REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as of
October 30, 1998, by and between LEISURE VENTURES PTE LTD., a corporation
organized under the laws of Singapore ("Seller"), KINGDOM PLANET HOLLYWOOD,
LTD., an exempted company incorporated in the Cayman Islands with limited
liability ("Investor") and PLANET HOLLYWOOD INTERNATIONAL, INC., a corporation
organized under the laws of the State of Delaware (the "Company").
WHEREAS, Seller and Investor have entered into a Stock Purchase Agreement
dated as of August 17, 1998 (the "Stock Purchase Agreement"), whereby Seller has
agreed to sell to Investor, Ten Million (10,000,000) shares of Class A Common
Stock, par value $0.01 per share, of the Company (the "Purchased Shares").
WHEREAS, the closing of the Stock Purchase Agreement is contingent on
certain events, including, but not limited to, (i) effectiveness of an SEC
registration statement covering the resale of the Purchased Shares by Investor,
and (ii) the agreement by the Company to indemnify Investor for certain
misstatements or omissions in such registration statement.
WHEREAS, exclusive of the Purchased Shares, Investor beneficially owns Five
Million Six Hundred Ninety-nine Thousand Two Hundred Thirty-seven (5,699,237)
shares of the Company's Class A Common Stock (the "Previously Owned Shares")
(the Purchased Shares and Previously Owned Shares to be collectively referred to
herein as the "Registerable Securities").
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. RECITALS. The parties hereby agree that the aforementioned recitals
are true and correct and, together with the definitions set forth therein and in
the preamble to this Agreement, are hereby incorporated into this Agreement by
this reference.
2. REQUIRED REGISTRATION.
(a) The Company agrees to register under the Securities Act of
1933, as amended (the "Act"), the resale of the Registerable Securities by
Investor. The Company, however, is obligated to effect only one registration
pursuant to this Section 2.
(b) The Company shall, as expeditiously as reasonably possible:
(i) Prepare and file with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-3 or statements or
similar documents (the "S-3 Registration Statement") with respect to the
Registerable Securities, other than any Registerable Securities excluded by
Investor, and thereafter use its best efforts to cause the S-3 Registration
Statement to become effective, and keep the S-3 Registration Statement effective
at all times until all Registerable Securities covered by such S-3 Registration
Statement are sold;
Page 1 of 12
(ii) Prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to the S-3 Registration
Statement and the prospectus used in connection with the S-3 Registration
Statement as may be necessary to keep the S-3 Registration Statement effective
during the term provided for in Section 2(b)(i) hereof and, during such period,
comply with the provisions of the Act with respect to the disposition of all
Registerable Securities covered by the S-3 Registration Statement until such
date;
(iii) Promptly furnish to Investor such numbers of copies of
a prospectus, including a preliminary prospectus, and all amendments and
supplements thereto (in each case including all exhibits), as may be reasonably
requested in conformity with the requirements of the Act;
(iv) Promptly notify Investor, at any time when a prospectus
relating to the Registerable Securities covered by the S-3 Registration
Statement is required to be delivered under the Act, of the happening of any
event as a result of which the prospectus included in the S-3 Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing. The Company shall promptly amend or supplement the S-3 Registration
Statement to correct any such untrue statement or omission so that, as
thereafter delivered to the purchasers of such securities, such prospectus, as
supplemented or amended, shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
under which they were made; and promptly furnish to Investor a reasonable number
of copies of a supplement to or an amendment of such prospectus as may be
necessary;
(v) Promptly notify Investor of the issuance by the SEC of
any stop order suspending the effectiveness of the S-3 Registration Statement or
the initiation of any proceedings for that purpose. The Company will use its
best efforts to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible time;
(vi) Use its best efforts to register and qualify the
Registerable Securities included in the S-3 Registration Statement under such
other securities or "blue sky" laws of such states as shall be reasonably
requested by Investor for the distribution of the Registerable Securities;
provided, however, that the Company shall not be required to qualify to do
business, to file a general consent to service of process or to subject itself
to taxation in any state or jurisdiction in which it is not now so qualified or
taxed;
(vii) Use all reasonable efforts to cause the Company's
Class A Common Stock to continue to be listed on the New York Stock Exchange and
all other exchanges on which it is currently listed for so long as the Company
has an obligation to maintain the effectiveness of the S-3 Registration
Statement; and
(viii) Provide a transfer agent and registrar for the
Registerable Securities for so long as the Company has an obligation to maintain
the effectiveness of the S-3 Registration Statement.
