<PAGE> 1
EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made as of July
31, 2000, by and between Stan Lee Media, Inc., a corporation organized under the
laws of the State of Colorado, U.S.A., with headquarters located at 15821
Ventura Boulevard, Suite 675, Encino, California 91436 (the "Company") and the
purchaser named on the signature page to this Agreement (the "Buyer").
RECITALS
A. Buyer and the Company are currently in discussions
regarding the creation of a joint venture in Japan to
become the dominant distributor in Japan, Korea and
throughout Asia of globally branded entertainment
content, initially over the Internet, and
subsequently through various off-line media and
markets ("Stan Lee Japan");
B. The Company and the Buyer are executing and
delivering this Agreement in reliance upon the
exemption from securities registration afforded by
the provisions of Regulation D ("Regulation D") as
promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities
Act of 1933, as amended (the "1933 Act") and Section
4(2) under the 1933 Act; and
C. The Buyer desires to purchase from the Company, and
the Company desires to sell to the Buyer, for the
amounts and upon the terms and conditions stated in
this Agreement, in a closing (the "Closing") as
herein described, shares of the Company's common
stock, no par value ("Common Stock").
AGREEMENTS
NOW THEREFORE, in consideration of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the Company and the Buyer hereby
agree as follows:
1. PURCHASE AND SALE OF SECURITIES.
a. Purchase. The Buyer hereby agrees to purchase from the Company, and the
Company agrees to sell -------- to the Buyer, (i) a number of shares of Common
Stock equal to the quotient derived by dividing (a) $5,000,000, by (b) 88% of
the closing price of the Common Stock on the date hereof (rounded up to the
nearest whole number; and (ii) warrants (the "Warrants" and, together with the
Common Stock, the "Securities") to purchase up to 100,000 shares of Common
Stock, for an aggregate purchase price of $5,000,000.00 at the Closing (the
"Purchase Price").
-1-
<PAGE> 2
b. The Closing. The date of the Closing (the "Closing Date") shall be as
soon as practicable after the date hereof. The Purchase Price for the Securities
being purchased at the Closing shall be delivered to the Company on or before
the Closing Date. On or before the Closing Date, the Company shall deliver
certificates representing the shares of Common Stock being purchased at the
Closing, duly issued and authorized by the authorized officers on behalf of the
Company.
c. Form of Payment. The Buyer shall pay the Purchase Price for the Common
Stock purchased at the Closing by wire transfer of immediately available funds
in United States Dollars, to the Company.
2. BUYER'S REPRESENTATIONS AND WARRANTIES.
The Buyer understands, agrees with, and represents and warrants to the
Company with respect to its purchase hereunder, that:
a. Investment Purposes; Compliance With 1933 Act. The Buyer is purchasing
the Common Stock for its own account for investment only and not with a view
towards, or in connection with, the public sale or distribution thereof, except
pursuant to sales registered under or exempt from the 1933 Act and applicable
state securities laws. The Buyer agrees to offer, sell or otherwise transfer the
Securities only (i) in accordance with the terms of this Agreement and the
Securities, and (ii) pursuant to registration under the 1933 Act or to an
exemption from registration under the 1933 Act (such as Rule 144 ("Rule 144"))
and any other applicable securities laws.
b. Accredited Investor Status. The Buyer is an "accredited investor" as
that term is defined in Rule 501 (a) of Regulation D. The Buyer has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment made pursuant to this
Agreement. The Buyer is aware that it may be required to bear the economic risk
of an investment made pursuant to this Agreement for an indefinite period of
time, and is able to bear such risk for an indefinite period.
c. Reliance on Exemptions. The Buyer understands the Securities are being
offered and sold to it in reliance on specific exemptions from the registration
requirements of the applicable United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and the Buyer's
compliance with, the representations, warranties, acknowledgments,
understandings, agreements and covenants of the Buyer set forth herein in order
to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.
d. Legend. The Buyer understands that the Common Stock, the Warrants, and
the shares of Common Stock issuable upon exercise of the Warrants (if any) (the
"Registrable Securities"), have been registered under the 1933 Act the stock
certificates representing the Registrable Securities will bear a restrictive
legend (the "Legend") in substantially the following form:
-2-
<PAGE> 3
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS
(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE LAWS.
