REGISTRATION RIGHTS AGREEMENT
Exhibit
10.4
THIS REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is entered into as of the ______ day of March, 2010 by and between
Money4Gold Holdings, Inc., a Delaware corporation (the “Company”) and
those Persons who execute this Agreement and are identified on Schedule A (each and
“Investor” and collectively, the “Investors”).
WHEREAS, the Company has agreed to
provide certain registration rights to the Investors in order to induce the
Investors to enter into those certain stock purchase agreements with the Company
and Xxxxxxx X. Xxxxxx dated as of the date of this Agreement (collectively, the
“Stock Purchase Agreement”).
Now, therefore, in consideration of the
mutual promises and the covenants as set forth herein, the parties hereto hereby
agree as follows:
1. Definitions. Unless
the context otherwise requires, the capitalized words and terms defined in this
Section 1 shall have the meanings herein specified for all purposes of this
Agreement, applicable to both the singular and plural forms of any of the terms
herein defined.
“Agreement” means this
Registration Rights Agreement, as the same may be amended, modified or
supplemented in accordance with the terms hereof.
“Board” means the
Board of Directors of the Company.
“Commission” means the
Securities and Exchange Commission or any other governmental body at the time
administering the Securities Act.
“Common Stock” means
the Company’s authorized common stock, as constituted on the date of this
Agreement, any stock into which such Common Stock may thereafter be changed and
any stock of the Company of any other class, which is not preferred as to
dividends or assets over any other class of stock of the Company and which is
not subject to redemption, issued to the holders of shares of such Common Stock
upon any re-classification thereof.
“Company” has the
meaning assigned to it in the introductory paragraph of this
Agreement.
“Effective Date” has
the meaning assigned to it in Section 3(a) of this Agreement.
“Event” has the
meaning assigned to it in Section 2(b) of this Agreement.
“Event Date” has the
meaning assigned to it in Section 2(b) of this Agreement.
“Exchange Act” means
the Securities Exchange Act of 1934 (or successor statute).
“Excluded Forms” means
registration statements under the Securities Act on Forms S-4 and S-8, or any
successors thereto.
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“Fair Market
Value” shall mean: (i) if the principal trading market for
such securities is a national securities exchange or the Over-the-Counter
Bulletin Board (“OTCBB”) (or a similar system then in use), the last reported
sales price on the principal market on the Event Date or if the Event Date is
not a trading day, the trading day immediately prior to such an Event Date; or
(ii) if (i) is not applicable, and if bid and asked prices for shares
of Common Stock are reported by the principal trading market or the Pink OTC
Markets, Inc. (or successor), the average of the high bid and low asked prices
so reported on the Event Date or if the Event Date is not a trading day on the
trading day immediately prior to such Event Date. Notwithstanding the
foregoing, if there is no last reported sales price or bid and asked prices, as
the case may be, for the day in question, then Fair Market Value shall be
determined as of the latest day prior to such day for which such last reported
sales price or bid and ask prices, as the case may be, are available, unless
such securities have not been traded on an exchange or in the over-the-counter
market for 30 or more days immediately prior to the day in question, in which
case the Fair Market Value shall be determined in good faith by, and reflected
in a formal resolution of, the Board.
“Filing Date” has the
meaning assigned to it in Section 2(a) of this Agreement.
“Force Majeure” has
the meaning assigned to it in Section 18 of this Agreement
“Investor” has the
meaning assigned to it in the introductory paragraph of this
Agreement.
“Investors” has the
meaning assigned to it in the introductory paragraph of this
Agreement.
“Non-Registered
Shares” has the meaning assigned to it in Section 2(b) of this
Agreement.
“Person” includes any
natural person, corporation, trust, association, company, partnership, joint
venture, limited liability company and other entity and any government,
governmental agency, instrumentality or political subdivision.
The terms “register” “registered” and
“registration”
refer to a registration effected by preparing and filing a registration
statement on other than any of the Excluded Forms in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.
“Registrable
Securities” means the Common Stock (i) issued to the Investor under the
Stock Purchase Agreement and (ii) any additional shares of Common Stock issued
with respect to such Common Stock by way of a stock dividend or stock split or
in connection with a combination, recapitalization, share exchange,
consolidation or other reorganization of the Company.
