DATED 2008-07-27 Emanuele ROSSI Vincenzo PETRETTI Giuseppe SCIRETTA Philippe FAVRE Nicolas PELLOLIO Paul SANCHEZ Pierangelo BOTTINELLI Michel SCALEA Arnaud LIGUER-LAUBHOUET Gennaro PETRETTI PHOENIX VERMGENSVERWALTUNG [.] -and- Nicola SAVORETTI (hereafter the Vendors) -and- STRATUS MEDIA GROUP, Inc. (hereafter the Purchaser) SHARE PURCHASE AGREEMENT (in respect of the shares in Exclusive Events S.A.)

Emanuele ROSSI, Route du Rawyl 35, 3596 Montana, Switzerland

Vincenzo PETRETTI, Rue du Perron 39, 1196 Gland, Switzerland

Stratus Media Group, Inc. a company incorporated under the laws of California whose registered office is [.], Los Angeles, CA [.]

EXCLUSIVE EVENTS S.A. is a corporation limited by shares incorporated in Nyon / Switzerland under the laws of Switzerland (the “Company”).

B.

The Vendors are and will at Completion be the legal and beneficial owners free from all liens, charges and encumbrances of the shares in the Company, as set out in Part 1 of the First Schedule.

The Vendors and the Purchaser (further details relating to the Purchaser are set out in the Second Schedule) have agreed that the Purchaser shall purchase and the Vendors shall sell the shares in the Company upon and subject to the terms and conditions of this Agreement.

In this Agreement:

(i)

The following words and expressions shall (save where the context otherwise requires) have the meanings set against them below:

“2008 Shortfall”

has the meaning provided in clause 3.2 of this Agreement;

"Agreed Form"

means in the form agreed by and signed by or on behalf of the Parties;

"Auditors"

means the Auditors for the time being of each of the Company and Purchaser;

“Business”

means the business and operations of the Company as presently conducted.

“Business Day”

means a day when banks are open for business in Switzerland;

“Catch-Up Payment”

has the meaning provided in clause 3.2 of this Agreement;

"CHF"

means the currency having legal tender in Switzerland;

“Claim”

means any a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement.

“Client Entities”

means clients with which the Company has worked as of the date of this Agreement, and future clients of the Company.

“Companies Acts”

means the provisions of the Swiss Code of Obligations pertaining to corporations (société anonyme or Aktiengesellschaft);

“Company”

means Exclusive Events S.A., a company, further details of which are set out in Part 2 of the First Schedule;

 

means (i) the audited consolidated balance sheet of the Company as of each of December31, 2006, December 31, 2007, and the audited consolidated profit and loss statement and consolidated statement of cash flows of the Company for each of the foregoing periods; and(ii) the consolidated balance sheet of the Company as of and June 30, 2008, and the consolidated profit and loss statement and consolidated statement of cash flows of the Company for the same period.

means June 30, 2008;

"Completion"

means the date on which completion of the sale and purchase of the Shares takes place;

"Directors"

means the persons listed in Part 2 of the First Schedule as the directors of the Company;

“Employed Vendors”

means, collectively, Mr. Emanuele Rossi, Mr. Vincenzo Petretti, Mr. Nicolas Pellolio and Mr. Philippe Favre.

"Employment Agreements"

means the employment contracts in the Agreed Form between Exclusive Events S.A. and: Mr. Emanuele Rossi, Mr. Vincenzo Petretti, Mr. Nicolas Pellolio and Mr. Philippe Favre;

“Encumbrances”

means any interest or equity of any person(including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement or any agreement to create any of the above;

“Initial Consideration”

means the initial sum payable for the Shares determinable and payable in accordance with clause 3.1;

“Intellectual Property Rights”

means all rights conferred under statute, common law or equity in relation to: (i) patents, copyright, registered and unregistered designs, trademarks, domain names, business names and confidential information; and (ii) any application or right to apply for registration of any of the rights referred to in (i) above;

“Material Contract”

means either (i) any contract that relates to, or is likely to relate to, revenue or costs in any financial year of CHF 2,000.00 or more; or (ii) any contract which (irrespective of quantitative value), might reasonably be expected to be material to a prudent intending purchaser of the Shares or the Business, including any contract between a Vendor on the one hand, and the Company on the other hand;

“Notary Public”

has the meaning provided in clause 3.4 of this Agreement;

“Operational Margin”

means the Company’s turnover less direct sales cost.

