604-9022
Attention: Dave Thomas, Esq.
B.
IF TO LASER OR THE LASER SIGNATORY SHAREHOLDERS, TO:
Carl Lanzisera
Chief Executive Officer
Laser Recording Systems Inc.
1395 New York Avenue
Huntington Station, New York 11746
Fax No.: (631) 421-6392
C.
IF TO SCL, TO:
Mitchell Sepaniak
President
SCL Ventures Ltd.
515 East Olas Boulevard
Suite 1350
Fort Lauderdale, Florida 33301
Fax No.: (954) 527-7751
with a copy to:
Brown Raysman Millstein Felder & Steiner LLP
900 Third Avenue
New York, New York 10022
Fax No.: (212) 895-2900
Attention: David Warburg, Esq.
d.
If to the SCL Investors, to:
Anthony Giordano
c/o Broadmoor Asset Management
515 East Olas Boulevard
Suite 1350
Fort Lauderdale, Florida 33301
Fax No.: (954) 527-7751
with a copy to:
Adorno & Yoss
350 East Las Olas Boulevard
Suite 1700
Fort Lauderdale, Florida
33301-4217
Fax No.: (954) 766-7800
Attention:
Charles Pearlman, Esq.
or to such other address as hereafter shall be designated in writing by the
applicable party.
7.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE
EXCHANGE AGREEMENT, AND ANY EXHIBITS AND SCHEDULES HERETO AND THERETO CONSTITUTE
THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT
MATTERS HEREOF, AND SUPERSEDE ALL NEGOTIATIONS, PRELIMINARY AGREEMENTS AND ALL
PRIOR AND CONTEMPORANEOUS DISCUSSIONS AND UNDERSTANDINGS OF THE PARTIES IN
CONNECTION WITH THE SUBJECT MATTERS HEREOF. ANY EXHIBITS AND SCHEDULES HERETO
ARE HEREBY INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT.
8.
AMENDMENTS.
NO AMENDMENT, WAIVER,
CHANGE OR MODIFICATION OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS MADE IN WRITING AND SIGNED OR INITIALED BY
THE PARTIES OR BY THEIR DULY AUTHORIZED AGENTS.
WAIVER OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT BE DEEMED A WAIVER OF FUTURE COMPLIANCE THEREWITH AND SUCH
PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.
9.
SEVERABILITY.
IN THE EVENT ANY
PROVISION OF THIS AGREEMENT IS HELD INVALID, ILLEGAL OR UNENFORCEABLE, IN WHOLE
OR IN PART, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED
THEREBY AND SHALL CONTINUE TO BE VALID AND ENFORCEABLE.
10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
11.
SUBMISSION TO JURISDICTION.
ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE
COURTS FROM ANY THEREOF.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF TO EACH PARTY BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO EACH PARTY AT ITS ADDRESS
SPECIFIED HEREIN.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING,