation and finalization, minutes of all meetings of the full Board of
Directors of BDE; provided, however, that BDE shall have the right to redact
from such minutes any discussion, resolution, or description of any action by
the Board (i) involving Joltid or any of its officers, directors, or
8
stockholders, or (ii) any information that BDE desires to remain subject to the
Attorney-Client Privilege against discovery by third parties.
Joltid agrees that so long as BDE publicly files annual and quarterly
reports with the Commission, BDE shall have satisfied its obligations to provide
the financial statements referred to in SECTIONS 7.1 and 7.2 to Joltid by
publicly filing them with the Commission on or before the dates such reports are
required to be provided to Joltid. Presently, such reports can be accessed
online at the Commissions website at xxx.xxx.xxx. Further, it shall be a
condition to BDE's obligations to provide the financial statements referred to
in SECTIONS 7.1 and 7.2 and the minutes referred to in SECTION 7.3 that Joltid
execute a confidentiality agreement acceptable to BDE which prevents the
unauthorized disclosure or use of confidential information included in such
financial statements or minutes.
8. MISCELLANEOUS.
8.1 ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement and understanding of the parties in respect of its subject
matters and supersedes all prior understandings, agreements, or representations
by or between the parties, written or oral, to the extent they relate in any way
to the subject matter hereof.
8.2 COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed as original but all of which
together shall constitute one and the same instrument.
8.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.
8.4 SUBMISSION TO JURISDICTION; VENUE. The Parties hereto
expressly acknowledge and agree that the exclusive forum for the resolution of
disputes hereunder shall be the courts located in Sydney, Australia, and waive
any objection thereto on the basis of personal jurisdiction or venue.
8.5 SEVERABILITY. The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions hereof.
8.6 EXPENSES. Each party shall bear its own costs and
expenses incurred in connection with the preparation, execution and performance
of this Agreement and the transactions contemplated hereunder including all fees
and expenses of agents, representatives, financial advisors, legal counsel and
accountants.
9
IN WITNESS WHEREOF, this Agreement has been executed by the parties
with the intent that it be effective as of the date first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.
a Delaware corporation
By: /S/ XXXXX XXXXXXXXXX
-----------------------------------
Xxxxx Xxxxxxxxxx
Its: Chief Executive Officer
JOLTID LTD.,
a British Virgin Islands corporation
By: Xxxxxxxx Secretaries (Jersey) Limited
Its: Secretary
By: /S/ XXXXXXXX XXXXXXX
--------------------------
Xxxxxxxx XxXxxxx
Its: Authorized Signatory
10