“Rule 144” is defined
in Section 7 of this Agreement.
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“Securities Act” means
the Securities Act of 1933 (or successor statute).
“Selling Expenses”
means all selling commissions, finder’s fees and stock transfer taxes applicable
to the Registrable Securities registered by the Investors and all fees and
disbursements of counsel for the Investors.
“Shares” means the
shares of Common Stock delivered pursuant to the Stock Purchase
Agreement.
“Stock Purchase
Agreement” has the meaning assigned to it in the Whereas clause of this
Agreement.
2. Required
Registration.
(a) Within
45 days from the date of this Agreement (the “Filing Date”), the Company shall
file with the Commission a registration statement on Form S-1 or such other form
as may be appropriate in order to permit the Investors to publicly sell the
Shares. The date of this Agreement shall be the date of the final
closing through which the Investors entered into the Stock Purchase Agreement
with respect to the Company’s current offering.
(b) If:
(i) the registration statement is not filed on or prior to the Filing Date; or
(ii) the Company fails to cause the registration statement to be declared
effective by the Effective Date (any such failure or breach being referred to as
an “Event,” and the date on which such Event occurs being referred to as the
“Event Date”), then, until the applicable Event is cured, the Company shall pay
to each Investor in cash or in shares of Common Stock at Fair Market Value at
the Company’s option as liquidated damages and not as a penalty, an amount equal
to 1.0% of the total amount invested by such Investor under each Stock Purchase
Agreement for each 30 day period (prorated for partial periods) during which
such Event continues uncured. While such Event continues, such
liquidated damages shall be paid not less often than every 30
days. Any unpaid liquidated damages as of the date when an Event has
been cured by the Company shall be paid within seven business days following the
date on which such Event has been cured by the
Company. Notwithstanding anything herein to the contrary, to the
extent that the registration of any or all of the Registrable Securities by the
Company on a registration statement is prohibited (the “Non-Registered Shares”)
as a result of rules, regulations, positions or releases issued or actions taken
by the Commission (including its Division of Corporation Finance or any other
part of its staff) pursuant to its authority with respect to Rule 415 (or
successor rule) and the Company has registered at such time the maximum number
of Registrable Securities permissible upon consultation with the Commission
(including its Division of Corporation Finance or any other part of its staff),
then the liquidated damages described in this Section 2(b) shall not be
applicable to such Non-Registered Shares. Notwithstanding the
preceding, the foregoing liquidated damages shall not accrue or be otherwise
charged during any period in which the Investor may sell all Shares on any given
day under Rule 144.
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3. Obligations
of the Company. If and whenever the Company is required by the provisions
hereof to effect or cause the registration of any Registrable Securities under
the Securities Act as provided herein, the Company shall:
(a) use
commercially reasonable efforts to prepare and file with the Commission a
registration statement with respect to such Registrable Securities and use
commercially reasonable efforts to cause such registration statement to become
effective within 120 days of the date of this Agreement (the “Effective Date”)
and to remain effective;
(b) use
commercially reasonable efforts to prepare and file with the Commission such
amendments to such registration statement (including post-effective amendments)
and supplements to the prospectus included therein as may be necessary to keep
such registration statement effective, subject to the qualifications in Section
4(a), and to comply with the provisions of the Securities Act with respect to
the sale or other disposition of all Registrable Securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the Investor set forth in such registration
statement;
(c) furnish
to the Investor such number of copies of such registration statement and of each
such amendment and supplement thereto (in each case including all exhibits),
such number of copies of the prospectus included in such registration statement
(including each preliminary prospectus), in conformity with the requirements of
the Securities Act, and such other documents, as each Investor may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities owned by the Investor;
(d) use
all commercially reasonable efforts to make such filings under the securities or
blue sky laws of New York and Florida to enable the the Investor to consummate
the sale in such jurisdiction of the Registrable Securities owned by the
Investor;
(e) notify
the Investor at any time when a prospectus relating to their Registrable
Securities is required to be delivered under the Securities Act, of the
Company’s becoming aware that the prospectus included in the related
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare and furnish to the Investor a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an 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 not misleading in the light of the circumstances then
existing;
(f) otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission;
(g) to
use commercially reasonable efforts to cause Registrable Securities to be quoted
on each trading market and/or in each quotation service on which the Common
Stock of the Company is then quoted; and
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(h) notify
the Investor of any stop order threatened or issued by the Commission and take
all actions reasonably necessary to prevent the entry of such stop order or to
remove it if entered.
