WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
12.
HEADINGS AND CAPTIONS.
THE TITLES OR
CAPTIONS OF PARAGRAPHS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE OF
REFERENCE ONLY, AND SHALL NOT BE CONSIDERED A PART HEREOF FOR PURPOSES OF
INTERPRETING OR APPLYING THIS AGREEMENT, AND SUCH TITLES OR CAPTIONS DO NOT
DEFINE, LIMIT, EXTEND, EXPLAIN OR DESCRIBE THE SCOPE OR EXTENT OF THIS AGREEMENT
OR ANY OF ITS TERMS OR CONDITIONS.
13.
GENDER AND NUMBER.
WORDS AND PHRASES HEREIN
SHALL BE CONSTRUED AS IN THE SINGULAR OR PLURAL NUMBER AND AS MASCULINE,
FEMININE OR NEUTER GENDER, ACCORDING TO THE CONTEXT.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT, AND IN MAKING PROOF HEREOF, IT SHALL NOT BE NECESSARY TO PRODUCE OR
ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART.
15.
BINDING EFFECT ON SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS AND
ASSIGNS. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER
UPON ANY PARTY, OTHER THAN THE PARTIES HERETO (AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS), ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ESCROW AGENT:
SCL:
RAICE PAYKIN & KRIEG LLP
SCL VENTURES, LTD.
By:
/s/ Dave Thomas
By:
/s/
Mitchell Sepaniak
Member
Mitchell Sepaniak
President
LASER:
MR. GIORDANO:
LASER RECORDING SYSTEMS, INC.
/s/ Anthony Giordano
Anthony Giordano
By:
/s/
Carl Lanzisera
Carl Lanzisera
FAMILY PARTNERSHIP:
Chief Executive Officer
A. GIORDANO FAMILY LIMITED
PARTNERSHIP
LASER SIGNATORY SHAREHOLDERS:
By:
/s/
Bronwyn Kathryn Fulton
Name:
Bronwyn Kathryn Fulton
Title:
General Partner
/s/
Carl Lanzisera
Carl Lanzisera
/s/
Carrie Niemiera
EPG:
Carrie Niemiera
EPG LIMITED
/s/ Harvey Kash
Harvey Kash
By:
/s/
Joseph Zumwalt
Name:
Joseph Zumwalt
Title:
Managing Member