h. Authorization; Enforcement. This Agreement has been duly and validly
authorized, executed and delivered by the Buyer and is a valid and binding
agreement of the Buyer enforceable in accordance with their terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company understands, agrees with, and represents and warrants to the
Buyer that:
a. Organization and Qualification. The Company is a corporation duly
organized and existing, in good standing under the laws of the jurisdiction in
which it is incorporated, except as would not have a Material Adverse Effect (as
defined below), and has the requisite corporate power to own its properties and
to carry on its business as now being conducted. The Company is duly qualified
as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such
qualification necessary and where the failure so to qualify would have a
Material Adverse Effect. "Material Adverse Effect" means any material adverse
effect on the operations, properties or financial condition of the Company taken
as a whole.
b. Authorization; Enforcement. (i) The Company has the requisite corporate
power and authority to enter into and perform this Agreement to issue and sell
the Securities and the Registrable Securities in accordance with the terms
hereof, and to perform its obligations under the Securities in accordance with
the requirements of the same, (ii) the execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by the Company's Board
of Directors and no further consent or authorization of the Company, its Board
of Directors, or its stockholders is required, (iii) this Agreement has been
duly and validly authorized, executed and delivered by the Company, and (iv)
this Agreement constitutes the valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating
-3-
<PAGE> 4
to, or affecting, generally, the enforcement of creditors' rights and remedies
or by other equitable principles of general application. The Company (and its
legal counsel) has examined this Agreement and is satisfied in its sole
discretion that this Agreement and the accompanying Exhibits, Schedules and the
Addenda, if any, are in accordance with Regulation D and the 1933 Act and are
effective to accomplish the purposes set forth herein and therein.
c. Capitalization. As of the date hereof, the authorized Common Stock
consisted of 100,000,000 shares of Common Stock of which 12,031,502 shares were
issued and outstanding; in addition there are 10,000,000 shares of preferred
stock authorized, of which 714,286 shares of Series A Preferred Stock were
issued and outstanding, and 6,591,800 shares of Common Stock reserved for
issuance upon exercise of outstanding options, warrants or instruments
convertible into or exchangeable for Common Stock. All of such outstanding
shares have been validly issued and are fully paid and nonassessable.
d. Issuance of Securities. The Registrable Securities are all duly
authorized and reserved for issuance, and in all cases upon issuance shall be
validly issued, fully paid and non-assessable, free from all taxes, liens and
charges with respect to the issue thereof, and will not be subject to preemptive
rights or other similar rights of stockholders of the Company.
e. No Conflicts. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) result in a violation of the Company's Articles
of Incorporation or Bylaws or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any of its subsidiaries or by
which any property or asset of the Company or any of its subsidiaries is bound
or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect).
f. SEC Documents; Financial Statements. Since December 31, 1999, the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
(all of the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents (other than
exhibits) incorporated by reference therein, being hereinafter referred to as
the "SEC Documents"). As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the
Company
-4-
<PAGE> 5
included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to the Buyer contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made, not misleading. Except as set
forth in the financial statements of the Company included in the SEC Documents,
the Company has no liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to the date
of such financial statements, (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such financial statements, and
(iii) obligations arising after the end of the last fiscal quarter.
g. Absence of Certain Changes. Except as disclosed in the SEC Documents,
since at least March 31, 2000, there has been no material adverse change and no
material adverse development in the business, properties, operation, financial
condition, or results of operations of the Company. The Company has not taken
any steps, and does not currently have any reasonable expectation of taking any
steps, to seek protection pursuant to any bankruptcy law nor does the Company
have any knowledge that its creditors intend to initiate involuntary bankruptcy
proceedings.
h. Brokers; No General Solicitation. The Company has taken no action that
would give rise to any claim by any person for brokerage commissions, finder's
fees or similar payments relating to this Agreement and the transactions
contemplated hereby.
4. COVENANTS.
a. Best Efforts. Each party shall use its best efforts timely to satisfy
each of the conditions to be satisfied by it as provided in Sections 6 and 7 of
this Agreement.
b. Securities Laws. The Company agrees to timely file a Form D (or
equivalent form required by applicable state law) with respect to the Securities
if and as required under Regulation D and applicable state securities laws and
to provide a copy thereof to the Buyer promptly after such filing.
c. Use of Proceeds. The Company will use the proceeds from the sale of the
Securities for project development and production, working capital and general
corporate purposes.
