10.3 Distribution Agreement between The Hartcourt Companies, Inc. and Enova
Holdings, Inc.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT, dated March 24, 1999, is by and between
The Hartcourt Companies Inc., a Utah corporation ("Hartcourt") and Enova
Holdings Inc., a Nevada corporation ("Enova"). Capitalized terms used herein and
not otherwise defined shall have the respective meanings assigned to them in
paragraph 1 hereof.
WHEREAS, the Board of Directors of Hartcourt has determined that it is
in the best interests of Hartcourt and its shareholders to separate Hartcourt's
existing subsidiaries into an independent business;
WHEREAS, the Board of Directors of Hartcourt has determined that
Hartcourt will distribute to its shareholders all of the capital stock of Enova
held directly or indirectly by Hartcourt, subject to the terms and conditions
set forth herein;
WHEREAS, the Enova Distribution is intended to qualify as a tax-free
spin-off under Section 355 of the Code;
WHEREAS, it is appropriate and desirable to set forth certain
agreements that will govern certain matters relating to the Enova Distribution
and the relationship of Hartcourt and Enova following the Enova Distribution;
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. Definitions
For the purpose of this Agreement the following terms shall have the
following meanings:
1.1 "Agent" means the distribution agent to be appointed by Hartcourt
to distribute the shares of Enova stock held by Hartcourt
pursuant to the Enova Distribution.
1.2 "Agreement" means this Distribution Agreement, including all of
the Schedules hereto.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Commission" means the Securities and Exchange Commission.
1.5 "Consents" means any consents, waivers or approvals from, or
notification requirements to, any third parties.
1.6 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated
thereunder.
1.7 "Enova" means Enova Holdings Inc., a Nevada corporation.
1.8 "Enova Common Stock" means the Common Stock, par value $.001 per
share, of Enova.
1.9 "Enova Class A Warrant" means the Class A Warrant that grants the
holder the right to acquire one share of Enova Common Stock at a
purchase price of $4.00 per share.
1.10 "Enova Preferred Stock" means the Preferred Stock, Series D, par
value $.001 per share, of Enova.
1.11 "Enova Stock" means collectively the Enova Common Stock and the
Enova Preferred Stock.
1.12 "Enova Distribution" means the distribution by Hartcourt on a pro
rata basis to holders of Hartcourt Stock of all of the
outstanding shares of Enova Stock owned by Hartcourt on the Enova
Distribution Date as set forth in paragraph 2 of this Agreement.
1.13 "Enova Distribution Date" means the date determined pursuant to
paragraph 2.3 of this Agreement on which the Enova Distribution
occurs.
1.14 "Enova Form 10-SB" means the Registration Statement on Form 10-SB
to be filed by Enova with the Commission in connection with the
Enova Distribution.
1.15 "Enova Information Statement" means the Information Statement
constituting a part of the Enova Form 10, which will be mailed to
Hartcourt shareholders in connection with the Enova Distribution.
1.16 "Enova Record Date" means the time at which the transfer agents
for the Hartcourt Stock close the transfer records for Hartcourt
Stock on the date to be determined by the Hartcourt Board of
Directors as the record date for determining shareholders of
Hartcourt entitled to receive the special dividend of shares of
Enova Stock in the Enova Distribution.
1.17 "Enova Ancillary Agreement" means any written agreement between
Hartcourt and Enova executed in furtherance of the transactions
contemplated herein.
1.18 "Hartcourt" means The Hartcourt Companies Inc., a Utah
corporation.
1.19 "Hartcourt Common Stock" means the Common Stock, $.01 par value
per share, of Hartcourt.
1.20 "Securities Act" means the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.
2.0 The Distribution
2.1 The Distribution. Subject to paragraph 2.3 hereof, on or prior to
the Enova Distribution Date, Hartcourt will deliver to the Agent
for the benefit of holders of record of Hartcourt Stock on the
Enova Record Date, stock certificates representing all of the
outstanding shares of Enova Stock then beneficially owned by
Hartcourt, and shall cause the transfer agent for the shares of
Hartcourt Stock to instruct the Agent on the Enova Distribution
Date to distribute the appropriate number of such shares of Enova
Stock to each such holder of Hartcourt Stock or designated
transferee or transferees of such holder
Subject to paragraph 2.4, each holder of Hartcourt Stock on the
Enova Record Date (or such holder's designated transferee or
transferees) will be entitled to receive in the Enova
Distribution a number of shares of Enova Stock equal to the
number of shares of Hartcourt Stock held by such holder on the
Enova Record date divided by four (4).