“Parties”

means either of the Vendors, collectively, or the Purchaser and “Party” shall be construed accordingly;

“Person”

means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing, or other entity;

“Pledge Agreement”

means the pledge agreement in the Agreed Form in respect of the Shares pledged under Clause 6 of this Agreement.

“Purchaser Common Stock”

means shares of common stock in Stratus Media Group, Inc. serving as part of the consideration for the acquisition of 100% of the Shares in the Company and shall be unrestricted common stock free from any and all incumbencies and from any and all third parties’ rights, except as expressly noted in this Agreement;

"Purchaser's Lawyers"

means TroyGould PC in Los Angeles

“Rented Premises”

means the Company’s offices at 13, route de Champ-Collin, 1260 Nyon, Switzerland;

“SEC”

Means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act ;

“SEC Document”

means that Current Report on Form 8-K filed by the Purchaser with the SEC on March 14, 2008;

“Second Consideration”

means a further sum payable for the Shares determinable and payable in accordance with clause 3.2;

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder;

"Shares"

means the shares (or equity interests) in the Company;

“Tax”

means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition;

“Third Consideration”

means a further sum payable for the Shares determinable and payable in accordance with clause 3.3;

“Transactions”

means all of the transactions contemplated by this Agreement ;

“USD”

means the currency having legal tender in the United States;

"Vendors’ Lawyers"

means Budin & Partners in Geneva, Switzerland; and

“Warranty Claim”

has the meaning provided in clause 5.6 of this Agreement.

(ii)

Words and phrases defined in the relevant Companies Acts bear the same respective meanings when used in this Agreement.

(iii)

Any reference to any clause or schedule (other than to a schedule to a statutory provision) is a reference to a clause or schedule to this Agreement and the schedules form part of and are deemed to be incorporated in this Agreement.

(iv)

The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

(v)

Headings and titles are inserted for convenience only and shall not affect the construction of the document.

(vi)

(vii)

References to statutory provisions shall be construed as references to those provisions as amended, replaced or re-enacted from time to time whether before or after the date of this Agreement and shall include any provisions of which they are re-enactments (whether with or without modification).

(viii)

The expressions "Vendors" and "Purchaser" include the respective successors in title and heirs of such parties.

(ix)

Any reference to persons includes a reference to firms, corporations or unincorporated associations.

2.

2.1

Subject to the terms and conditions of this Agreement, the Vendors shall sell or procure the sale as legal and beneficial owner and the Purchaser shall purchase the Shares at Completion free from all Encumbrances but including all rights attaching to them including any dividends or distributions declared or paid on the Shares after the date of this Agreement.

2.2

The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all of the Shares are simultaneously completed.

2.3

The Vendors hereby waive any pre-emption rights they may have in relation to any of the Shares under the Articles of Association of the Company or otherwise.

3.

3.1

3.2

The Second Consideration shall be calculated and paid as follows:

-

If the Company’s Operational Margin for the business year 2008 is equal to CHF 1,033,000.00, the Second Consideration shall be the sum of USD 806,000.00 to be paid on the day of the twelve-month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland). The figure of USD 806,000.00 comprises a cash amount of USD 242,000.00 and the equivalent of USD 564,000.00 in Purchaser Common Stock, based on a stock trading price corresponding to the average closing price of such Purchaser Common Stock for the 30 trading days preceding the day of the twelve-month anniversary of Completion.

-

If the Company’s Operational Margin for the business year 2008 is higher than CHF 1,033,000.00, the Second Consideration shall be:

1.

