C-3D DIGITAL, INC.
RELEASE AGREEMENT
EXECUTION COPY
DATED: AUGUST 17, 2001
C-3D DIGITAL, INC.
000 XXXXX XXXX XXXXXXXXX, XX. XXXXXXX, XX 00000,
PH (000) 000-0000 FAX (000) 000-0000
RELEASE AGREEMENT
This Release Agreement ("Agreement") is executed on August 17, 2001, by
XXXXXXXX XXXXX, hereinafter (hereinafter "Releasor"), in favor of Chequemate
International, Inc., a Utah corporation, d/b/a C-3D Digital (hereinafter
"Releasee"), with its principal place of business located at 000 Xxxxx Xxxx
Xxxx., Xx. Xxxxxxx, Xxxxxxxx 00000 ("Xx. Xxxxx", together with Chequemate, the
"Parties")
RECITALS
WHEREAS, this Release is given and accepted for the purposes of resolving
claims for contracted services or employment and other expenses deemed by the
Releasor to be the responsibility of the Releasee totaling $90,000. Nothing
contained in this Agreement, nor any consideration given pursuant to it, shall
constitute or be deemed an admission of any act, omission, liability, or damages
of any party,
NOW THEREFORE, in consideration of the foregoing and of the mutual rights
and obligations created herein and for other good and sufficient consideration
the receipt and adequacy of which are hereby acknowledged, the parties agree to
the following:
TERMS OF AGREEMENT
1. Concurrent with the execution and delivery of this Agreement, Releasee
shall enter into that certain Subscription Agreement ("Subscription
Agreement") with Releasor incorporated hereto as Exhibit A by which
Releasee will issue to Releasor two hundred eighty four thousand, four
hundred and forty four (284,444) shares of common stock of Chequemate,
("Release Shares")
2. The quantity of shares of Release Stock shall be determined as
follows: $80,000.00 divided by a share value of $0.5625 and multiplied
by two.
3. Releasor executes and delivers this Agreement in consideration of and
pursuant to the receipt of $10,000 ("Release Payment"). Payment shall
be made to Releasor within TEN (10) business days of Releasee
executing this agreement, if not sooner.
4. Additionally, 142,222 shares of the Release Shares will be included in
the company's current S3 registration filing contemplated to be
resubmitted with the SEC during the month of August 2001.
5. Releasor agrees and acknowledges that the issuance of the Release
Shares and the payment of the Release Payment shall constitute full
settlement of all claims arising from or in connection with the
Releasor's claims that may have had, now has or may have in the future
against Releasee or present or former officers, directors,
stockholders, employees, assigns, agents and parent, subsidiary,
affiliate, predecessor or successor corporations and entities of
Releasee.
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6. Except to the extent required by law or required in connection with
any tax or securities filing, or otherwise approved by the Releasee in
advance, for a period of five (5) years from the execution of this
Agreement, Releasor and Releasee shall retain in strict confidence,
and shall not use, divulge, express, provide to any third party, for
the benefit of itself or others, any confidential and settlement
information relating solely to this Agreement. Any breach by Releasor
or Releasee of the confidentiality expressed in this Agreement, shall
immediately terminate this Agreement and terms contained herein shall
be null and void.
MISCELLANEOUS
7. This Agreement sets forth the entire agreement and understanding of
the Parties hereto in respect to the transactions contemplated hereby
and supersede all prior agreements, arrangements and understandings
relating to the subject matter hereof and are not intended to confer
upon any other person any rights or remedies hereunder. There have
been no representations or statements, oral or written, that have been
relied on by any party hereto, except those expressly set forth in
this Special Release. This Agreement may be amended, modified or
supplemented but only in writing signed by all of the Parties.
8. Any notice, request, instruction or other document to be given
hereunder by a party hereto shall be in writing and shall be deemed to
have been given, (i) when received if given in person, (ii) on the
date of transmission if sent by telex, telecopy or other wire
transmission (provided that a copy of such transmission is
simultaneously sent in the manner provided in CLAUSE (iii) below) or
(iii) five (5) days after being deposited with a reputable courier
service:
(a) If to the Company addressed as follows:
000 Xxxxx Xxxx Xxxx.
Xx. Xxxxxxx, Xxxxxxxx 00000
Attn: CEO or President
with a copy to:
Xxxxxxx Xxxxx
0000 Xxxxxxxxxx Xxx.
Xxxx 00
Xxxxxxxxxx, XX 00000
(b) If to Xxxxxxxx Xxxxx, to
Xxxxxxxx Xxxxx
c/o Cullen & Associates, A.P.C.
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000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxx X. Xxxxxx, Esq.
Cullen & Associates, A.P.C.
000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
or to such other individual or address as a party hereto may designate
for itself by notice given as herein provided.
9. Any term or condition of this Agreement may be waived at any time by
the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition.