Each of Enova and Hartcourt, as the case may be, will provide to
the Agent all share certificates and any information required in
order to complete the Enova Distribution on the terms
contemplated hereby.
2.2. Actions Prior to The Enova Distribution. Hartcourt and Enova
shall prepare and mail, prior to the Enova Distribution Date, to
the holders of Hartcourt Common Stock, the Enova Information
Statement, which shall set forth appropriate disclosure
concerning Enova, the Enova Distribution and such other matters
as Hartcourt and Enova may determine. Within a reasonable period
of time following the Enova Distribution Date Hartcourt and Enova
shall prepare, and Enova shall file with the Commission, the
Enova Form 10-SB, which shall include or incorporate by reference
the Enova Information Statement. Enova shall use its reasonable
best efforts to cause the Enova Form 10-SB to be declared
effective under the Exchange Act as soon as practicable following
the filing thereof. In this regard:
(a) Hartcourt and Enova shall take all such action as
may be necessary or appropriate under the securities
or blue sky laws of the United States (and any
comparable laws under any foreign jurisdiction) in
connection with the Enova Distribution.
(b) Enova shall prepare and file, and shall use its
reasonable best efforts to have approved, an
application for the listing of the Enova Common stock
to be distributed in the Enova Distribution on a
mutually agreeable stock exchange or on the Nasdaq
Electronic Bulletin Board system.
2.3. Conditions to The Enova Distribution. The Hartcourt Board shall
have the sole discretion to determine the Enova Record Date and
the Enova Distribution Date, and all appropriate procedures in
connection with the Enova Distribution, provided that the Enova
Distribution shall not occur prior to such time as each of the
following conditions shall have been satisfied or shall have been
waived by the Hartcourt Board in its sole discretion:
(a) A private letter ruling from the Internal Revenue
Service or written opinion from qualified tax counsel
shall have been obtained, and shall continue in
effect, to the effect that, among other things, the
Enova Distribution will qualify as a tax-free
distribution for federal income tax purposes under
Section 355 of the Code, and such ruling or opinion
shall be in form and substance satisfactory to
Hartcourt in its sole discretion;
(b) Any material Governmental approvals and consents
necessary to consummate the Enova Distribution shall
have been obtained and he in full force and effect;
(c) No order, injunction or decree issued by any
court or agency of competent jurisdiction or other
legal restraint or prohibition preventing the
consummation of the Enova Distribution shall be in
effect and no other event shall have occurred or
failed to occur that prevents the consummation of the
Enova Distribution;
(d) The Hartcourt Board shall have formally approved
the Distribution; provided that the satisfaction of
such conditions shall not create any obligation on
the part of Hartcourt, Enova or any other person to
effect or to seek to effect the Enova Distribution or
in any way limit Hartcourt's right to terminate this
Agreement as set forth in paragraph 7.1 or alter the
consequences of any such termination from those
specified in paragraph 7.2.
2.4. Fractional Shares. No certificates representing fractional shares
of Enova Common Stock will be distributed to holders of Hartcourt
Common Stock in the Enova Distribution. Holders that receive
certificates in the Enova Distribution and holders that would
otherwise receive less than one whole share of Enova Common Stock
in the Enova Distribution will receive one whole share in lieu of
such fractional shares as contemplated hereby.
3. Certain Agreements Relating to The Enova Distribution
3.1. Enova Ancillary Agreements. Effective as of the date hereof, each
of Hartcourt and Enova are executing and delivering each of the
Enova Ancillary Agreements.
3.2. The Enova Board. Enova and Hartcourt shall take all actions which
may be required to elect or otherwise appoint as directors of
Enova, on or prior to the Enova Distribution Date, the persons so
named shall also be directors in the Enova Form 10-SB and shall
constitute the Board of Directors of Enova on the Enova
Distribution Date.