4. Other
Procedures.
(a) Subject
to the remaining provisions of this Section 4(a) and the Company’s general
obligation to use commercially reasonable efforts under Section 3, the Company
shall be required to maintain the effectiveness of a registration statement
until the earlier of (i) the sale of all Registrable Securities by an Investor
(only as to that Investor) or (ii) 12 months from the date of this
Agreement. Provided, however, that the
Company shall not be required to file any post-effective amendment to any
registration statement or file any prospectus supplement under Rule 424(b)(3) of
the Securities Act beginning six months from the date of this Agreement unless
and until the Company fails to file with the Commission a Form 10-Q or Form 10-K
within the time required by the rules of the Commission including Rule 12b-25
(or any successor rule). The Company shall have no liability to the
Investor for delays in the Investor being able to sell the Registrable
Securities (i) as long as the Company uses commercially reasonable efforts to
file a registration statement, amendments to a registration statement,
post-effective amendments to a registration statement or supplements to a
prospectus contained in a registration statement (including any amendment or
post effective amendments), (ii) where the required financial statements or
auditor’s consents are unavailable or (iii) where the Company would be required
to disclose information at a time when it has no duty to disclose such
information under the Securities Act, the Exchange Act, or the rules and
regulations of the Commission.
(b) In
consideration of the Company’s obligations under this Agreement, the 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) herein, the Investor shall forthwith
discontinue his sale of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by said
Section 3(e) and,
if so directed by the Company, shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in the Investor’s
possession of the prospectus covering such Registrable Securities current at the
time of receipt of such notice.
(c) The
Company’s obligation to file any registration statement or amendment including a
post-effective amendment, shall be subject to each Investor, as applicable,
furnishing to the Company in writing such information and documents regarding
such Investor and the distribution of such Investor’s Registrable Securities as
may reasonably be required to be disclosed in the registration statement in
question by the rules and regulations under the Securities Act or under any
other applicable securities or blue sky laws of the jurisdiction referred to in
Section 3(d) herein. The Company’s obligations are also subject to
each Investor promptly executing any representation letter concerning compliance
with Regulation M under the Exchange Act (or any successor rule or
regulation). If any Investor fails to provide all of the information
required by this Section 4(c), the Company shall have no obligation to include
his Registrable Securities in a registration statement or it may withdraw such
Investor’s Registrable Securities from the registration statement without
incurring any penalty or otherwise incurring liability to such
Investor.
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(d) If
any such registration or comparable statement refers to the Investor by name or
otherwise as a stockholder of the Company, but such reference to the Investor by
name or otherwise is not required by the Securities Act or the rules thereunder,
then each Investor shall have the right to require the deletion of the reference
to the Investor, as may be applicable.
(e) In
connection with the sale of Registrable Securities, the Investor shall (if
required by law) deliver to each purchaser a copy of any necessary prospectus
and, if applicable, prospectus supplement, within the time required by Section
5(b) of the Securities Act.
(f) If
the Registrable Securities are eligible for sale under Rule 144, the Investor
shall sell the Registrable Securities under Rule 144 rather than the
registration statement; provided, however, that the
Company shall provide at the Investor’s request written confirmation that it has
filed all required reports (except Form 8-K) under Section 13 or 15(d) of the
Exchange Act during the prior 12 months.
5. Registration
Expenses. In connection
with any registration of Registrable Securities pursuant to Section 2, the
Company shall, whether or not any such registration shall become effective, from
time to time, pay all expenses (other than Selling Expenses) incident to its
performance of or compliance, including, without limitation, all registration,
and filing fees, fees and expenses of compliance with securities or blue sky
laws, word processing, printing and copying expenses, messenger and delivery
expenses, fees and disbursements of counsel for the Company and all independent
public accountants and other Persons retained by the Company.
