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EXHIBIT 10.9 DEFINITIVE JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

EXHIBIT 10.9 DEFINITIVE JOINT VENTURE AGREEMENT | Document Parties: JUPITER GLOBAL HOLDINGS CORP | LIVESTAR ENTERTAINMENT GROUP, INC. | GLOBAL BANCORP, INC. You are currently viewing:
This Joint Venture JV Agreement involves

JUPITER GLOBAL HOLDINGS CORP | LIVESTAR ENTERTAINMENT GROUP, INC. | GLOBAL BANCORP, INC.

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Title: EXHIBIT 10.9 DEFINITIVE JOINT VENTURE AGREEMENT
Date: 9/15/2005

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DEFINITIVE JOINT VENTURE AGREEMENT

 

 

 

by and between

 

 

 

LIVESTAR ENTERTAINMENT GROUP, INC.

 

 

 

and

 

 

GLOBAL BANCORP, INC.

 

 

 

December 28, 2004

 

 

 

 


 

 

 

DEFINITIVE JOINT VENTURE AGREEMENT

 

This DEFINITIVE JOINT VENTURE AGREEMENT ("AGREEMENT") is made as of December 28, 2004, by and between GLOBAL BANCORP, INC., a Nevada corporation ("GBBI"), and LIVESTAR ENTERTAINMENT GROUP, INC., a Nevada corporation ("LVSG"). GBBI and LVSG are hereunder also referred to collectively as the "PARTIES" and individually as a "PARTY."

 

A. LVSG is an entertainment holding company currently transitioning to a holding company structure.

 

B. GBBI is development company with a focus on advanced digital media technologies including Video on Demand, Voice Over Internet (“VoIP”), and a smart card bank platform for future integrated commerce and e-commerce applications such as Web-Enabled ATMs (personal banking in the home). 

 

C. The Parties desire to form a joint venture to pursue the Business, as hereafter defined.

 

NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

 

1. DEFINITIONS

 

1.1 "AFFILIATE" means any Person: (a) that is controlled by, controls, or is under common control with a Party (collectively, a "CONTROLLED PERSON"); or (b) that is controlled by, controls, or is under common control with any such Controlled Person, in each case for so long as such control continues; provided, however, that for purposes of Section 3.2 Affiliates of LVSG shall include Persons in which LVSG owns, directly or indirectly, at least thirty percent (30%) of the outstanding voting shares, regardless of whether such control actually exists. For purposes of this definition, "CONTROL" shall mean the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or other ownership interests, by contract or otherwise).

 

1.2 "APPLICABLE LAW" means, as to any Person, any statute, law, rule, regulation, directive, treaty, judgment, order, decree or injunction of any Governmental Authority that is applicable to or binding upon such Person or any of its properties.

 

           1.3 "BOARD" means the board of directors of the Company.

 

           1.4 "BUSINESS" means the business of the Company as described herein.

 

           1.5 "BUSINESS DAY" means a day on which commercial banks in Nevada.

 

           1.6 "CLOSING DATE" is defined in Section 3.2.

 

1.7 "COMMON STOCK" means common stock of the Company as authorized by the Articles.

 

           1.8 "COMPANY" is defined in Section 3.1.

 

1.9 "COMPANY INTEREST" means, as to any Person, the percentage interest represented by the Securities then held by such Person divided by all then outstanding Securities (on an as-converted to Common Stock basis).

 

           1.10 "CONFIDENTIAL INFORMATION" is defined in Section 5.1.

 

           1.11 "DISCLOSING PARTY" is defined in Section 5.1.

 

           1.12 "EFFECTIVE DATE" means the date of this Agreement.

 

           1.13 "ESTABLISHMENT DATE" is defined in Section 3.1.

 

1.14 "GOVERNMENTAL AUTHORITY" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing.

 

           1.15 "LAUNCH DATE" is defined in Section 3.1.

 

           1.16 "PARTY" and "PARTIES" are defined in the opening paragraph of this Agreement.

 

1.17 "PERSON" means a natural individual, Governmental Authority, partnership, firm, corporation, or other business association.

 

           1.18 "PRESIDENT" means the president of the Company.

 

           1.19 "RECEIVING PARTY" is defined in Section 5.1.

 

1.20 "SECURITIES" means all outstanding shares of Common Stock, and any other equity securities of the Company or instruments exercisable for or convertible into Common Stock.