3.3. Enova Charter, Bylaws And Warrants. Prior to the Enova
Distribution Date, (a) Hartcourt shall cause Articles of
Amendment and Restatement of Enova, substantially in the form
filed with the Enova Form 10-SB, to be filed for record with the
Nevada Secretary of State and to be in effect on the Enova
Distribution Date, and (b) the Board of Directors of Enova shall
amend the Bylaws of Enova so that the Enova Bylaws are
substantially in the form filed with the Enova Form 10-SB. Prior
to the Enova Record Date, the Board of Directors of Enova shall
declare a dividend of the Class A Warrants so that each share of
Enova Common Stock issued and outstanding on the Enova
Distribution Date shall initially have one Class A Warrant
attached thereto.
4. Mutual Releases; Indemnification
4.1. Release of Pre-Closing Claims.
(a) Release by Enova. It is the intent of each of Hartcourt and
Enova by virtue of the provisions of this paragraph 4.1 to
provide for a full and complete release and discharge of all
Liabilities existing or arising from all acts and events
occurring or failing to occur or alleged to have occurred or
to have failed to occur and all conditions existing or
alleged to have existed on or before the Enova Distribution
Date, between or among Enova, on the one hand, and
Hartcourt, on the other hand (including any contractual
agreements or arrangements existing or alleged to exist
between or among any such members on or before the Enova
Distribution Date as follows: Enova does hereby, for itself
and successors and assigns, and all Persons who at any time
prior to the Enova Distribution Date have been shareholders,
directors, officers, agents or employees of Enova (in each
case, in their respective capacities as such), remise,
release and forever discharge Hartcourt, its respective
Affiliates, successors and assigns, and all Persons who at
any time prior to the Enova Distribution Date have been
shareholders, directors, officers, agents or employees of
Hartcourt (in each case, in their respective capacities as
such), and their respective heirs, executors,
administrators, successors and assigns, from any and all
Liabilities whatsoever, whether at law or in equity
(including any right of contribution), whether arising under
any contract or agreement, by operation of law or otherwise,
existing or arising from any acts or events occurring or
failing to occur or alleged to have occurred or to have
failed to occur or any conditions existing or alleged to
have existed on or before the Enova Distribution Date,
including in connection with the actions or decisions taken
or omitted to be taken in connection with the Enova
Distribution
(b) Release by Hartcourt. Effective as of the Enova Distribution
Date, Hartcourt does hereby, for itself and its successors
and assigns, and all Persons who at any time prior to the
Enova Distribution Date have been shareholders, directors,
officers, agents or employees of Hartcourt (in each case, in
their respective capacities as such), remiss, release and
forever discharge Enova, its successors and assigns, and all
Persons who at any time prior to the Enova Distribution Date
have been shareholders, directors, officers, agents or
employees of Enova (in each case, in their respective
capacities as such~, and their respective heirs, executors,
administrators, successors and assigns, from any and all
Liabilities whatsoever, whether at law or in equity
(including any right of contribution), whether arising under
any contract or agreement, by operation of law or otherwise,
existing or arising from any acts or events occurring or
failing to occur or alleged to have occurred or to have
failed to occur or any conditions existing or alleged to
have existed on or before the Enova Distribution Date.
4.2. Indemnification by Enova. Enova shall indemnify, defend and hold
harmless Hartcourt, and each of its directors, officers and
employees, and each of the heirs, executors, successors and
assigns of any of the foregoing ~collectively, the "Hartcourt
Indemnities"), from and against any and all Liabilities of the
Hartcourt Indemnities relating to, arising out of or resulting
from any of the following items (without duplication), in each
case whether arising before, on or after the Enova Distribution
Date:
(a) The failure of Enova or any other Person to pay, perform or
otherwise promptly discharge any Liabilities of any member
of Enova in accordance with their respective terms, whether
prior to or after the Enova Distribution Date or the date
hereof (including any Liabilities assumed or retained by
Enova);
4.3. Indemnification by Hartcourt. Hartcourt shall indemnify, defend
and hold harmless Enova, each of its directors, officers and
employees, and each of the heirs, executors, successors and
assigns of any of the foregoing (collectively, the "Enova
Indemnities"), from and against any and all Liabilities of the
Enova Indemnities relating to, arising out of or resulting from
any of the following items (without duplication), in each case
whether arising before, on or after the Enova Distribution Date:
(a) The failure of Hartcourt or any other Person to pay, perform
or otherwise promptly discharge any Liabilities of Hartcourt
whether prior to or after the Enova Distribution Date or the
date hereof (including any Liabilities assumed or retained
by Hartcourt);
4.4. Survival of Indemnities. The rights and obligations of each of
Hartcourt and Enova and their respective Indemnities under this
paragraph 4 shall survive the sale or other transfer by any party
of any Assets or businesses or the assignment by it of any
Liabilities.