The sum of USD 806,000.00 to be paid on the day of the twelve-month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland). The figure of USD 806,000.00 comprises a cash amount of USD 242,000.00 and the equivalent of USD 564,000.00 in Purchaser Common Stock, based on a stock trading price corresponding to the average closing price of such Purchaser Common Stock for the 30 trading days preceding the day of the twelve-month anniversary of Completion; and

2.

Stock options for the Employed Vendors, which such stock options shall be issued on the day of the twelve-month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland), subject to approval of the Board of Directors of Purchaser, and the amount of which shall be determined in accordance with the Employment Agreements.

-

If the Company’s Operational Margin for the business year 2008 is lower than CHF 1,033,000.00 (such shortfall, the “2008 Shortfall”), the Second Consideration shall be paid on the day of the twelve-month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland) and calculated as follows:

The Second Consideration comprises a cash amount equal to 242/806 of the Second Consideration, and the equivalent of 564/806 of the Second Consideration in Purchaser Common Stock, based on a stock trading price corresponding to the average closing price of such Purchaser Common Stock for the 30 trading days preceding the day of the twelve-month anniversary of Completion.

-

To the extent that the Company’s Operational Margin for the business year 2008 is lower than CHF 1,033,000.00, but its Operational Margin for the business year 2009 exceeds CHF 1,188,000.00 by an amount equal to at least the 2008 Shortfall, the Vendors shall be entitled to the difference between (i) the entire amount of the Second Consideration to which they would have been entitled if the Operational Margin for the business year 2008 was equal to CHF 1,033,000.00, and (ii) the actual Second Consideration paid by Purchaser with respect to the business year 2008 (the “Catch-Up Payment”). The Catch-Up Payment shall be paid by Purchaser to Vendors on the day of the twenty-four month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland) as follows: a cash amount equal to 242/806 of the Catch-Up Payment, and the equivalent to 564/806 of the Catch-Up Payment in Purchaser Common Stock, based on a stock trading price corresponding to the average closing price of such Purchaser Common Stock for the 30 trading days preceding the day of the twelve-month anniversary of Completion.

3.3

The Third Consideration shall be calculated and paid as follows:

-

-

If the Company’s Operational Margin for the business year 2009 is higher than CHF 1,188,000.00, the Third Consideration shall be:

1.

The sum of USD 806,000.00 to be paid on the day of the twenty-four month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland). The figure of USD 806,000.00 comprises a cash amount of USD 242,00.00 and the equivalent of USD 564,000.00 in Purchaser Common Stock, based on a stock trading price corresponding to the average closing price of such Purchaser Common Stock for the 30 trading days preceding the day of the twenty-four month anniversary of Completion; and

2.

Stock options for the Employed Vendors, which such stock options shall be issued on the day of the twenty-four month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland), subject to approval of the Board of Directors of Purchaser, and the amount of which shall be determined in accordance with the Employment Agreements.

-

If the Company’s Operational Margin for the business year 2009 is lower than CHF 1,188,000.00, the Third Consideration shall be paid on the day of the twenty-four month anniversary of Completion (or the closest Business Day following that date if that date is a Saturday, a Sunday or an official holiday in Switzerland) and calculated as follows:

3.4

3.5

At Completion, Purchaser shall deliver, or cause to be delivered to the Vendors, share certificates representing that portion of the Initial Consideration payable in shares of the Purchaser Common Stock. Purchaser shall also deliver, or cause to be delivered, to Vendors share certificates representing that portion of the Second Consideration and the Third Consideration payable in shares of Purchaser Common Stock pursuant to clauses 3.2 and 3.3 of this Agreement, if any.

3.6

It is the Parties opinion that no tax is due in connection with the purchase of the Shares. Should any acts, like administrative formalities, be necessary to avoid or reduce taxes in connection with this purchase, the Parties undertake to cooperate to the extent that such cooperation may reasonably be required. Should any tax in connection with the purchase of the Shares, such as VAT or stamp duty, be due, the Purchaser undertakes to settle them and Vendors shall cooperate in good faith for the purpose of reducing such tax to the extent possible.