6. Indemnification.
(a) In
the event of any registration of any shares of Common Stock under the Securities
Act pursuant to this Agreement, the Company shall indemnify and hold harmless
each Investor, from and against any losses, claims, damages or liabilities,
joint or several, to which each Investor may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration
statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or any document incident to
registration or qualification of any Registrable Securities pursuant to Section
3(d) herein, or arise out of or are based upon 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 or, with respect to any prospectus,
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or any violation by the Company of the
Securities Act, the Exchange Act, or state securities or blue sky laws
applicable to the Company and relating to action or inaction required of the
Company in connection with such registration or qualification under the
Securities Act or such state securities or blue sky laws. If the
Company fails to defend the Investors as required by Section 6(c) herein, it
shall reimburse (after receipt of appropriate documentation) each Investor for
any legal or any other out-of-pocket expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the
Company shall not be liable to an Investor in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary prospectus, said
prospectus, or said amendment or supplement or any document incident to
registration or qualification of any Registrable Securities pursuant
to Section 3(d) hereof in reliance upon and in conformity with written
information furnished to the Company by such Investor specifically for use in
the preparation thereof or information omitted to be furnished by such Investor
or (ii) any act or failure to act of such Investor including the failure of any
Investor to deliver a prospectus as required by Section 5 of the Securities
Act.
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(b) In
the event of any registration of any Registrable Securities under the Securities
Act pursuant to this Agreement, each Investor shall indemnify and hold harmless
(in the same manner and to the same extent as set forth in Section 6(a)) the
Company, each director of the Company, each officer of the Company who signs
such registration statement, the Company’s attorneys and auditors and any Person
who controls the Company within the meaning of the Securities Act, with respect
to (i) any untrue statement or omission from such registration statement, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, if such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Investor specifically for use in the preparation of such registration statement,
preliminary prospectus, final prospectus or amendment or supplement or (ii) from
any other act or failure to act of the Investor as set forth in Section
6(a).
(c) Promptly
after receipt by an indemnified party of notice of the commencement of any
action involving a claim referred to in Section 6(a) or (b), such indemnified
party shall, if a claim in respect thereof is made against an indemnifying
party, give written notice to the indemnifying party of the commencement of such
action. The indemnifying party shall be relieved of its obligations
under this Section 6(c) to the extent that the indemnified party delays in
giving notice and the indemnifying party is damaged or prejudiced by the
delay. In case any such action is brought against an indemnified
party, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so as to assume the defense thereof, the
indemnifying party shall be responsible for any legal or other expenses
subsequently incurred by the indemnifying party in connection with the defense
thereof, provided, however, that, if
counsel for an indemnified party shall have reasonably concluded that there is
an actual or potential conflict of interest between the indemnified and the
indemnifying party the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party, and such
indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for the fees and expenses of counsel retained
by the indemnified party which are reasonably related to the matters covered by
the indemnity agreement provided in this Section 6; provided, however, that in no
event shall any indemnification by an Investor under this Section 6 exceed the
net proceeds from the sale of Registrable Securities received by the
Investor. No indemnified party shall make any settlement of any
claims indemnified against hereunder without the written consent of the
indemnifying party, which consent shall not be unreasonably
withheld. In the event that any indemnifying party enters into any
settlement without the written consent of the indemnified party the indemnifying
party shall not, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff of a release of such indemnified party from all liability
in respect to such claim or litigation.
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(d) In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which under any indemnified party makes a
claim for indemnification pursuant to this Section 6, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required in
circumstances for which indemnification is provided under this Section 6; then,
in each such case, the Company and such Investor shall contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject as
is appropriate to reflect the relative fault of the Company and such Investor in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, it being understood that the parties acknowledge
that the overriding equitable consideration to be given effect in connection
with this provision is the ability of one party or the other to correct the
statement or omission (or avoid the conduct or take an act) which resulted in
such losses, claims, damages or liabilities, and that it would not be just and
equitable if contribution pursuant hereto were to be determined by pro-rata
allocation or by any other method of allocation which does not take into
consideration the foregoing equitable considerations. Notwithstanding
the foregoing, (i) no such Investor shall be required to contribute any amount
in excess of the net proceeds to him of all Registrable Securities sold by him
pursuant to such registration statement, and (ii) no Person who is guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.
