STOCK PURCHASE AGREEMENT
Execution
Version
This
Stock Purchase Agreement (this “Agreement”) is made
as of December 31, 2009, among POW! Entertainment, Inc., a Delaware corporation
(the “Company”)
and Catalyst Investments, LLC, a Delaware limited liability company (“Investor”).
RECITALS
The
Company wants to sell, and Investor wants to buy, as of the date of this
Agreement, shares of the common stock, $.001 par value per share, of the Company
(the “Common
Stock”), on the terms and conditions contained herein.
NOW,
THEREFORE, in consideration of the foregoing, and of the representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:
AGREEMENT
1. Purchase and Sale of
Stock
1.1 Sale and Issuance of Common
Stock. Subject to the terms and conditions of this Agreement,
Investor agrees to purchase at the Closing, and the Company agrees to sell
and issue to Investor at the Closing, 13,172,153 shares of the Common Stock for
an aggregate purchase price of Two Million Five Hundred Thousand Dollars
($2,500,000.00) in cash, to be paid by wire transfer in accordance with the
Company’s instructions. The shares of Common Stock to be sold pursuant to
this Agreement are collectively referred to herein as the “Shares.”
1.2 Closing. The
purchase and sale of Shares shall take place at the offices of the Company at
10:00 a.m. on December 31, 2009, or at such other time and place as the Company
and Investor shall mutually agree (which time and place are designated as the
“Closing”).
2. Representations and
Warranties of the Company. The Company hereby represents and
warrants to Investor that as of the Closing:
2.1 Organization, Good Standing
and Qualification. The Company is a corporation duly incorporated,
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
currently conducted. The Company is duly qualified to transact
business and is in good standing in California and each other jurisdiction in
which the failure to so qualify would materially and adversely affect the
Company’s business, properties, prospects or financial
condition. True, complete and correct copies of the Company’s
Certificate of Incorporation and Bylaws and all amendments thereto, as in
effect as of the date hereof, have been made available to Investor.
2.2 Authorization. All
corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution and delivery of this
Agreement and any documents delivered in connection herewith, the performance of
all obligations of the Company hereunder and thereunder, and the authorization,
issuance, sale and delivery of the Shares being sold hereunder has been taken,
and this Agreement constitutes a valid and legally binding obligation
of the Company, enforceable in accordance with its terms, subject to: (a) laws
limiting the availability of specific performance, injunctive relief and other
equitable remedies; and (b) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect generally relating to or
affecting creditors’ rights generally.
2.3 Capitalization
(a) The
authorized capital stock of the Company consists solely of Two Hundred Fifty
Million (250,000,000) shares of Common Stock. Immediately prior to
the Closing, 118,549,381 shares of Common Stock shall be issued and outstanding,
and no shares of Common Stock shall be held in treasury by the
Company. All outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable and free of
preemptive and similar rights. No shares of capital stock of the
Company are owned by POW! Entertainment, LLC or QED Productions LLC (each a
“Company
Subsidiary”). The Company and each Company Subsidiary shall be
a “Company
Entity”
(b) Except
for the Common Stock, there are no issued or outstanding securities (debt,
equity or otherwise) of the Company. There are no outstanding rights
(including without limitation “phantom” stock rights, restricted stock units and
stock appreciation rights), options, warrants, preemptive rights, rights of
first refusal or similar rights for the purchase or acquisition from the Company
or any Company Subsidiary of any of their respective securities nor are there
any commitments to issue or execute any such rights, options, warrants,
preemptive rights or rights of first refusal. There are no
outstanding rights or obligations of any Company Entity to repurchase or redeem
any of their respective securities. There are no proxies, voting
trusts or other agreements or understandings to which any Company Entity is a
party or is bound with respect to the voting of the capital stock of, or other
equity interests in, such Company Entity.
(c) All
outstanding Company securities have been issued in compliance with state and
federal securities laws. None of the Company’s securities has been
heretofore issued or sold pursuant to a transaction in which any person was paid
compensation for finding, introducing, arranging for or procuring the sale of
the Company’s securities. No person has been paid a success fee or
other compensation based upon whether or not a sale of the Company’s securities
was consummated, or has participated in the negotiation or recommended the sale,
of the Company’s securities in such a way as to cause such person to be
considered a broker-dealer under the securities laws of applicable federal or
state laws that might give the purchaser of such securities the right to rescind
the sale thereof or to receive any payment from the Company as a result thereof,
including but not limited to a right of rescission under Section 25501.5 of the
California Corporations Code.
