REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of May ___,
1999, ("this Agreement"), is made by and between eConnect, a
Nevada corporation (the "Company"), and the person named on the
signature page hereto (the "Investor").
W I T N E S S E T H:
WHEREAS, upon the terms and subject to the conditions of
the Subscription Agreement, between the Investor and the Company
(the "Subscription Agreement"), the Company has agreed to issue
and sell to the Investor six percent (6%) Convertible Debentures
of the Company (the "Debentures"), which will be convertible into
shares of the common stock, one tenth of one cent ($0.001) par
value (the "Common Stock"), of the Company (the "Conversion
Shares") upon the terms and subject to the conditions of such
Debentures; and
WHEREAS, pursuant to the terms of the Subscription
Agreement the Company has issued the Investor one hundred fifty
thousand (150,000) Warrants exercisable at a strike price equal
to one hundred five percent (105%) of the five (5) day average
closing bid price for the Company's Common Stock for the five
trading days prior to the "Closing Date" as that term is defined
below.
WHEREAS, to induce the Investor to execute and deliver
the Subscription Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the "Securities Act"), and
applicable state securities laws with respect to the Conversion
Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as
follows:
1. Definitions.
(a) As used in this Agreement, the following terms
shall
have the following meaning:
(i) "Closing Date" means the date funds are received
by the
Company pursuant to the Subscription Agreement.
(ii) "Investor" means the Investor and any transferee
or
assignee who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 hereof.
(iii) "Register", "registered" and "registration" refer
to a
registration effected by preparing and filing a Registration
Statement or Statements in compliance with the Securities Act and
pursuant to Rule 415 under the Securities Act or any successor
rule providing for offering securities on a continuous basis
("Rule 415"), and the declaration or ordering of effectiveness of
such Registration Statement by the United States Securities and
Exchange Commission (the "SEC").
(iii) "Registrable Securities" means the Conversion
Shares and
Warrants.
(iv) "Registration Statement" means a registration
statement
of the Company under the Securities Act.
(b) As used in this Agreement, the term Investor
includes
(i) each Investor (as defined above) and (ii) each person who is
a permitted transferee or assignee of the Registrable Securities
pursuant to Section 9 of this Agreement.
(c) Capitalized terms used herein and not otherwise
defined
herein shall have the respective meanings set forth in the
Subscription Agreement.
2. Registration.
(a) Mandatory Registration. The Company shall prepare
and file with the SEC, no later than ten (10) days after the
Closing Date, a Registration Statement on Form SB-2, covering a
sufficient number of shares of Common Stock for the Investors
into which the Five Hundred Thousand Dollars ($500,000) of
Debentures and one hundred fifty thousand (150,000) Warrants
would be convertible. The Registration Statement shall cover ten
million (10,000,000) shares
of the Company's Common Stock. Such Registration Statement shall
state that, in accordance with the Securities Act, it also covers
such indeterminate number of additional shares of Common Stock as
may become issuable to prevent dilution resulting from Stock
splits, or stock dividends). If at any time the number of shares
of Common Stock into which the Debenture and Warrants issued in
this offering may be converted exceeds the aggregate number of
shares of Common Stock then registered, the Company shall, within
ten (10) business days after receipt of written notice from any
Investor, either (i) amend the Registration Statement filed by
the Company pursuant to the preceding sentence, if such
Registration Statement has not been declared effective by the SEC
at that time, to register all shares of Common Stock into which
the Debenture may be converted, or (ii) if such Registration
Statement has been declared effective by the SEC at that time,
file with the SEC an additional Registration Statement on Form SB-
2 or any other applicable registration statement, to register the
shares of Common Stock into which the Debenture may be converted
that exceed the aggregate number of shares of Common Stock
already registered.
(b) Underwritten Offering. If any offering pursuant
to a Registration Statement pursuant to Section 2(a) hereof
involves an underwritten offering, the Investors acting by
majority in interest of the Registrable Securities subject to
such underwritten offering shall have the right to select one
legal counsel to represent their interests, and an investment
banker or bankers and manager or managers to administer the
offering, which investment banker or bankers or manager or
managers shall be reasonably satisfactory to the Company. The
Investors who hold the Registrable Securities to
be included in such underwriting shall pay all underwriting
discounts and commissions and other fees and expenses of such
investment banker or bankers and manager or managers so selected
in accordance with this Section 2(b) (other than fees and
expenses relating to registration of Registrable Securities under
federal or state securities laws, which are payable by the
Company pursuant to Section 5 hereof) with respect to their
Registrable Securities and the fees and expenses of such legal
counsel so selected by the Investors.