-5-
<PAGE> 6
d. Listing. Following the Closing, the Company shall promptly secure the
listing of the Common Stock and the Registrable Securities upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of shares of Registrable Securities from time to time issued under the
terms of this Agreement.
e. Exchange of Securities. In the event that Buyer and the Company
successfully complete the creation of Stan Lee Japan, Buyer shall have the
right, but not the obligation, following the earlier to occur of the initial
public offering of Stan Lee Japan and the one-year anniversary of the formation
of Stan Lee Japan, to exchange the number of shares of Common Stock acquired
hereby (not including for such purpose the number of shares of Common Stock
issuable upon exercise of the Warrant), for shares of Stan Lee Japan held by the
Company, at the Exchange Ratio. For purposes hereof, the "Exchange Ratio" shall
mean (i) if such exchange occurs following the initial public offering of Stan
Lee Japan, the ratio of the 30-day trailing average closing price of a share of
Stan Lee Japan's common stock (converted to U.S. dollars at a mutually agreeable
exchange rate) to the 30-day trailing average closing price of a share of the
Common Stock, and (ii) if such exchange occurs prior to an initial public
offering of Stan Lee Japan, (a) a mutually agreeable exchange ratio, or (b) if
the parties are unable to agree upon an exchange ratio by the tenth business day
following Buyer's election to exchange, an exchange ratio determined by an
independent appraiser, selected and paid for equally by the parties. To exercise
the exchange right hereunder, Buyer shall deliver a notice to the Company
indicating its desire to exchange shares of Common Stock for shares of common
stock of Stan Lee Japan, the number of shares to be exchanged, and its
proposed/calculated Exchange Ratio. Following this notice, the parties shall, if
required, proceed to negotiate a mutually agreeable Exchange Ratio. The
consummation of such exchange shall occur not later than five business days
following the establishment of the Exchange Ratio.
f. Registration Rights. Buyer shall have customary "piggyback" registration
rights with respect to the Common Stock and the Registrable Securities; provided
that such rights shall be subject to the terms of any contractual restrictions
applicable to the Company on the date hereof regarding the registration of
shares of its Common Stock pursuant to the 1933 Act.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The obligation of the Company hereunder to sell the Securities at the
Closing is subject to the satisfaction or waiver, on or before the Closing Date,
of each of the following conditions:
a. The parties shall have executed this Agreement and the Warrant Agreement
the parties shall have delivered the respective documents or signature pages
thereof (via facsimile or otherwise).
-6-
<PAGE> 7
b. The Buyer shall have delivered to the Company the Purchase Price for the
Securities purchased at the Closing, by wire transfer of immediately available
funds pursuant to the wiring instructions provided by the Company.
c. The representations and warranties of the Buyer shall be true and
correct in all material respects as of the date made and as of the Closing Date
as though made at that time (except for representations and warranties that
speak as of a specific date), and the Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Buyer at or prior to the Closing Date.
d. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction or any self regulatory
organization having authority over the matters contemplated hereby which
restricts or prohibits the consummation of any of the transactions contemplated
herein.
e. The Company's Board of Directors shall have approved this Agreement and
the related documentation referred to herein, and the transactions contemplated
hereby and thereby.
7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
The obligation of the Buyer to purchase the Securities is subject to the
satisfaction or waiver, on or before the Closing Date, of each of the following
conditions:
a. The parties shall have executed this Agreement and the Warrant
Agreement; the parties shall have delivered the respective documents or
signature pages thereof (via facsimile or otherwise).
b. The representations and warranties of the Company shall be true and
correct in all material respects as of the date made and as of Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.
c. With respect to the Closing, the Company shall have issued and delivered
to the Buyer, certificates representing Common Stock being sold at the Closing.
e. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction or any self regulatory
organization having authority over the matters contemplated hereby which
restricts or prohibits the consummation of any of the transactions contemplated
herein.
-7-
<PAGE> 8
8. GOVERNING LAW; MISCELLANEOUS.
a. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California without regard to the
principles of conflict of laws. In the event of any litigation regarding the
interpretation or application of this Agreement, the parties irrevocably consent
to jurisdiction in any of the state or federal courts located in the City of Los
Angeles, State of California and waive their rights to object to venue in any
such court, regardless of the convenience or inconvenience thereof to any party.
Service of process in any civil action relating to or arising out of this
Agreement (including also all Exhibits or Addenda hereto) or the transaction(s)
contemplated herein may be accomplished in any manner provided by law. The
parties hereto agree that a final, non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.
b. Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
signature pages from such counterparts have been delivered to the other party.
In the event any signature page is delivered by facsimile transmission (which
the parties agree is an acceptable form of delivery), the party using such means
of delivery shall cause three (3) additional originally executed signature pages
to be physically delivered to the other party within one (1) business day of the
execution and delivery hereof.