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2.4 Company
Subsidiaries. Except
for the Company Subsidiaries and any entities formed to facilitate the
exploitation of specific properties (“Development JV’s”),
the Company holds no voting securities, equity securities, partnership interest,
membership interest, capital interest or equity rights of any kind with respect
to any corporation, general or limited partnership, limited liability company or
other entity. Each Company Subsidiary is (a) a limited liability
company, duly organized, validly existing and in good standing under the laws of
the state of its organization, (b) has all requisite power and authority to
carry on its business as currently conducted, and (c) is duly qualified to
transact business and is in good standing in California and each other
jurisdiction in which the failure to so qualify would materially and adversely
affect such Company Subsidiary’s business, properties, prospects or financial
condition. True, complete and correct copies of the
organizational documents of each Company Subsidiary and all amendments thereto,
as in effect as of the date hereof, have been made available to
Investor. All of the outstanding securities of, and other equity
interests in, each Company Subsidiary have been duly authorized and validly
issued, are fully paid and nonassessable and were issued in compliance with
state and federal securities laws. All of the outstanding securities
of, and other equity interests in, each of the Subsidiaries of the Company, are
owned, directly or indirectly, by the Company, and are owned free and clear of
any mortgage, pledge, lien, charge or encumbrance and free of any other
limitation or restriction.
2.5 Consents and
Approvals. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any third
party or any federal, state or local governmental authority on the part of the
Company is required in connection with the offer, sale or issuance of the Shares
or the consummation of any other transaction contemplated
hereby. Assuming that the representations of the Investor set forth
in Section 3 below are true and correct, the offer, sale, and issuance of the
Shares in conformity with the terms of this Agreement are exempt from applicable
federal and state securities laws, including the registration requirements of
Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and
from the qualification requirements of Section 25110 of the California
Corporations Code, and neither the Company nor any authorized agent acting on
its behalf will take any action hereafter that would cause the loss of such
exemptions.
2.6 Valid Issuance of Common
Stock. The Shares
being purchased by the Investor hereunder, when issued, sold, and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under
this Agreement and under applicable state and federal securities
laws.
2.7 No Violations. No
Company Entity is in violation or default of any provision of their
organizational documents. No Company Entity is in violation or
default of any provision of any instrument, contract, commitment, judgment,
writ, decree, order or obligation to which it is a party or by which it or any
of its assets are bound or, to the Company’s knowledge, of any provision of any
federal, state or local statute, rule or governmental regulation applicable to
any Company Entity which violation or default, in each case, would be reasonably
likely to materially adversely affect the business, properties, prospects or
financial condition of the Company Entities’ taken as a whole. No
Company Entity has received any notice of any violation of any such federal,
state or local statute, rule or governmental regulation which has not been
remedied prior to the date hereof. The execution, delivery and
performance of and compliance with this Agreement (including the issuance and
sale of the Shares) and any document or instrument delivered in connection
herewith will not (a) result in any violation or default of any provision of any
instrument, contract, commitment, judgment, writ, decree, order or obligation to
which a Company Entity is a party or by which it or any of its assets are bound,
(b) be in conflict with or constitute, with or without the passage of time or
giving of notice, a default under any such provision, (c) require any consent or
waiver under any such provision, (d) result in the creation of any mortgage,
pledge, lien, charge or encumbrance upon any of the assets of any Company Entity
pursuant to any such provision, or (e) result in the suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license,
authorization or approval.
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2.8 Financial Statements. The
consolidated financial statements of the Company (the “Financial Statements”)
have been prepared from the books and records of the Company, are materially
true and correct to the best knowledge of the Company and present fairly the
financial position and the results of operations and cash flows of the Company
and Company Subsidiaries, on a consolidated basis, as at and for the periods
indicated, in each case in material conformity with U.S. generally accepted
accounting principles (“GAAP”) consistently applied.
2.9 Liabilities. Except
as set forth in the Financial Statements, the Company Entities have no material
liabilities or obligations, absolute or contingent, except (a) obligations and
liabilities incurred in the ordinary course of business since the respective
dates of such Financial Statements, or (b) material obligations that are not
required by GAAP to be reflected in the Financial Statements. No
default exists with respect to or under any indebtedness of a Company Entity
under any instrument or agreement relating thereto which default would
reasonably be expected to have a material adverse effect on the business,
properties, prospects or financial condition of the Company Entities’ taken as a
whole. No Company Entity is a guarantor or indemnitor of any
indebtedness of any other person or entity.