Page 2 of 12
(c) If Investor elects to offer any or all of the Registerable
Securities pursuant to an underwritten public offering (other than pursuant to
Section 3 hereof), Investor shall have the right to select the investment
bankers(s) and manager(s) to administer the offering, subject to the Company's
approval, which shall not be unreasonably withheld. In such event, in addition
to its obligations under Section 2(b), the Company shall, as expeditiously as
reasonably possible:
(i) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other reasonable
actions as the underwriter(s) reasonably require in order to expedite or
facilitate the disposition of the Registerable Securities;
(ii) at the request of Investor, use its best efforts to
furnish on the date that the Registerable Securities are delivered to the
underwriter(s) for sale pursuant to such registration an opinion dated such date
of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and to Investor, stating that the S-3 Registration
Statement has become effective under the Act and that (A) to the best knowledge
of such counsel, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are pending
or contemplated under the Act; (B) the S-3 Registration Statement, the related
prospectus and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the Act (except that such counsel
need not express any opinion as to financial statements contained therein) and
(C) to such other effects as reasonably may be requested by counsel for the
underwriter(s) or by Investor or its counsel;
(iii) make available for inspection by Investor, any
underwriter participating in any disposition pursuant to the S-3 Registration
Statement, and any attorney, accountant or other agent retained by Investor or
any underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by Investor or any underwriter, attorney, accountant or agent in
connection with the S-3 Registration Statement; and
(iv) obtain a cold comfort letter from the Company's
independent public accountants in customary form and covering such matter of the
type customarily covered by cold comfort letters as Investor reasonably
requests.
(d) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 2 with respect to Investor,
that Investor shall furnish to the Company at such time as the Company shall
reasonably request such information regarding Investor, the Registerable
Securities held by Investor, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the
Registerable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.
Page 3 of 12
3. INCIDENTAL REGISTRATION.
(a) If, at any time subsequent to the date of this Agreement, the
Company proposes to register, in an underwritten public offering, any of its
equity securities (the "Priority Securities") under the Act (other than a
registration (i) relating to shares issuable upon exercise of employee stock
options or in connection with any employee benefit or similar plan of the
Company, or (ii) in connection with an acquisition by the Company of another
company) in a manner which would permit registration of the Registerable
Securities for sale to the public under the Act, it shall each such time, give
prompt written notice to Investor of its intention to do so and of Investor's
rights under this Section 3, at least thirty (30) days prior to the anticipated
filing date of the registration statement (a "Company Registration Statement")
relating to such registration. Such notice shall provide Investor the
opportunity to include in the Company Registration Statement such number of the
Registerable Securities as Investor may reasonably request.
(b) Upon the written request of Investor made within twenty (20) days
after the receipt of the Company's notice (which request shall specify the
number of the Registerable Securities requested to be included in the
registration), and subject to the provisions of Section 3(c) hereof, the Company
will use its best efforts to effect the registration under the Act of all
Registerable Securities which the Company has been so requested to register by
Investor; PROVIDED, that (i) Investor must sell such Registerable Securities to
the underwriters selected by the Company on the same terms and conditions as
apply to the Company; and (ii) if, at any time after giving written notice of
its intention to register any securities pursuant to Section 3(a) and prior to
the effective date of the Company Registration Statement filed in connection
with such registration, the Company shall determine for any reason not to
register the Priority Securities, the Company shall give written notice to
Investor and shall thereupon be relieved of its obligation to register any of
the Registerable Securities in connection with such registration.
(c) In connection with any registration pursuant to this Section 3, if
the managing underwriter advises the Company that, in its good faith view, the
number of equity securities (including all Registerable Securities) which the
Company, Investor and any other persons intend to include in such registration
exceeds the largest number of securities which can be sold without having an
adverse effect on such offering, including the price at which such securities
can be sold, then the Company will include in such registration (i) first, all
the Priority Securities, and (ii) second, as many securities (including all
Registerable Securities) requested to be included in such registration by
Investor or persons other than the Company; PROVIDED, that if the number of
securities requested to be included in such registration by Investor or such
other persons, together with the number of Priority Securities, exceeds the
number which the Company has been advised by the managing underwriter can be
sold in such offering without having the adverse effect referred to above, then
the number of securities (including all Registerable Securities) requested to be
included in such registration by the Investor or persons other than the Company
shall be reduced pro rata among the Investor and such other persons based upon
the number of equity securities of the Company owned by such holders.