-8-
<PAGE> 9
c. Headings; Gender, Etc. The headings of this Agreement are for
convenience of reference and shall not form a part of, or affect the
interpretation of this Agreement. As used herein, the masculine shall refer to
the feminine and neuter, the feminine to the masculine and neuter, and the
neuter to the masculine and feminine, as the context may require. As used
herein, unless the context clearly requires otherwise, the words "herein,"
"hereunder" and "hereby," shall refer to this entire Agreement and not only to
the Section or paragraph in which such word appears. If any date specified
herein falls upon a Saturday, Sunday or public or legal holidays, the date shall
be construed to mean the next business day following such Saturday, Sunday or
public or legal holiday. For purposes of this Agreement, a "business day" is any
day other than a Saturday, Sunday or public or legal holiday.
d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
e. Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.
f. Notices. Any notices required or permitted to be given under the terms
of this Agreement shall be sent by U. S. Mail or delivered personally or by
courier or via facsimile (if via facsimile, to be followed within three (3)
business days by an original of the notice document via U.S. Mail or courier)
and shall be effective five (5) days after being placed in the mail, if mailed,
certified or registered, return receipt requested, or upon receipt, if delivered
personally or by courier or by facsimile, in each case properly addressed to the
party to receive the same. The addresses for such communications shall be:
If to the Company: Stan Lee Media, Inc.
15821 Ventura Boulevard, Suite 675
Encino, California 91436
Telephone: (818) 461-1757
Facsimile: (818) 461-1760
Attention: General Counsel
If to the Buyer, at the address on the signature page of this Agreement. Each
party shall provide written notice to the other party of any change in address.
g. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
Neither the Company nor the Buyer
-9-
<PAGE> 10
shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other (which consent shall not be unreasonably
withheld), and in any event any assignee of the Buyer shall be an accredited
investor (as defined in Regulation D), in the written opinion of counsel who is
reasonably satisfactory to the Company and in form, substance and scope
reasonably satisfactory to the Company. Notwithstanding the foregoing, if
applicable, any of the entities constituting the Buyer (if greater than one (1)
entity) may assign its rights hereunder to any of its "affiliates," as that term
is defined under the 1934 Act, without the consent of the Company; provided,
however, that any such assignment shall not release such assigning entity from
its obligations hereunder unless such obligations are assumed by such affiliate
and the Company has prior to such assignment and assumption consented in writing
to the same; and no such assignment shall be made unless it is made in
accordance with any applicable securities laws of any applicable jurisdiction.
Any request for an assignment made hereunder by the Buyer shall be accompanied
by a legal opinion in form, substance and scope reasonably satisfactory to the
Company, that such assignment is proper under applicable law. Notwithstanding
anything herein to the contrary, Buyer may pledge the Securities as collateral
for a bona fide loan pursuant to a security agreement with a third party lender,
and such pledge shall not be considered an assignment in violation of this
Agreement so long as it is made in compliance with all applicable law.
h. No Third Party Beneficiaries. This Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person.
i. Survival. Unless this Agreement is terminated under Section 8(1), the
representations and warranties of the Company and the Buyer and the agreements
and covenants contained herein shall survive the Closing of the purchase and
sale of Securities purchased and sold hereby.
j. Further Assurance. Each party shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
k. Termination. In the event that the Closing shall not have occurred on or
before ten (10) business days from the date hereof, this Agreement shall
terminate at the close of business on such date. Neither party may unilaterally
terminate this Agreement after the Closing for any reason other than a material
breach of this Agreement by the non- breaching party. Such termination shall not
be the sole remedy for a breach of this Agreement by the non-breaching party,
and each party shall retain all of its rights hereunder at law or in equity.
Notwithstanding anything herein to the contrary, a party whose breach of a
covenant or representation and warranty or failure to satisfy a condition
prevented the Closing shall not be entitled to terminate this Agreement.
l. Remedies. No provision of this Agreement providing for any specific
remedy to a party shall be construed to limit such party to the specific remedy
described, and any other remedy
-10-
<PAGE> 11
that would otherwise be available to such party at law or in equity shall be so
available. Nothing in this Agreement shall limit any rights a party may have
with any applicable federal or state securities laws with respect to the
transactions contemplated hereby.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-11-
<PAGE> 12
IN WITNESS WHEREOF, the Buyer and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.
COMPANY:
STAN LEE MEDIA, INC.
By:
-----------------------------------------
Name:
Title:
BUYER:
VENTURE SOFT CO., LTD.
By:
---------------------------------------
Name:
Title:
BUYER'S ADDRESS:
Attention: Jonathan W. Rodgers
Venture Soft Co., Ltd.
Imperial Tower 14th Floor
1-1-1 Uchisaiwaicho
Chiyoda Ku, Tokyo 100-0011
Japan
-12-