2.10 Absence of Certain
Changes. Since the date of the most recent Financial Statements,
there has been no (a) material adverse change in the condition, financial or
otherwise, of the Company Entities or in their assets, liabilities, properties
or business, taken as a whole, (b) declaration, setting aside or payment of any
dividend or other distribution with respect to the capital stock of the Company
or redemption of any share of capital stock of the Company, (c) acceleration or
prepayment of any indebtedness for a material amount of borrowed money or the
refunding of any such indebtedness, or (d) disposition of any material assets
otherwise than for fair value in the ordinary course of business, or any other
transaction by the Company otherwise than for fair value in the ordinary course
of business.
2.11 Agreements. All
material contracts, agreements and understandings are in full force and
effect. There no material disputes or proceedings relating to any
such material contract, understanding or agreement, the Company Entities have
not received or given any notice of default, and no condition now exists which,
with notice or the lapse of time or both, would render any Company Entity or, to
the knowledge of the Company, any third party, in default under any material
contracts, understandings or agreements to which a Company Entity is a party,
except in each case where such dispute or default would be reasonably likely to
have a material adverse effect on the business, properties, prospects or
financial condition of the Company Entities taken as a whole.
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2.12 Intellectual
Property
(a) “IP Rights” shall mean
patents and applications therefor, trade secrets (including know-how,
proprietary business information, computer programs, inventions, discoveries,
improvements, technology and technical data), trademarks and service marks
(including characters’ names and other protectable elements and registrations of
the foregoing and applications therefor), trade dress, trade names, Internet
domain names and URLs, copyrights and similar rights in protectable material,
rights of publicity, software and all other intellectual property, proprietary
and intangible rights. The Company Entities own, free and clear of
all mortgages, pledges, liens, charges, restrictions or encumbrances, and have
good and marketable title to, or hold adequate licenses or otherwise possesses
all such IP Rights (unless such rights are in the public domain) as are used in
or necessary for the conduct of their business as now conducted, except to the
extent the failure to hold such rights would not materially adversely affect the
business, properties, prospects or financial condition of the Company Entities
taken as a whole (the “Company
IP”).
(b) Except
with respect to Xxxx Xxx Media, Inc. v. Xxxx Xxx, et al. (C.D. Cal.) and the
related cases involving Xxxx Xxx Media, Inc. (the “SLM
Litigation”), no Company Entity has received written notice of any
conflict or alleged conflict with the rights of others pertaining to any Company
IP. To the Company’s knowledge without conducting any special
investigation, the business and operations of the Company Entities as presently
conducted does not infringe upon or violate any intellectual property rights or
trade secrets of others. Except for payments in connection with
Development JV’s or pursuant to participation arrangements with writers,
producers, studios and other parties involved in creative content development,
no Company Entity is currently obligated or under any existing liability to make
royalty or other payments to any owner of, licensor of, or other claimant to,
any IP Rights with respect to the use thereof or in connection with the conduct
of its business as now conducted. Except for the SLM Litigation, to
the Company’s knowledge, no employee of a Company Entity is subject to any
employment agreement or proprietary information agreement that he or she had
with a previous employer or any intellectual property policy of such employer,
which affects or allegedly affects the rights of the Company Entities to use the
Company IP.
2.13 Litigation. There
is no action, suit, investigation or proceeding pending, or to the Company’s
knowledge threatened, against any Company Entity or its properties or assets by
or before any court, arbitrator or governmental authority which (a) questions
the validity of any action to be taken pursuant to this Agreement, or (b) could
reasonably be expected to have a material adverse effect on the business
properties, prospects or financial condition of the Company Entities taken as a
whole. No Company Entity is in default with respect to any judgment,
order, writ, injunction, decree or award applicable to it or its business or
properties.
2.14 Title to Property and
Assets. The Company and each Company Subsidiary has good and
marketable title to all of its assets that it owns free and clear of all
mortgages, liens, deeds of trust, loans and encumbrances, except liens for
current taxes and assessments not yet due and minor liens and encumbrances which
arise in the ordinary course of business and which do not, in any case, in the
aggregate, materially detract from the value or use of the asset subject thereto
or materially impair the operations of the Company Entities, taken as a
whole. With respect to any property it leases, each Company Entity is
in material compliance with such leases and holds a valid leasehold interest
free of all liens, claims or encumbrances.
2.15 Permits. Each
Company Entities has all franchises, permits, licenses and any similar authority
(a) necessary for the conduct of its business as now being conducted by it, and
(b) the absence of which would materially and adversely affect the business,
properties, prospects or financial condition of the Company Entities taken
as a whole. The Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar
authority.