4.

4.1

The Vendors shall deliver or procure the delivery to the Purchaser of:

all the original share certificates representing all the Shares, endorsed since nominative;

Original registry of Shares of the Company; and

Original and up-to-date certificates from the competent Bankruptcy Office and the Debt Collection Office that Company is not subject to bankruptcy proceedings or to debt collection proceedings.

The Vendors shall deliver to the Purchaser for itself and as agent for the Company:

the appropriate forms to amend the mandates given by the Company to its bankers; and

all cash book balances of the Company as at Completion and bank statements in relation thereto as at the close of business five Business Days before Completion and certificates from each banker to the Company confirming the balance on each bank account of the Company five Business Days before Completion.

The Vendors shall repay all money then owing by them to the Company whether due for payment or not.

The Vendors confirm that all corporate records relating to the Company (namely the Act of Incorporation, the Articles of Association (Statuts or Statuten), all balance sheets for the last 2 years, all bills and other accounting documents for the last 2 years, all documents filed with the tax authorities for the last 2 years, all post and bank statement pertaining to all bank or post accounts previously or currently held by Company, all contracts entered into by Company, the register of Shares of Company and any and all documents necessary to carry out the business of Company are held at the Rented Premises.

5.

5.1

The Vendors exclude any warranty, representation and undertakings except as expressly provided in Part 1 and Part 2 of the Third Schedule to this Agreement. In other words, the Vendors do not give any warranty, representation or undertakings to Purchaser as to the Shares in the Company, as to the Company itself or as to any fact, assumption or statement made in connection with the purchase of the Shares in the Company, except as provided in Part 1 and Part 2 of the Third Schedule.

5.2

Purchaser waives all its rights to initiate proceedings against each Vendor for any breach of warranty, representation or undertakings, except as provided in Part 1 and Part 2 of the Third Schedule.

5.3

Purchaser excludes any warranty, representation and undertakings except as expressly provided in Part 3 of the Third Schedule to this Agreement. In other words, Purchaser does not give any warranty, representation or undertakings to the Vendors as to any fact, assumption or statement made in connection with the purchase of the Shares in the Company, except as provided in Part 3 of the Third Schedule.

5.4

Each Vendor waives all its rights to initiate proceedings against Purchaser for any breach of warranty, representation or undertakings, except as provided in Part 3 of the Third Schedule.

5.5

The provisions of this clause 5.5 shall limit the liability of the parties hereto in respect of the representations, warranties and undertakings given under clauses 5.1 and 5.3.

5.5.2

For the purpose of calculating the liability of the Vendors or Purchaser in respect of any Warranty Claim hereunder:

(i)

there shall be no liability unless and until the aggregate sum of the amounts claimed against either of the Vendors or Purchaser (as the case may be) exceeds CHF 10,000 provided that this limitation shall cease to apply (and the whole of the amounts claimed shall be recoverable) in the event of such aggregate sum exceeding CHF 10,000;

(ii)

the aggregate liability of the Vendors in respect of all or any Warranty Claims shall not exceed the total Consideration paid by Purchaser hereunder (i.e., the aggregate of the Initial Consideration, the Second Consideration and the Third Consideration);

(iii)

the aggregate liability of Purchaser in respect of all or any Warranty Claims shall not exceed the aggregate value of the Shares of the Company acquired by Purchaser hereunder as of the date of this Agreement; provided, that such aggregate liability shall not exceed the total Consideration paid by Purchaser hereunder.