(e) Notwithstanding
any of the foregoing, except for Common Stock registered on Form S-8, if, in
connection with an underwritten public offering of the Registrable Securities,
the Company, any of the Investors and the underwriters enter into an
underwriting agreement relating to such offering which contains provisions
covering indemnification among the parties, then the indemnification provision
of this Section 6 shall be deemed inoperative for purposes of such
offering.
7. Rule
144. For one year from
the date of this Agreement, the Company covenants that it will file the reports
required to be filed under the Exchange Act and the rules and regulations
adopted by the Commission thereunder (or, in the event that the Company is not
required to file such reports, it will make publicly available information as
set forth in Rule 144(c) promulgated under the Securities Act), and it will take
such further action as the Investor may reasonably request, or to the extent
required from time to time to enable the Investor to sell their Registrable
Securities without registration under the Securities Act within the limitation
of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission (collectively, “Rule 144”). Upon
request of any Investor, the Company will deliver to the Investor a written
statement as to whether it has complied with such requirements.
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8. Severability. In
the event any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.
9. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. The execution of this Agreement may be by actual or
facsimile signature.
10. Benefit. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns.
11. Notices
and Addresses. All notices, offers, acceptance and any other
acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows:
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To
the Company:
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Money4Gold
Holdings, Inc.
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000
X. Xxxxxxx Xxxx, Xxxxx 0000
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Xx.
Xxxxxxxxxx XX 00000
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Attention:
Xxxxxx Xxxxxxx, Chief Financial Officer
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000 - fax
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With
a Copy to:
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Xxxxxxx
X. Xxxxxx, Esq.
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Xxxxxx
Xxxxxx LLP
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0000
Xxxx Xxxxx Xxxxx Xxxxxxxxx
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Xxxxx
000
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Xxxx
Xxxx Xxxxx, XX 00000
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Telephone: (000)
000-0000
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Facsimile:
(000) 000-0000
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To
each Investor:
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At
the address on the signature
page
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or to
such other address as any of them, by notice to the other may designate from
time to time. The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery. Time shall be counted from the date of
transmission.
12. Attorneys’
Fees. In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding relating to this Agreement
is filed, the prevailing party shall be entitled to an award by the court of
reasonable attorneys’ fees, costs and expenses.
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13. Oral
Evidence. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
14. Additional
Documents. The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.
15. Governing
Law. This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the internal laws of the State of New
York.
16. Section
or Paragraph Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Agreement.
17. Force
Majeure. The Company shall be excused from any delay in
performance or for non-performance of any of the terms and conditions of this
Agreement caused by any Force Majeure event. “Force Majeure” shall mean strikes;
labor disputes; freight embargoes; interruption or failure in the Internet,
telephone or other telecommunications service or related equipment; material
interruption in the mail service or other means of communication with the United
States; if the Company shall have sustained a material or substantial loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity
or malicious act, whether or not such loss shall have been insured; acts of God;
outbreak or material escalation of hostilities or civil
disturbances, national emergency or war (whether or not declared), or
other calamity or crises including a terrorist act or acts affecting the United
States; future laws, rules, regulations or acts of any government (including any
orders, rules or regulations issued by any official or agency of such
government); or any cause beyond the reasonable control of the
Company.
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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed personally or by a duly authorized representative thereof as of the day
and year first above written.
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THE
COMPANY:
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MONEY4GOLD
HOLDINGS, INC.
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By:
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Xxxxxx
Xxxxxxx, Chief Financial Officer
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INVESTOR:
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Signature
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Printed
Name of Investor
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Title
of Authorized Signatory if Investor
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is
a corporation or other entity
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Signature
of spouse or co-owner, if any
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Address
of
Investor
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