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2.16 Employee Benefit
Plans. No Company Entity has established, sponsored, maintained,
made any contributions to or been obligated by law to establish, maintain,
sponsor or make any contributions to any “employee pension benefit plan” or
“employee welfare benefit plan” (as such terms are defined in the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)), including,
without limitation, any “multi-employer plan.” The Company Entities
have complied with all applicable laws relating to the employment of labor,
including provisions relating to wages, hours, equal opportunity, collective
bargaining and the payment of Social Security and other taxes, and with ERISA
except to the extent that noncompliance would not reasonably be expected to
materially and adversely affect the business, properties, prospects or financial
condition of the Company Entities taken as a whole, and the Company
Entities have no knowledge of any pending or threatened claim against the
Company with respect to the foregoing.
2.17 Taxes. Each
Company Entity has timely completed and duly filed all federal, state and local
tax returns required to have been filed by it (or has received a valid extension
therefor), and all taxes that are shown on such returns have been paid, other
than taxes contested in good faith by appropriate proceeding. There
are in effect no waivers of applicable statutes of limitations with respect to
taxes for any year. There have been no examinations or audits of any
tax returns or reports by any applicable federal, state or local governmental
agency.
2.18 Registration Rights; Voting
Rights. The Company has not granted or agreed to grant, and is not
under any obligation to provide, any rights to register under the Securities Act
any of its presently outstanding securities or any of its securities that may be
issued subsequently. The Company has no knowledge of any stockholder
of the Company who has entered into any agreement with respect to the voting of
equity securities of the Company.
2.19 Disclosure. The
Company has fully provided or made available to Investor all the information
that Investor has requested in writing from the Company for deciding whether to
purchase the Shares. Neither
this Agreement nor any document or certificate furnished by the Company to
Investor in connection with Investor’s purchase of the Shares contains any
untrue statement of a material fact or, when taken together, omits to state a
material fact necessary to make the statements herein or therein, in light of
the circumstances under which they were made, not misleading. The
term “knowledge” with respect to any of the Company Entities means the current
actual knowledge of Xxxx Xxx, Gill Champion and Xxxxxx Xxxxxxxxx with no duty of
investigation.
3. Representations and
Warranties of Investor. Investor hereby represents and
warrants to the Company that as of the Closing:
3.1 Experience. Investor
is experienced in evaluating and investing in private placement transactions of
securities of companies such as the Company, and has through its current
officers and the officers of its affiliated entities such knowledge and
experience in financial and business matters such that Investor is capable of
evaluating the merits and risks of Investor’s investment in the Company, and has
the ability to bear the economic risks of the investment.
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3.2 Accredited
Investor. Investor is an “accredited investor” within the meaning of
Securities and Exchange Commission Rule 501 of Regulation D, as presently in
effect, under the Securities Act.
3.3 Purchase Entirely for Own
Account. Investor is acquiring the Shares for investment for
Investor’s own account, not as a nominee or agent, and not with the view to, or
for resale in connection with, any distribution thereof. Investor
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any
third person (other than an affiliate of the Investor) with respect to any of
the Shares
3.4 Restricted
Securities. Investor
acknowledges that the Shares must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available. Investor is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions; among the conditions for use of Rule 144 may be the availability of
current information to the public about the Company; such information is not now
available and the Company has no present plans to make such information
available.
3.5 Legend. Investor
acknowledges that, to the extent applicable, each certificate evidencing the
Shares shall be endorsed with a legend substantially in the form set forth
below, as well as any additional legend imposed or required by the Company’s
Bylaws or applicable state securities laws:
THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
3.6 Access to
Data. Investor has received and reviewed information about the
Company Entities and has had an opportunity to discuss their business,
management and financial affairs with its management and to review the Company’s
facilities. Investor believes it has received all the information it
considers necessary or appropriate for deciding whether to purchase the
Shares. Investor understands and acknowledges that such discussions,
as well as any written information issued by the Company, (a) were intended to
describe the aspects of the business, properties, prospects or financial
condition of the Company Entities which the Company believes to be
material, but were not necessarily an exhaustive description, and (b) may have
contained forward-looking statements involving known and unknown risks and
uncertainties which may cause the Company’s actual results in future periods or
plans for future periods to differ materially from what was anticipated and that
no representations or warranties were or are being made with respect to any such
forward-looking statements or the probability of achieving any of the results
projected in any of such forward-looking statements. The foregoing,
however, does not limit or modify the representations and warranties of the
Company in Section 2 of this Agreement or the right of Investor to rely
thereon.
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3.7 Authorization. This
Agreement when executed and delivered by Investor will constitute a valid and
legally binding obligation of Investor, enforceable in accordance with its
terms, subject to: (a) judicial principles limiting the availability
of specific performance, injunctive relief, and other equitable remedies; and
(b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect generally relating to or affecting creditors’ rights
generally.