(iv)

no claim by either Party in respect of any breach or alleged breach of warranty shall be enforceable unless written notice of it incorporating a brief statement of the grounds on which it is based has been given to the other Party(s) by the Party entitled to make such claim;

(v)

if a Party hereto shall pay to the other Party an amount in respect of a Warranty Claim and the receiving Party subsequently recovers from a third party a sum which compensates the same damage, then such receiving Party shall forthwith repay to the other Party the sum so recovered (after deducting all costs, charges and expenses incurred by receiving Party in recovering such sum from the third party, together with any costs charges and expenses incurred by it in obtaining the payment from other Party and all other sums (if any) then owing by receiving Party to the other Party) up to a maximum of the total amount paid by the other Party to, and received by receiving Party, in respect of such Warranty Claim;

no claim shall be made in respect of any warranty matter to the extent that the subject matter of the claim occurs as a result of or is otherwise directly attributable to any voluntary act of Company instigated after Completion;

5.6

If either Party shall become aware of a claim in respect of a breach or alleged breach of warranty (a “Warranty Claim”) or of a circumstance which may give rise to a Warranty Claim under this Agreement:

(a)

it shall promptly give written notice to the other Party and shall consult fully with such other Party before incurring substantial expense in relation thereto;

(b)

it shall give other Party reasonable opportunity to investigate and make representations regarding any such Warranty Claim; and

(c)

it shall at other Party’s option (to be exercised by written notice) and at the other Party’s expense take such action as other Party may reasonably request to avoid, resist or compromise the Warranty Claim and to mitigate any liability in respect of which a Warranty Claim is or may be made.

5.7

Where either Party has any claim against any third party in relation to any matter in respect of which there shall have been a breach or alleged warranty breach or where the either Party receives any claim from a third party which may result in the Party having a Warranty Claim against the other Party, the other Party shall be entitled to take any reasonable action and to require any action they may reasonably request to prosecute or resist such claim (as the case may be) at the expense of such other Party, and such other Party shall further be entitled at its own expense but only in its own name(s) and not in the name of the Party with such claim, to have the conduct of any appeal, dispute, application for deferment and other forms of objection, compromise or defence thereof and of any incidental negotiations and the Party with such a claim shall give the other Party all reasonable co-operation, access and assistance at such other Party’s request for the purpose of considering, prosecuting or resisting (as the case may be) such claim as such other Party may reasonably require, provided that nothing in this clause 5.7 shall entitle the Vendors to raise any action or require the Purchaser to take any action if this could result in damaging the goodwill or business of the Purchaser.

6.

6.1

In order to secure the payment of the Second and Third Consideration, Purchaser undertakes to pledge the Shares in favour of the Vendors until all amounts due by Purchaser to Vendors under this Agreement are settled. The Notary Public which will receive the consideration due by Purchaser under Clause 3 shall keep in trust for Purchaser all the share certificates representing the Shares in the Company until all amounts due by Purchaser to Vendors under this Agreement are settled.

6.2

The Parties to this Agreement undertake to enter on Completion into a Pledge Agreement in respect of the Shares. The execution of this Pledge Agreement shall be a condition precedent to the entry into force if this Agreement.

7.

7.1

Each of the Vendors hereby undertakes and covenants with the Purchaser on a joint and several basis by way of a further consideration for the obligations of the Purchaser under this Agreement, for the purpose of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Companies, as separate and independent agreements and as a constituent part of this Agreement that:

for the period of 2 years after Completion, he will not without the prior written consent of the Purchaser, directly or indirectly, either on his own behalf or in conjunction with or on behalf of any person, firm or company carry on, be engaged, interested or concerned in carrying on, in any jurisdiction in which the Purchaser (or the Company) operates, a similar business to that of the Company, or operate any business which competes or seeks to compete with any business presently carried on by Company (Purchaser is entitled to seek an order whereby either Vendors must refrain from breaching the present clause);

7.1.3

he shall not at any time after Completion without the consent in writing of the Purchaser disclose or reveal to any person, persons, company or firm or himself use for any purpose and shall use his best endeavours to prevent the publication or disclosure of any of the confidential information concerning the organisation, business, finances, transactions or affairs of the Company or any of its clients' or customers' transactions or affairs which may or may have come to his knowledge or control;

7.1.4

he shall assist the Company for any tax issue which may arise before or after Completion, but as to the period preceding Completion plus 2 years thereafter.