(c) Payment by the Company. If the Registration
Statement covering the Registrable Securities required to be
filed by the Company pursuant to Section 2(a) hereof is not
declared effective within thirty (30) days from the Closing Date,
then the Company
shall pay investor as liquidated damages three percent (3%) of
the principal amount of the Debentures issued at that time for
every thirty (30) day period or portion thereof until the
Registration Statement is declared effective.
The Company acknowledges that its failure to have the
Registration Statement declared effective within thirty (30) days
from the Closing Date will cause the Investor to suffer damages
in an amount that will be difficult to ascertain. Accordingly,
the parties agree that it is appropriate to include in this
Agreement a provision for liquidated damages. The parties
acknowledge and agree that the liquidated damages provision set
forth in this section
represents the parties' good faith effort to qualify such damages
and, as such, agree that the form and amount of such liquidated
damages are reasonable and will not constitute a penalty. The
payment of liquidated damages shall not relieve the Company from
its obligations to register the Common Stock and deliver the
Common Stock pursuant to the terms of this Agreement, the
Subscription Agreement and the Debenture.
3. Obligation of the Company. In connection
with the registration of the Registrable Securities, the Company
shall do
each of the following:
(a) Prepare promptly, and file with the SEC within
ten (10) days of the Closing Date, a Registration Statement with
respect to
not less than the number of Registrable Securities provided in
Section 2(a), above, and thereafter use its best efforts to cause
each Registration Statement relating to Registrable Securities to
become effective the earlier of (i) five (5) business days after
notice from the Securities and Exchange Commission that the
Registration Statement may be declared effective, or (b) thirty
(30) days after the Closing Date, and keep the Registration
Statement effective at all times until the earliest of (i) the
date that is two years after the Closing Date (ii) the date when
the Investors may sell all Registrable Securities under Rule 144
without volume limitations or (iii) the date the Investors no
longer own any of the Registrable Securities (the "Registration
Period"), which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in
which they were made, not misleading;
(b) Prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to the
Registration
Statement and the prospectus used in connection with the
Registration Statement as may be necessary to keep the
Registration effective at all times during the Registration
Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company covered by the
Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement;
(c) Furnish to each Investor whose Registrable
Securities are included in the Registration Statement and its
legal counsel identified to the Company, (i) promptly after the
same is prepared and publicly distributed, filed with the SEC, or
received by the Company, one (1) copy of the Registration
Statement, each
preliminary prospectus and prospectus, and each amendment or
supplement thereto, and (ii) such number of copies of a
prospectus, including a preliminary prospectus, and all
amendments and supplements thereto and such other documents, as
such Investor may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Investor;
(d) Use its best efforts to (i) register and qualify
the Registrable Securities covered by the Registration Statement
under such other securities or blue sky laws of such
jurisdictions as the Investors who hold a majority in interest of
the Registrable Securities being offered reasonably request and
in which significant volumes of shares of Common Stock are
traded, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements
to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and
qualification in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such
jurisdictions: provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (A)
qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (B)
subject itself to general taxation in any such jurisdiction, (C)
file a general consent to service of process in any such
jurisdiction, (D) provide any undertakings that cause more than
nominal expense or burden to the Company or (E) make any change
in its articles of incorporation or by-laws or any then existing
contracts, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the
Company and its stockholders;
(e) As promptly as practicable after becoming aware
of such event, notify each Investor of the happening of any event
of which
the Company has knowledge, as a result of which the prospectus
included in the Registration Statement, as then in effect,
includes any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances
under which they were made, not misleading, and uses its best
efforts promptly to prepare a supplement or amendment to the
Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission, and deliver a
number of copies of such supplement or amendment to each Investor
as such Investor may reasonably request;
(f) As promptly as practicable after becoming aware
of such event, notify each Investor who holds Registrable
Securities being
sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of any notice of
effectiveness or any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest
possible time;
(g) Use its commercially reasonable efforts, if
eligible, either to (i) cause all the Registrable Securities
covered by the Registration Statement to be listed on a national
securities
exchange and on each additional national securities exchange on
which securities of the same class or series issued by the
Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such
exchange, or (ii) secure designation of all the Registrable
Securities covered by the Registration Statement as a National
Association of Securities Dealers Automated Quotations System
("NASDAQ") "Small Capitalization" within the meaning of Rule
11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the quotation of the
Registrable Securities on the NASDAQ Small Cap Market; or if,
despite the Company's commercially reasonable efforts to satisfy
the preceding clause (i) or (ii), the Company is unsuccessful in
doing so, to secure NASD authorization and quotation for such
Registrable Securities on the over-thecounter bulletin board and,
without limiting the generality of the foregoing, to arrange for
at least two market makers to register with the National
Association of Securities Dealers, Inc. ("NASD") as such with
respect to such registrable securities;
(h) Provide a transfer agent for the Registrable
Securities not later than the effective date of the Registration
Statement;
(i) Cooperate with the Investors who hold Registrable
Securities being offered to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be
offered pursuant to the Registration Statement and enable such
certificates for the Registrable Securities to be in such
denominations or amounts as the case may be, as the Investors may
reasonably request and registration in such names as the
Investors may request; and, within five (5) business days after a
Registration Statement which includes Registrable Securities is
ordered effective by the SEC, the Company shall deliver, and
shall cause legal counsel selected by the Company to deliver, to
the transfer agent for the Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such
Registration /statement) an appropriate instruction and opinion
of such counsel, if so required by the Company's transfer agent;
and
(j) Take all other reasonable actions necessary to
expedite and facilitate distribution to the Investor of the
Registrable Securities pursuant to the Registration Statement.