Page 4 of 12
4. EXPENSES.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
counsel fees) incurred in connection with complying with state securities or
"blue sky" laws, fees and expenses incurred in connection with listing any of
the Registerable Securities on any securities exchange, transfer taxes, fees of
transfer agents and registrars and costs of insurance, but excluding any Selling
Expenses, are called "Registration Expenses." All underwriting discounts,
broker/dealer discounts and selling commissions applicable to the sale of the
Registerable Securities, and fees and disbursements of counsel for Investor, are
called "Selling Expenses."
(b) All Registration Expenses, other than SEC filing fees relating to
the Previously Owned Shares, shall be paid by Seller, or in the event such
expenses are first paid by the Company, Seller shall reimburse the Company for
all such expenses. All SEC filing fees relating to the Previously Owned Shares
shall be paid by Investor, or in the event such expenses are first paid by the
Company, Investor shall reimburse the Company for all such expenses. All Selling
Expenses shall by paid by Investor.
5. INDEMNIFICATION.
(a) To the fullest extent permitted by law, the Company will indemnify
and hold harmless Investor, each of its directors, officers and each person, if
any, who controls Investor, any underwriter (as defined in the Act) for Investor
and each person, if any, who controls any such underwriter within the meaning of
the Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"),
against any losses, claims, damages, expenses or liabilities (joint or several)
to which any of them may become subject under the Act, the 1934 Act or
otherwise, insofar as such losses, claims, damages, expenses or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively, a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in the S-3 Registration Statement
or any Company Registration Statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading; or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the Act, the
1934 Act or any state securities law; and the Company will reimburse Investor
and such underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, action or proceeding; provided, however,
that the indemnity agreement contained in this Section 5(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is affected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance on and in
conformity with written information furnished expressly for use
Page 5 of 12
in connection with such registration by Investor or any such underwriter, or
controlling person as the case may be.
(b) To the fullest extent permitted by law, Investor will indemnify
and hold harmless the Company, each of its directors, each of its officers who
have signed the S-3 Registration Statement or any Company Registration
Statement, each person, if any, who controls the Company within the meaning of
the Act or the 1934 Act, any underwriter or any of its directors or officers or
any person who controls such underwriter, against any losses, claims, damages or
liabilities (joint or several) to which any of them may become subject, under
the Act, the 1934 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by Investor expressly for
use in connection with such registration; and Investor will reimburse any legal
or other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, however, that the indemnity agreement contained in this Section 5(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of
Investor, which consent shall not be unreasonably withheld; and PROVIDED,
FURTHER, that Investor shall be liable under this Section 5(b) for only that
amount of losses, claims, damages and liabilities as does not exceed the
proceeds (net of underwriting discounts and commissions) to such Investor as a
result of the sale of the Registerable Securities pursuant to the S-3
Registration Statement or any Company Registration Statement.
(c) Promptly after receipt by an indemnified party under this Section
5 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnified party under this Section 5, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the parties; PROVIDED, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the indemnified party; PROVIDED FURTHER, however, that if there
exists or shall exist a conflict of interest that would make it inappropriate,
in the opinion of counsel to the indemnified party, for the same counsel to
represent the indemnified party and the indemnifying party or any affiliate
thereof, such fees and expenses shall be paid by the indemnifying party. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Section 5 only to the
extent such failure is prejudicial to its ability to defend such action, but the
omission to so deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 5.
(d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the
Page 6 of 12
indemnified party on the other hand in connection with the statements or
omissions that resulted in such loss, liability, claim, damage or expense, as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and the opportunity to
correct or prevent such statement or omission.
6. REPRESENTATIONS AND WARRANTIES. Seller, Investor and the Company each
represent and warrant to each other as follows:
(a) The execution, delivery and performance of this Agreement by such
party has been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, or any organizational documents of such party, or any indenture,
agreement or other instrument to which it or any of its properties or assets is
bound, conflict with, result in a breach of or constitute a default under any
such indenture, agreement or other instrument or result in the creation or
imposition of any lien, charge or encumbrance or any nature whatsoever upon any
of the properties or assets of such party.