3.8 Reliance Upon Investor
Representations. Investor understands that the Shares have not
been registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent as expressed
herein. Investor understands and acknowledges that the offering of
the Shares pursuant to this Agreement will not be registered under the
Securities Act on the ground that the sale provided for in this Agreement and
the issuance of securities hereunder is exempt from the registration
requirements of the Securities Act.
4. Other
Provisions
4.1 Governing
Law. This Agreement shall be governed in all respects by the laws of
the State of Delaware without regard to choice of laws or conflict of laws
provisions thereof.
4.2 Survival. The
representations, warranties, covenants and agreements made herein shall survive
the Closing. All statements of the Company as to factual matters
contained in any certificate delivered by or on behalf of the Company pursuant
hereto shall be deemed to be the representations and warranties of the Company
hereunder as of such date of such certificate.
4.3 Successors and
Assigns. Except as
otherwise provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto; provided however, that Investor shall not
be permitted to assign this Agreement except in connection with the transfer of
all its Shares to an affiliated entity controlled by, controlling or under
common control with Investor. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
by this Agreement.
4.4 Entire
Agreement. This Agreement and any other documents delivered
pursuant hereto constitute the full and entire understanding and agreement among
the parties with regard to the subjects hereof and thereof.
4.5 Notices. All
notices or other communications given pursuant to this Agreement shall be in
writing and shall be (a) personally delivered, (b) delivered via a nationally
recognized overnight delivery service (such as FedEx or UPS) or (c) delivered by
first-class, registered, certified or express mail, return receipt requested,
postage prepaid, in each at the addresses set forth on the signature page for
the party receiving notice. All such notices and other written
communications shall be deemed effectively given upon personal delivery to the
party to be notified (or upon the date of attempted delivery where delivery is
refused).
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4.6 Delays or
Omissions. No delay or omission to exercise any right, power
or remedy accruing to Investor upon any breach or default of the Company under
this Agreement shall impair any such right, power or remedy of such holder, nor
shall it be construed to be a waiver of any such breach or default or an
acquiescence therein, or of in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing or as provided in this
Agreement. All remedies, either under this Agreement or by law or
otherwise afforded to any holder, shall be cumulative and not
alternative.
4.7 California Corporate
Securities Law. THE SALE OF
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105
OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.
4.8 Expenses. The
Company and Investor shall bear their own expenses and legal fees incurred on
their behalf with respect to this Agreement and the transactions contemplated
hereby.
4.9 Amendments and
Waivers. Any term of
this Agreement may be amended only by written consent, duly executed by the
Company and Investor. Any term of this Agreement may only be waived
by a writing duly executed by the party granting such waiver. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any securities purchased under this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.
4.10 No Brokers or
Finders. Each party
hereto represents to the other parties hereto that it has not retained any
broker, agent or person in connection with the transactions contemplated by this
Agreement. Each party hereto agrees to indemnify the other
parties hereto against any claims asserted against the other parties for any
such fees or commissions by any person purporting to act or to have acted for or
on behalf of the indemnifying party.
4.11 Counterparts. This
Agreement may be executed in any number of counterparts and signatures may be
delivered by facsimile, each of which may be executed by less than all parties,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one
instrument.
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4.12 Severability. If
any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed
from this Agreement and the balance of this Agreement shall be enforceable in
accordance with its terms.
4.13 Headings. The
headings of the sections and subsections contained in this Agreement are
inserted for convenience only and do not form a part or affect the meaning,
construction or scope of the sections and subsections.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written
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CATALYST INVESTMENTS, LLC
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By:
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The Xxxx Disney Company, its sole
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By:
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member
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Name: Gill Champion
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Title: President & COO
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By:
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Name: Xxxxxxx X. XxXxxxxx
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Address:
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Title: Managing Vice President, Counsel
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0000 Xxxxx Xxxxxx Xxxx.
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Xxxxx 000
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Address:
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Xxxxxxx Xxxxx, XX 00000
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c/o The Xxxx Disney Company
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Attention: President
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000 Xxxxx Xxxxx Xxxxx Xxxxxx
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Xxxxxxx, XX 00000-0000
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With a copy to:
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Attention: Corporate Strategy, Business
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Ganfer & Shore
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Development & Technology
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000 Xxxxxxxxx Xxx.
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Xxx Xxxx, XX 00000
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With a copy to:
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Attention: Xxxxxx Xxxxxxxxx, Esq.
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The Xxxx Disney Company
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000 Xxxxx Xxxxx Xxxxx Xxxxxx
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Xxxxxxx, XX 00000-0000
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Attention: Corporate Legal
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