4. Obligations of the Investors. In connection with
the registration of the Registrable Securities, the Investors
shall have the following obligations;
(a) It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant
to this Agreement with respect to the Registrable Securities of a
particular Investor that such Investor shall timely furnish to
the Company such
information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect
the registration of such Registrable Securities and shall timely
execute such documents in connection with such registration as
the Company may reasonably request. At least five (5) days prior
to the first anticipated filing date of the Registration
Statement, the Company shall notify each Investor of the
information the Company requires from each such Investor (the
"Requested Information") if such Investor elects to have any of
such Investor's Registrable Securities included in the
Registration Statement. If at least two (2) business days prior
to the filing date the Company has not received the Requested
Information from an Investor (a "NonResponsive Investor"), then
the Company may file the Registration Statement without including
Registrable Securities of such NonResponsive Investor;
(b) Each Investor by such Investor's acceptance of
the Registrable Securities agrees to cooperate with the Company
as reasonably requested by the Company in connection with the
preparation and filing of the Registration Statement hereunder,
unless such Investor has notified the Company in writing of such
Investor's election to exclude all of such Investor's Registrable
Securities from the Registration Statement; and
(c) Each Investor agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind
described in Section 3(e) or 3(f), above, such Investor will
immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable
Securities until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(e)
or 3(f) and, if so directed by the Company, such investor shall
deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of destruction) all
copies in such Investor's
possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.
5. Expenses of Registration. All reasonable
expenses,
other than underwriting discounts and commissions incurred in
connection with registrations, filing or qualifications pursuant
to Section 3, but including, without limitations, all
registration, listing, and qualifications fees, printers and
accounting fees, the fees and disbursements of counsel for the
Company shall be borne by the Company.
6. Indemnification. In the event any
Registrable Securities are included in a Registration Statement
under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Investor who holds such
Registrable Securities, the directors, if any, of such Investor,
the officers, if any, of such Investor, each person, if any, who
controls any Investor within the meaning of the Securities Act or
the Exchange Act (each, an "Indemnified Person"), against any
losses, claims, damages, liabilities or expenses (joint or
several) incurred (collectively, "Claims") to which any of them
may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of
or are based upon any of the following statements, omissions or
violations of the Registration Statement or any post-effective
amendment thereof, or any prospectus included therein: (i) any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereof or any prospectus included therein: (i) any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereof or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or
contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state
therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements
therein were made, not misleading or (iii) any violation or
alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
under the Securities Act, the Exchange Act or any state
securities law (the matters in the foregoing clauses (i) through
(iii) being collectively referred to as "Violations"). The
Company shall reimburse the Investors, promptly as such expenses
are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a) shall
not (i) apply to any Claims arising out of or based upon a
Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf
of any Indemnified Person expressly for use in connection with
the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 3(b)
hereof; (ii) with respect to any preliminary prospectus, inure to
the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the
prospectus, as then amended or supplemented, if such prospectus
was timely made available by the Company pursuant to Section 3(b)
hereof; (iii) be available to the
extent such Claim is based on a failure of the Investor to
deliver or cause to be delivered the prospectus made available by
the Company; or (iv) apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written
consent of the
Company, which consent shall not be unreasonably withheld. Each
Investor will indemnify the Company, its officers, directors and
agents (including Counsel) against any claims arising out of or
based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company,
by or on behalf of such Investor, expressly for use in connection
with the preparation of the Registration Statement, subject to
such limitations and conditions as are applicable to the
Indemnification provided by the Company to this Section 6. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person or
Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.
(b) Promptly after receipt by an Indemnified Person
or Indemnified Party under this Section 6 of notice of the
commencement of any action (including any governmental action),
such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its
own counsel with the reasonable fees and expenses to be paid by
the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel
in such proceeding. In such event, the Company shall pay for
only one separate legal counsel for the Investors; such legal
counsel shall be selected by the Investors holding a majority in
interest of the Registrable Securities included in the
Registration Statement to which the Claim relates.