 

           1.21 "TERRITORY" means the world.

 

           1.22 "TERM" is defined in Section 7.1.

 

1.23 "TRANSACTION DOCUMENTS" means this Agreement, the Asset Purchase Agreement.

 

           1.24 "TRANSFERRED SHARES" is defined in Section 3.2.

 

1.25 "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement to be entered into between GBBI and the Company on the Closing Date in the form of attached Exhibit 1.0.

 

2. PURPOSE OF JOINT VENTURE

 

The Parties hereby associate themselves in a joint venture relationship which shall have as its principal purpose the establishment and development of the Business. The Business will be limited initially to (1) developing, marketing and providing of a Voice Over IP service (“VoIP”) throughout the world, with initial rollout in Canada and the United States and (2) activities incidental thereto.

 

 

 

3. ESTABLISHMENT AND CAPITALIZATION OF THE COMPANY

 

           3.1 Establishment. The Parties agree that the joint venture contemplated by this Agreement shall be carried out exclusively through a newly-formed Nevada corporation initially established by both LVSG and GBBI (the "COMPANY"). The Company's corporate name shall be VOXBOX Telecom, Inc. The Parties shall use commercially reasonable efforts to cause the Establishment Date to occur on or before February 1, 2005 and the Launch Date to occur on or before a date to be agreed upon by the Parties after mutual discussions. For the purposes of this Agreement, "ESTABLISHMENT DATE" means the date on which the Company is established and "LAUNCH DATE" means the date on which the Company commences commercial operations.

 

           3.2 Capitalization.

 

                 (a) Initial Capitalization. The Company shall, as of the Establishment Date, have authorized capital stock consisting of two classes of shares designated as Preferred Stock and Common Stock. The Company's initial equity shall be funded as follows:

 

                       (i) GBBI Initial Subscription. On or prior to the Establishment Date, GBBI shall subscribe for 10,000 shares of Common Stock, representing a one-hundred-percent (100%) Company Interest, for an aggregate purchase price of the transfer of the rights to the VOXBOX service.

 

                       (ii) LVSG Purchase. On a date within fifteen (15) days after the Establishment Date mutually agreed by the Parties (the "CLOSING DATE"),

 

 

·

(a)GBBI shall (x) sell to LVSG, and LVSG shall purchase from GBBI, 800 shares of Common Stock representing a four percent (4%) Company Interest (the "TRANSFERRED SHARES") for an aggregate purchase price of $40,000 USD which the parties acknowledge will be paid to GBBI by LVSG. ($4950 USD has been paid in advance to GBBI prior the date of this Agreement and the balance of $35,050 USD will be owing to GBBI to be paid by June 28, 2005).

 

 

·

(b) On or prior to the Closing Date, LVSG shall subscribe for 8,400 shares of Common Stock, representing a forty five-percent (46%) Company Interest the (“Financing Purchase Shares”), for an aggregate purchase price of $420,000 USD in financing for the Company (the “Financing Purchase Price”).

 

 

o

LVSG shall provide the Company with the Financing Purchase Price $420,000.00 USD) as per 12 monthly payments of $35,000 USD as per the following schedule (the “Financing Schedule”):

 

o

January 28, 2005

 

 

o

February 28, 2005

 

o

March 28, 2005

 

 

o

April 28, 2005

 

o

May 28, 2005

 

 

o

June 28, 2005

 

o

July 28, 2005

 

 

o

August 28, 2005

 

o

September 28, 2005

 

 

o

October 28, 2005

 

o

November 28, 2005

 

 

o

December 28, 2005

 

 

·

The Parties agree that if required by that LVSG may forward the Financing Purchase Price in lesser or greater amounts and at more frequent or less frequent times as per the above Financing Schedule. The parties agree that if by June 28, 2005 LVSG has not provided a minimum of $140,000 of the Financing Purchase Price that the Company will have the right to seek third party financing to acquire the pro-rated balance of the Financing Purchase Shares from LVSG that LVSG has not forwarded the subsequent pro-rated Financing Purchase Price to the Company up to the date of the Deficient Payments Notice. If the Company elects to seek third party financing it will issue to LVSG a written notice of such election herein referred to as a “Deficient Payments Notice”. LVSG will have the right to maintain its rights to the Financing Purchase Shares by advancing to the Company the amount equal to the Financing Purchase Price it should have made at the time of receipt of the Deficient Payment Notice plus the early advancement of the next payment as per the Financing Schedule within 15 days of the receipt of the Deficient Payments Notice.