(b) This Agreement has been duly executed and delivered by such party
and constitutes the legal, valid and binding obligation of such party,
enforceable in accordance with its terms.
7. SUSPENSION OF REGISTRATION AND SALES.
(a) Notwithstanding the provisions of Section 2, the Company's
obligation to file a registration statement pursuant to Section 2, or cause such
registration statement to become and remain effective, shall be suspended for a
period (or periods) not to exceed forty-five (45) days in any eighteen (18)
month period if the Company determines in good faith that: (i) such registration
might (A) interfere with or affect the negotiation or completion of any
transaction that is being contemplated by the Company at the time the right to
suspend is exercised, or (B) involve initial or continuing disclosure
obligations that are not in the best interest of the Company's stockholders, or
(ii) there exists at the time material non-public information relating to the
Company which in the reasonable opinion of the Company, should not be disclosed.
The Company shall provide Investor written notice prior to any such suspension.
(b) In the event:
(i) Investor requests the registration of any of the Registerable
Securities pursuant to Section 3 of this Agreement, or
(ii) any subsequent registration of the Class A Common Stock of
the Company (or any security convertible into or exchangeable for Class A Common
Stock) shall be in connection with an underwritten public offering and Investor
shall not request (or have the opportunity to request) the registration of any
of the Registerable Securities, Investor agrees not to effect any sale or
distribution of the Registerable Securities, whether pursuant to the S-3
Registration Statement, any sale pursuant to Rule 144 or any successor provision
under the Act,
Page 7 of 12
or any other public sale (other than as part of such underwritten public
offering) during the seven days prior to, and during the 120 day period which
begins on the effective date of such registration statement, provided that
Investor has received written notice of such registration at least two business
days prior to the anticipated beginning of the seven day period referred to
above. The 120 day period referred to in this subsection may be extended to a
period not to exceed 180 days upon the underwriter's written reasonable request.
8. RESTRICTIONS ON FURTHER SALES BY SELLER. As an inducement to the Company
to register the Purchased Shares, Seller agrees that without the prior written
consent of the Company, Seller will not to make any additional sale or transfer
of the Class A Common Stock of the Company currently held by Seller for a period
of one year from the date of this Agreement. The parties acknowledge that Seller
has previously delivered certain of its stock certificates representing shares
of the Company's Class A Common Stock currently held by Seller to certain banks
as collateral for loans made by such banks to Seller. The parties expressly
agree that the restrictions imposed on Seller in this Section 8 shall not apply
to any lender who holds shares of the Company's Class A Common Stock as
collateral for a loan made (or to be made) to Seller, and that the terms and
provisions of any such loan arrangements shall not be affected by this
Agreement.
9. MISCELLANEOUS
(a) CONDITION SUBSEQUENT. In the event the closing of the Stock
Purchase Agreement does not occur, this Agreement shall be null and void and all
obligations of the parties pursuant to this Agreement shall immediately
terminate.
(b) CHANGES IN REGISTERABLE SECURITIES. If, and as often as, there is
a change in the Registerable Securities by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Registerable
Securities as so changed.
(c) INFORMATION AVAILABLE. For so long as the Company has an
obligation to maintain the effectiveness of the S-3 Registration Statement, the
Company shall furnish to Investor:
(i) as soon as practicable (but in the case of the Company's
Annual Report to Stockholders, within 120 days after the end of each fiscal year
of the Company), one copy of (A) its Annual Report to Stockholders (which shall
contain financial statements audited in accordance with generally accepted
auditing standards certified by a national firm of certified public
accountants); (B) its Annual Report on Form 10-K; (C) its quarterly reports on
Form 10-Q (the foregoing, in each case, excluding exhibits); and (D) its current
reports on Form 8-K, if any, and
(ii) upon the request of Investor, all exhibits excluded by the
parenthetical to subsection (c)(i)(C) of this Section 9, in the form generally
available to the public.