The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in
its ability to defend such action. The indemnification required
by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense,
as such expense, loss, damage or liability is incurred and is due
and payable.
7. Contribution. To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,
however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6;
(b) no seller of Registrable Securities guilty or fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller
of Registrable Securities who was not guilty of such fraudulent
misrepresentation; and (c) contribution by any seller of
Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale
of such Registrable Securities.
8. Reports under Exchange Act. With a view to
making available to the Investors the benefits of Rule 144
promulgated
under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration
("Rule 144"), the Company agrees to use its reasonable best
efforts to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities
Act and the Exchange Act; and
(c) furnish to each Investor so long as such Investor
owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the
Company and (iii) such other information as may be reasonably
requested to permit the Investors to sell such securities
pursuant to Rule 144 without registration.
9. Assignment of the Registration Rights. The
rights to have the Company register Registrable Securities
pursuant to this Agreement shall be automatically assigned by the
Investors to any transferee of in excess of fifty (50%) percent
or more of the Registrable Securities (or all or any portion of
any Debenture of
the Company which is convertible into such securities) only if:
(a) the Investor agrees in writing with the transferee or
assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such
assignment, (b) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (i)
the name and address of such transferee or assignee and (ii) the
securities with respect to which such registration rights are
being transferred or assigned, (c) immediately following such
transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws, and (d) at or before
the time the Company received the written notice contemplated by
clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions
contained herein. In the event of any delay in filing or
effectiveness of the Registration Statement as a result of such
assignment, the Company shall not be liable for any damages
arising from such delay, or the payments set forth in Section
2(c) hereof.
10. Amendment of Registration Rights. Any
provision of this Agreement may be amended and the observance
thereof may be
waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of
the Company and investors who hold a majority in interest of the
Registrable Securities. Any amendment or waiver effected in
accordance with this Section 10 shall be binding upon each
Investor and the Company.
11. Interest. Nothing contained herein shall be deemed
to
establish or require the payment of interest to the Investor at a
rate in excess of the maximum rate permitted by governing law.
In the event that the rate of interest required to be paid
hereunder exceeds the maximum rate permitted by governing law,
the rate of interest
required to be paid thereunder shall be automatically reduced to
the maximum rate permitted under the governing and any amounts
collected in excess of the permissible amount shall be deemed a
payment of principal. To the extent that such excess amount
exceeds the aggregate principal amount of the Debenture, such
excess shall be returned with reasonable promptness by the
Investor to the Company.
12. Miscellaneous.
(a) A person or entity is deemed to be a holder of
Registrable Securities whenever such person or entity owns of
record such Registrable Securities. If the Company received
conflicting instructions, notices or elections from two or more
persons or entities with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such
Registrable Securities.
(b) Notices required or permitted to be given
hereunder
shall be in writing and shall be deemed to be sufficiently given
when personally delivered (by hand, by courier, by telephone line
facsimile transmission, receipt confirmed, or other means) or
sent by certified mail, return receipt requested, properly
addressed and with proper postage pre-paid (i) if to the Company,
at its executive office (ii) if to the Investor, at the address
set forth under its name in the Subscription Agreement, with a
copy to its designated attorney and (iii) if to any other
Investor, at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such
party furnishes by notice given in accordance with this Section
12(b), and shall be effective, when personally delivered, upon
receipt and, when so sent by certified mail, four (4) business
days after deposit with the United States Postal Service.
(c) Failure of any party to exercise any right or
remedy
under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver
thereof.
(d) This Agreement shall be governed by the
interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles. Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions. The headings of this Agreement
are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. If any provision
of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not
effect the validity or enforceability of the remainder of this
Agreement or the validity or enforceability of this Agreement in
any other jurisdiction. This Agreement may be amended only by an
instrument in writing signed by the party to be charged with
enforcement.
(e) This Agreement constitutes the entire agreement
among
the parties hereto with respect to the subject matter hereof.
There are no restrictions, promises, warranties or undertakings,
other
than those set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof.
(f) Subject to the requirements of Section 9 hereof,
this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
(g) All pronouns and any variations thereof refer to
the masculine, feminine or neuter, singular or plural, as the
context
may require.
(h) The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning thereof.
(i) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same agreement. This
Agreement, once executed by a party, may be delivered to the
other party hereto by telephone line facsimile transmission of a
copy of this Agreement bearing the signature of the party so
delivering this Agreement. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties
hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
eConnect
By:______________________________
______
Name:____________________________
______
Title:___________________________
________
_________________________________
______ (Name of Investor)
By:
_________________________________
___
Name:____________________________
______
Title:___________________________
________