7.2

The restrictions contained in clause 7.1 are considered reasonable by the Parties to them but in the event that any such restriction is held to be invalid and would become valid if some part of it were deleted or the period or area of application were reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective.

7.3

The restrictions contained in the clause 7.1 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions of this Agreement.

7.4

The Purchaser hereby covenants with each of the Vendors by way of further consideration for the obligations of the Vendors under this Agreement as separate and independent agreements and as a constituent part of this Agreement that:

7.4.1

until 31 December 2009, the Company shall have sufficient resources and personnel to enable each Company to properly and efficiently service the Company’s Client Entities;

7.4.2

until 31 December 2009, it will not alter, or allow to be altered, the registered office of the Company as at the date of this Agreement without the prior written permission of the Vendors;

7.4.3

until 31 December 2009, it will not alter, or allow to be altered, the registered name of the Company as registered in the commercial registry of the Canton of Vaud as at the date of this Agreement without the prior written permission of the Vendors;

7.4.4

until 31 December 2009, in respect of any business originated from the Vendors and handled by Purchaser or any of its affiliated companies (“Vendors’ Business”), 10 per cent of the relevant company’s net income received by the relevant company shall be included in the calculation of the Company’s Operational Margin for the business years 2008 and 2009.

7.4.5

until payment of the Third Consideration in full it will not alter, or allow to be altered, the terms of the Employment Agreements unless such alteration is made in accordance with the terms of the Employment Agreements; and

7.4.6

until 31 December 2009 no clients of Company shall be taken over by or transferred to any other company, unless otherwise agreed in writing with Vendors.

7.5

Without intending to give any representation or warranty to that effect, the Parties assume that the sale of the Shares will not trigger any income tax consequences for the Vendors.

7.5.3

The Purchaser undertakes, within five years from Completion, not to take any disposition or measure in connection with either Company which causes the application by the competent Swiss tax authorities of the Indirect Partial Liquidation doctrine; for the avoidance of doubt, this shall include any disposition or measure taken by a possible subsequent purchaser of the Company.

7.5.4

Should the Purchaser breach this undertaking, it shall hold harmless the Vendors for any tax in connection with either Company imposed on Vendors by the competent Swiss tax authorities on grounds of Indirect Partial Liquidation.

7.5.5

Either Vendor shall upon the request of the Purchaser and at the Purchaser’s cost appeal any decision rendered by tax authorities in this respect.

7.5.6

The Parties shall make available to each other all relevant information and documentation relating to this Agreement which may assist either party in mitigating tax consequences.

8.

8.1

No Party, whether before or after Completion, shall issue or permit to be issued any press release or make any statement to the public relating to or in respect of any of the matters contained in this Agreement without the prior consent of the other Party being obtained (such consent not to be unreasonably withheld), save that the Purchaser may make such announcement(s) as are required the applicable United States laws. However, Purchaser is allowed to disclose this agreement for the purpose of its “road show” it intends to carry out to raise new capital.

8.2

The Vendors shall, following the date hereof and up to Completion, upon the request of the Purchaser, supply to the Purchaser and its professional advisers with such information concerning the Companies as the Purchaser may reasonably require for the purpose of complying with its legal obligations and any requirements (whether legally enforceable or not) of any regulatory body.

The Purchaser shall, following the date hereof and up to Completion, upon the request of the Vendors, supply to the Vendors and their professional advisers with such information concerning the Companies as the Vendors may reasonably require for the purpose of complying with their legal obligations and any requirements (whether legally enforceable or not) of any regulatory body.

8.3

This Agreement shall be binding upon and enure for the benefit of the successors of the Parties, but shall not be assignable.

8.4

This Agreement (together with any document referred to herein) constitutes the whole agreement between the Parties with respect to the subject matter of this Agreement.

8.5

It is expressly agreed and declared that no variations hereof shall be effective unless made in writing and signed by each of the Vendors and by Purchaser.