Page 8 of 12
(d) SUCCESSORS AND ASSIGNS. The rights and obligations set forth in
this Agreement shall bind and inure to the benefit of the respective successors
and permitted assigns of the parties hereto. The rights and obligations set
forth in this Agreement shall not be assignable by any party hereto without the
express written consent of all other parties; PROVIDED that any party may freely
assign its rights and obligations under this Agreement to an "Affiliate" of such
party; and PROVIDED, FURTHER, that Investor may also freely assign its rights
and obligations under this Agreement to any banks or other lenders (or their
agents) who hold any of the Registerable Securities as collateral. For purposes
of this subsection, "Affiliate", shall mean, with respect to any party, any
natural person or firm, corporation, partnership, association, trust or other
entity which controls, is controlled by, or is under common control with, the
subject party.
(e) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and may be amended
only by a writing executed by all parties.
(f) FURTHER ASSURANCES. Each of the parties hereto agrees to take or
cause to be taken such further actions, to execute and deliver or cause to be
executed and delivered such further documents and instruments, and to obtain
such consents as may be necessary or as be reasonably requested in order to
fully effectuate the purpose, terms and conditions of this Agreement.
(g) GOVERNING LAW. This Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of New York.
(h) ARBITRATION. Any and all claims arising under or relating to this
Agreement and its subject matter shall be finally resolved only by arbitration
under the rules of conciliations and arbitration of the International Chamber of
Commerce by three (3) arbitrators appointed according to its rules and not by
any judicial body or forum. Arbitration shall take place in Geneva, Switzerland
and shall be conducted in the English language. Any arbitration award or
judgment shall be enforceable in any forum worldwide with jurisdiction over the
party against whom the arbitration award or judgment is to be enforced. The
parties intend that in any such arbitration proceeding that the arbitrators
grant broad discovery relevant to the claims to be arbitrated. The losing party
in the arbitration (as determined by the arbitral tribunal) shall pay all costs
(including reasonable legal fees and disbursements) incurred by the prevailing
party in connection therewith. Each party hereby waives any and all rights to,
and hereby covenants not to bring, any lawsuit, arbitration or other proceeding
in any jurisdiction, judicial body or forum arising under or relating to this
Agreement or its subject matter (other than an arbitration proceeding described
above or a legal proceeding solely to enforce the award or judgment of such
arbitration proceeding).
(i) NOTICES. All notices given under this Agreement shall be in
writing and shall be personally served or delivered by a private courier service
of international standing and recognition with charges prepaid, or transmitted
by facsimile, addressed as set forth below, or such other address as such party
shall have specified most recently by written notice:
Page 9 of 12
If to Seller: Leisure Ventures PTE Ltd.
c/o Kuo Investment Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: 000-000-0000
with a copy to: Gray, Harris & Xxxxxxxx, P.A.
(which shall 000 Xxxx Xxxx Xxxxxx
constitute notice) Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Xx.
Fax: 000-000-0000
If to Investor: Kingdom Planet Hollywood, Ltd.
c/o Kingdom Holding Company
X.X. Xxx 0000
Xxxxxx 00000
Xxxxxxx xx Xxxxx Xxxxxx
Attn: Mustafa Al Hejailan/Xxxx Xxxxx
Fax: 000-0-000-0000
with a copy to: Xxxxx & Xxxxxxx L.L.P.
(which shall Columbia Square
constitute notice) 000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxx X. Xxxx
Fax: 000-000-0000
If to Company: Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel
Fax: 000-000-0000
with a copy to: Gray, Harris & Xxxxxxxx, P.A.
(which shall 000 Xxxx Xxxx Xxxxxx
constitute notice) Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Xx.
Fax: 000-000-0000
Notice shall be deemed given or delivered on the date of service or transmission
if personally served or transmitted by facsimile. Notice otherwise sent as
provided herein shall be deemed given or delivered on the third business day
following delivery of such notice to a reputable overnight courier service.
Page 10 of 12
(j) BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and permitted assigns.
(k) COUNTERPARTS AND FACSIMILES. This Agreement may be executed in one
or more counterparts by the parties hereto. All counterparts shall be construed
together and shall constitute one agreement. Each counterpart shall be deemed an
original hereof notwithstanding less than all of the parties may have executed
it. All facsimile executions shall be treated as originals for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first written above.
LEISURE VENTURES PTE, LTD.
By:____________________________
Name:_________________________
Its:____________________________
KINGDOM PLANET HOLLYWOOD, LTD.
By:____________________________
Name:_________________________
Its:____________________________
PLANET HOLLYWOOD INTERNATIONAL, INC.
By:____________________________
Name:_________________________
Its:____________________________
Page 12 of 12