 

 

·

If LVSG is not able to comply with the terms of Deficient Payments Notice. GBBI will have the right to sell to a third party the prorated portion of the Financing Purchase Shares issued to LVSG that LVSG has not forwarded the respective Financing Purchase Price for.

 

                 (b) Certain Deliveries. On or before the Closing Date, and as a condition to the purchase and sale of the Transferred Shares and the Financing Purchase Shares:

 

                       (i) the Establishment Date shall have occurred;

 

                       (ii) GBBI and the Company shall have executed and delivered the Asset Purchase Agreement to the Company and LVSG;

 

                       (v) each Party shall have received one original of each of the fully executed Transaction Documents.

 

                 (c) Delivery of Share Certificates and Stock Powers. Promptly after the Closing Date, the Company shall:

 

(i) deliver to GBBI share certificates representing the shares of Common Stock purchased by GBBI pursuant to this Section 3.2, and;

 

(ii) deliver to the attorney of the Company certificates representing the shares of Common Stock purchased by LVSG pursuant to this Section 3.2, the representing the Financing Purchase Shares purchased by LVSG will be held in escrow with the attorney for the Company and delivered prorated to LVSG in increments as the Purchase Price funds are received by the Company from LVSG, and;

 

(iii) on or before the Closing LVSG will also deliver to the attorney of the Company signature guaranteed stock powers (the “Stock Powers”) the Stock Powers will be used to allow transfer of the certificates issued to LVSG only in the event LVSG does not take possession of the certificates due its unforeseen inability to complete the Financing Purchase Price as described in this Section 3.2.

3.3 Financial Assistance.

 

                 (a) Financial Assistance. The Board may, by written notice to the Parties pursuant to the terms of this Agreement, request that the Parties provide additional financial assistance to the Company, including in the form of credit support or loans, and, in such event, if such Party agrees to provide such additional financial assistance (either directly or through its designees to the Board), such Party shall make such financial assistance available to the Company pro rata in accordance with its respective Company Interest and the Company Interests of all Parties so approving such financial assistance.

 

4. OPERATION AND MANAGEMENT OF THE COMPANY

 

     4.1 Operation of the Company. Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Documents, including, without limitation, to vote all Securities held by it to effect the terms hereof.

 

     4.2 Board of Directors. The Company will be managed by the Board in accordance with the terms of this Agreement and Applicable Law. The Board shall initially consist of five (2) Directors, one (1) of whom shall be appointed by LVSG and one (1) of whom shall be appointed by GBBI.

 

     4.3 Removal; Reappointment of Directors. Any Director may be removed for cause in accordance with Applicable Law. In addition, each Party having the right to appoint a Director pursuant to this Section 4 shall also have the right, in its sole discretion, to remove such Director at any time, effective upon delivery of written notice to the Company, the Director to be removed and to the other Party. In the case of a vacancy in the office of a Director for any reason (including removal pursuant to the preceding sentence), the vacancy shall be filled by the Party that appointed the Director in question.

 

     4.4 Board Meetings. The President shall have the authority to convene Board meetings, including the authority to specify the time and place of such meetings. Directors may attend Board meetings in person or by any other means of attendance permitted under the Bylaws of the Company, provided, however, that (a) the Board shall meet at least once during each annual fiscal period and (b) written notice of all Board meetings shall be given in accordance with the Bylaws

 

     4.5 Board Quorum; Resolutions. A quorum shall be deemed to exist for purposes of Board actions in accordance of the Bylaws of the Company Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at a meeting at which a valid quorum pursuant to this Section 4.5 is present.

 

     4.6 Shareholders' Meetings. Shareholders of the Company shall receive notice of each shareholders' meeting in accordance with the Company Bylaws. The Company shall have at least one shareholders' meeting each calendar year. Such meeting will take place at such time and place as is determined by the Board.

 

     4.7 Financial Statements and Accounting Records. All financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and in reasonable detail, and shall contain such financial data as LVSG and GBBI may deem necessary in order to keep the Parties advised of the Company's financial status. The Company shall, at LVSG's request, provide LVSG with such financial information as LVSG may reasonably deem necessary for purposes of complying with its periodic reporting obligations under U.S. securities law and shall cooperate with LVSG in connection


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