5. Interim Operations And Certain Other Matters
5.1. Certain Tax Matters. Unless otherwise agreed to in writing in any
Ancillary Agreement, Hartcourt and Enova shall each be
responsible for any taxes incurred, accrued or owed through the
Enova Distribution Date. Following the Enova Distribution Date,
Hartcourt and Enova, as separate entities, shall be responsible
for their respective tax obligations.
5.2. Agreement For Exchange of Information; Archives. Hartcourt and
Enova each agrees that (a) Enova shall maintain in effect at its
own cost and expense adequate systems and controls to the extent
necessary to enable Hartcourt to satisfy its respective
reporting, accounting, audit and other obligations, and (b) Enova
shall provide, or cause to be provided, to Hartcourt in such form
as Hartcourt shall request, at no charge to Hartcourt, all
financial and other data and information as Hartcourt determines
necessary or advisable in order to prepare Hartcourt financial
statements and reports or filings with any Governmental
Authority.
5.3. Insurance Matters. All rights of Enova under Enova Policies as of
the Enova Distribution Date shall survive the Enova Distribution
Date in accordance with their respective terms as of such date.
Enova does hereby agree that Hartcourt shall not have any
Liability whatsoever as a result of the insurance policies and
practices of Hartcourt and its Affiliates as in effect at any
time prior to the Enova Distribution Date, including as a result
of the level or scope of any such insurance, the creditworthiness
of any insurance carrier, the terms and conditions of any policy,
the adequacy or timeliness of any notice to any insurance carrier
with respect to any claim or potential claim or otherwise. In no
event shall Hartcourt have liability or obligation whatsoever to
Enova in the event that any Enova Insurance Policy or other
contract or policy of insurance shall be terminated or otherwise
cease to be in effect for any reason, shall be unavailable or
inadequate to cover any Liability of Enova for any reason
whatsoever or shall not be renewed or extended beyond the current
expiration date.
6. Further Assurances And Additional Covenants
6.1. Further Assurances. In addition to the actions specifically
provided for elsewhere in this Agreement, each of the parties
hereto shall use its reasonable best efforts, prior to, on and
after the Enova Distribution Date, to take, or cause to be taken,
all actions, and to do, or cause to be done, all things,
reasonably necessary, proper or advisable under applicable laws,
regulations and agreements to consummate and make effective the
transactions contemplated by this Agreement and the Enova
Ancillary Agreements.
Without limiting the foregoing, prior to, on and after the Enova
Distribution Date, each party hereto shall cooperate with the
other parties, and without any further consideration, but at the
expense of the requesting party, to execute and deliver, or use
its reasonable best efforts to cause to be executed and
delivered, all instruments, including instruments of conveyance,
assignment and transfer, and to make all filings with, and to
obtain all consents, approvals or authorizations of, any
Governmental Authority or any other Person under any permit,
license, agreement, indenture or other instrument (including any
Consents or Governmental Approvals), and to take all such other
actions as such party may reasonably be requested to take by any
other party hereto from time to time, consistent with the terms
of this Agreement and the Enova Ancillary Agreements, in order to
effectuate the provisions and purposes of this Agreement and the
Enova Ancillary Agreements and the other transactions
contemplated hereby and thereby. Without limiting the foregoing,
each party will, at the reasonable request, cost and expense of
any other party, take such other actions as may be reasonably
necessary to vest in such other party good and marketable title,
free and clear of any Security Interest, if and to the extent it
is practicable to do so.