8.6

Any right of rescission conferred upon the Purchaser or the Vendors hereby shall be in addition to and without prejudice to all other rights and remedies available to it or them and no exercise or failure to exercise such a right shall constitute a waiver by the Purchaser or the Vendors of any such right or remedy.

8.7

The provisions of this Agreement in so far as the same shall not have been performed on completion of this Agreement shall remain in full force and effect notwithstanding such completion.

8.8

(i)

The failure of the Parties at any time or times to require performance of any provision hereof shall in no manner affect their right to enforce such provisions at a later time.

(ii)

No waiver by the Parties of any condition nor the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise in any one or more instance, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any condition or breach or a waiver of any other condition or deemed to be or construed as the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.

8.9

At the request of the Purchaser, the Vendors shall (and so far as they are able shall procure that any other necessary party shall), before, at or after Completion, execute and do all such documents, acts and things as may reasonably be required subsequent to Completion by the Purchaser for assuring to or vesting in the Purchaser (including its nominee or nominees) the legal and beneficial ownership of the Shares in accordance with the provisions of this Agreement.

At the request of Vendors, Purchaser shall (and so far as it is able shall procure that any other necessary party shall), before, at or after Completion, execute and do all such documents, acts and things as may reasonably be required subsequent to Completion by the Vendors for assuring to or vesting in the Vendors the legal and beneficial ownership of the shares in Stratus Media Group, Inc. in accordance with the provisions of this Agreement.

8.10

Each Party to this Agreement shall pay its own costs, expenses and fees on and incidental to this Agreement and the sale and purchase of the Shares except as may otherwise be provided by this Agreement.

8.11

The Parties undertake not to set-off any of their mutual claims.

8.12

Interpretation

Nothing in this Agreement shall be construed as to create a partnership or join venture, in particular a société simple under Articles 530 et seq. CO, between the Parties or any of them.

8.13

Any notice required to be given by one Party hereto to the other shall be deemed validly served if delivered by hand or sent by pre-paid registered letter through the post to either Party to its address given herein or such other address or number as may from time to time be notified for this purpose and any notice so served shall be deemed to have been served if delivered upon delivery and if posted forty-eight hours after the time at which it was posted and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted or delivered.

Notice to Messrs. Emanuele Rossi and Vincenzo Petretti shall be deemed to constitute valid notice to all the Vendors.

8.14

This Agreement and its Clauses shall enter into force only if and when the two following conditions are fulfilled by Completion date:

1.

Written Employment Agreements are executed; and

2.

The Pledge Agreement in respect of the Shares is executed.

/s/ PIERANGELO BOTTINELLI

/s/ MICHEL SCALEA

Mr. Pierangelo Bottinelli

Mr. Michel Scalea

/s/ ARNAUD LIGUER-LAUBHOUET

/s/ GENNARO PETRETTI

Mr. Arnaud Liguer-Laubhouet

Mr. Gennaro Petretti

/s/ PHOENIX VERMOGENSVERWALTUNG

/s/ NICOLA SAVORETTI

Phoenix Vermögensverwaltung

Mr. Nicola Savoretti

 Class

 Nominal Value

 

 

 

 

 

Authorised Share Capital

200’000.00

20’000

 nominative

 CHF 10 each

 

 

 

 

 

Issued Share Capital

200’000.00

20’000

 nominative

 CHF 10 each

Registered Number:

C144-1995

Jurisdiction of Incorporation:

Nevada

Registered Office:

375 N Stephanie Street, Ste. 1411, Henderson, Nevada 89074

Accounting Period:

December 31

 

 

 

Paul Feller

Chief Executive Officer, Director

 

Stratus Media Group, Inc.

 

 

8439 West Sunset Boulevard, 3rd Floor

 

 

West Hollywood, California 90069

 

 

As far as the Vendors are aware, there are no facts or circumstances involving the Company or its affairs which are likely to result in the revocation of or variation in any material respect of any permit, licence, authority or consent held by it.