Hartcourt and Enova, at the request of the other, shall use its
reasonable best efforts to obtain, or to cause to be obtained,
any consent, substitution, approval or amendment required to
novate (including with respect to any federal government
contract) or assign all obligations under agreements, leases,
licenses and other obligations or Liabilities of any nature
whatsoever that constitute Liabilities of Enova or Liabilities
that relate to Enova, or to obtain in writing the unconditional
release of all parties to such arrangements, so that, in any such
case, Enova will be solely responsible for such Liabilities;
provided, however, that neither Hartcourt nor Enova shall be
obligated to pay any consideration therefor to any third party
from whom such consents, approvals, substitutions, amendments and
releases are requested.
If Hartcourt or Enova is unable to obtain, or to cause to be
obtained, any such required consent, approval, release,
substitution or amendment, Hartcourt shall continue to be bound
by such agreements, leases, licenses and other obligations and,
unless not permitted by law or the terms thereof, Enova shall, as
agent or subcontractor for Hartcourt, pay, perform and discharge
fully all the obligations or other Liabilities of Hartcourt
thereunder from and after the date hereof. Enova shall indemnify
each Hartcourt Indemnities, and hold each of them harmless
against any Liabilities arising in connection therewith.
The parties hereto agree to take any reasonable actions necessary
in order for the Enova Distribution to qualify as a tax-free
distribution pursuant to Section 355 of the code.
6.2. Qualification as Tax-free Distribution. After the Enova
Distribution date, Hartcourt or Enova shall not take any action
which could reasonably be expected to prevent the Enova
Distribution from qualifying as a tax-free distribution within
the meaning of Section 355 of the Code or any other transaction
contemplated by this Agreement or any Ancillary Agreement which
is intended by the parties to be tax-free from failing so to
qualify.
After the Enova Distribution Date, Enova shall not take any
action or enter into any transaction which could reasonably be
expected to materially adversely impact the reasonably expected
tax consequences to Hartcourt which are known to Enova of any
transaction contemplated by this Agreement.
7. Termination
7.1. Termination. This Agreement may be terminated at any time prior
to the Enova Distribution Date by Hartcourt.
7.2. Effect of Termination. In the event of any termination of this
Agreement, no party to this Agreement (or any of its directors or
officers) shall have any Liability or further obligation to any
other party.
8. Miscellaneous
8.1. Counterparts; Entire Agreement; Corporate Power. This Agreement
and each Enova Ancillary Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered to the other party.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof, supersede all previous
agreements, negotiations, discussions, writings, understandings,
commitments and conversations with respect to such subject matter
and there are no agreements or understandings between the parties
other than those set forth or referred to herein or therein.
Hartcourt represents on behalf of itself and Enova represents on
behalf of itself as follows:
(a) each has the requisite corporate or other power and
authority and has taken all corporate or other action
necessary in order to execute, deliver and perform each of
this Agreement and each other Enova Ancillary Agreements to
which it is a party and to consummate the transactions
contemplated hereby and thereby; and
(b) this Agreement and each Enova Ancillary Agreement to which
it is a party has been duly executed and delivered by it and
constitutes a valid and binding agreement of it enforceable
in accordance with the terms thereof.
Notwithstanding any provision of this Agreement or any Enova
Ancillary Agreement, Hartcourt shall not be required to take or
omit to take any act that would violate its fiduciary duties to
any minority stockholders, if any.
8.2. Governing Law. This Agreement and, unless expressly provided
therein, each Enova Ancillary Agreement, shall be governed by and
construed and interpreted in accordance with the laws of the
State of California.
8.3. Assign Ability. Except as set forth in any Enova Ancillary
Agreement, this Agreement and each Enova Ancillary Agreement
5hail be binding upon and inure to the benefit of the parties
hereto and thereto, respectively, and their respective successors
and assigns; provided, however, that no party hereto or thereto
may assign its respective rights or delegate its respective
obligations under this Agreement or any Enova Ancillary Agreement
without the express prior written consent of the other parties
hereto or thereto.
8.4. Third Party Beneficiaries. Except for the indemnification rights
under this Agreement of any Hartcourt Indemnities or Enova
Indemnities in their respective capacities as such, (a) the
provisions of this Agreement and each Enova Ancillary Agreement
are solely for the benefit of the parties and are not intended to
confer upon any Person except the parties any rights at remedies
hereunder, and (b) there are no third party beneficiaries of this
Agreement or any Enova Ancillary Agreement and neither this
Agreement nor any Enova Ancillary Agreement shall provide any
third person with any remedy, claim, liability, reimbursement,
claim of action or other right in excess of those existing
without reference to this Agreement or any Enova Ancillary
Agreement.
8.5. Notices. All notices or other communications under this Agreement
or any Enova Ancillary Agreement shall be in writing and shall be
deemed to be duly given when (a) delivered in person or (b)
deposited in the United States mail or private express mail,
postage prepaid, addressed as follows:
If to Hartcourt, to: The Hartcourt Companies Inc.
c/o Xx. Xxxx Xxxx
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Enova, to: Enova Holdings Inc.
0000 XxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
8.6. Severability. If any provision of this Agreement or any Enova
Ancillary Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions
hereof or thereof, or the application of such provision to
Persons or circumstances or in jurisdictions other than those as
to which it has been held invalid or unenforceable, shall remain
in full force and effect and shall in no way be affected,
impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby or thereby, as
the case may be, is not affected in any manner adverse to any
party. Upon such determination, the parties shall negotiate in
good faith in an effort to agree upon such a suitable and
equitable provision to effect the original intent of the parties.
8.7. Force Majeure. No party shall be deemed in default of this
Agreement or any Enova Ancillary Agreement to the extent that any
delay or failure in the performance of its obligations under this
Agreement or any Enova Ancillary Agreement results from any cause
beyond its reasonable control and without its fault or
negligence, such as acts of God, acts of civil or military
authority, embargoes, epidemics, war, riots, insurrections,
fires, explosions, earthquakes, floods, unusually severe weather
conditions, labor problems or unavailability of parts, or, in the
case of computer systems, any failure in electrical or air
conditioning equipment. In the event of any such excused delay,
the time for performance shall be extended for a period equal to
the time lost by reason of the delay.
8.8. Publicity. Prior to the Enova Distribution Date, each of Enova
and Hartcourt shall consult with each other prior to issuing any
press releases or otherwise making public statements with respect
to the Enova Distribution or any of the other transactions
contemplated hereby and prior to making any filings with any
Governmental Authority with respect thereto.
8.9. Expenses. Except as expressly set forth in this Agreement or in
any Enova Ancillary Agreement, whether or not the Enova
Distribution is consummated, all third party fees, costs and
expenses paid or incurred prior to the Enova Distribution Date in
connection with the Enova Distribution will be paid by Hartcourt;
provided however that Enova shall consult with Hartcourt prior to
incurring any such third party obligations.
8.10.Headings. The paragraph and paragraph headings contained in this
Agreement and in the Enova Ancillary Agreements are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement or any Enova Ancillary
Agreement.
8.11.Survival of Covenants. Except as expressly set forth in any
Enova Ancillary Agreement, the covenants, representations and
warranties contained in this Agreement and each Enova Ancillary
Agreement, and liability for the breach of any obligations
contained herein, shall survive the Enova Distribution and shall
remain in full force and effect following the consummation of the
Enova Distribution.
8.12.Waivers of Default. Waiver by any party of any default by the
other party of any provision of this Agreement or any Enova
Ancillary Agreement shall not be deemed a waiver by the waiving
party of any subsequent or other default, nor shall it prejudice
the rights of the other party.
8.13.Amendments. No provisions of this Agreement or any Enova
Ancillary Agreement shall be deemed waived, amended, supplemented
or modified by any party, unless such waiver, amendment,
supplement or modification is in writing and signed by the
authorized representative of the party against whom it is sought
to enforce such waiver, amendment, supplement or modification.
IN WITNESS WHEREOF, the parties have caused this Distribution
Agreement to be executed by their duly authorized representatives.
"Hartcourt"
The Hartcourt Companies Inc.
By: /s/ Xxxx Xxxx
---------------------------------
Name: Xx. Xxxx Xxxx
Title: President
"Enova"
Enova Holdings Inc.
By: /s/ XX Xxxxxx
---------------------------------
Name: XX Xxxxxx
Title: President