No waiver by any party of any term or condition of this Agreement, in
any one or more instances, shall be deemed to be or construed as a
waiver of the same or any other term or condition of this Agreement on
any future occasion. All remedies, either under this Agreement or by
Law or otherwise afforded, will be cumulative and not alternative.
10. This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of Releasor and
Releasee.
11. The terms and provisions of this Agreement are intended solely for the
benefit of each party hereto and their respective successors or
permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights, and this Agreement does not
confer any such rights, upon any other person.
12. Except as provided herein, neither this Agreement nor any right,
interest or obligation hereunder may be assigned (by operation of law
or otherwise) by a party to this Agreement without the prior written
consent of the other party. This Agreement is binding upon, inures to
the benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
13. The headings used in this Agreement have been inserted for convenience
of reference only and do not define or limit the provisions hereof.
14. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future law, and if the rights or
obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be
fully severable, (b) this Agreement will be construed and enforced as
if such illegal, invalid or unenforceable provision had never
comprised a part
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hereof, (c) the remaining provisions of this Agreement will remain in
full force and effect and will not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom and (d) in
lieu of such illegal, invalid or unenforceable provision, there will
be added as a part of this Agreement a legal, valid and enforceable
provision, agreed to the parties to this Agreement, as similar in
terms to such illegal, invalid or unenforceable provision as may be
possible.
15. This Agreement has been made, entered into and performed within the
State of California and shall be governed by and construed in
accordance with the domestic laws of the State of California, without
giving effect to any choice of law or conflict of law provision or
rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other
than the State of California.
16. The parties hereto each hereby irrevocably and unconditionally waives
trial by jury in any action, claim, suit or proceeding relating to
this Agreement or any of the transactions contemplated hereby and for
any counterclaim brought therein.
17. The parties hereto agree that this Agreement is the product of
negotiation between sophisticated parties and individuals, all of whom
had the opportunity to be represented by counsel and to participate in
the drafting of each provision hereof. Accordingly, ambiguities in
this Agreement, if any, shall not be construed strictly or in favor of
or against any party hereto but rather shall be given a fair and
reasonable construction without regard to the rule of CONTRA
PROFERENTEM.
18. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will
constitute one and the same instrument.
19. If any provision of this Agreement is deemed to be invalid, illegal or
unenforceable by an arbitrator, a court of competent jurisdiction or
other governmental authority, the remainder of this Agreement shall
remain in full force and effect or shall be reasonably construed to
carry out the intent of the parties as expressed herein. This
Agreement shall be construed according to its fair meaning, with the
language used herein deemed to be the language chosen by the parties
to express their mutual intent, and no presumption or rule of strict
construction shall be applied against any party hereto.
20. The Parties acknowledge the accuracy of the preamble and recitals
hereto and such preamble and recitals are hereby incorporated by
reference as if set forth herein at length.
21. Subject to the conditions precedent above, including the performance
of all acts required by Releasor, Releasor and Releasee, shall and do
hereby forever unconditionally relieve, release and discharge each
from and against any and all
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claims, debts, rights, liabilities, demands, accounts, liens,
reckonings, obligations, promises, acts, agreements, costs and
expenses (including, but not limited to, attorneys' fees and costs),
damages, actions and causes of action, of whatever kind and nature,
whether known or unknown, suspected or unsuspected, which each has,
owns or holds or at anytime heretofore has ever owned or held,
including, but not limited to, any rights, claims, debts, liabilities,
demands, accounts, liens, reckonings, demands, acts, costs, expenses,
damages, actions or causes of action, based on, arising out of,
related to, or in connection with any and all matters, disputes,
obligations, or claims of any kind whatsoever arising from, related to
or in connection in anyway in connection with any and all claims
asserted by the parties in the subject action.
22. The parties hereto, and each of them, expressly waive any and all
rights under Section 1542 of the CIVIL CODE of the State of
California, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
The parties, and each of them, expressly waive and release any right
or benefit which they have or may have under Section 1542 of the CIVIL
CODE of the State of California, to the full extent that they may
waive all such rights and benefits pertaining to the matters released
herein. In connection with such waiver and relinquishment, the parties
acknowledge that they are aware that they may hereafter discover
claims presently unknown or unsuspected, or facts in addition to or
different from those which they now know or believe to be true, with
respect to the matters released herein. Nevertheless, it is the
intention of each party hereto, through this Agreement, and with the
advice of counsel, fully, finally, and forever to settle and release
all such matters, and all claims relative thereto, which do now exist,
may exist, or heretofore have existed between the parties. In
furtherance of such intention, the release herein given shall be and
remain in effect as a full and complete release of such matters
notwithstanding the discovery or existence of any such additional
different claims or facts relative thereto.
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IN WITNESS WHEREOF, Chequemate and Xxxxxxxx Xxxxx have executed and delivered
this Agreement as of the date first above written.
XXXXXXXX XXXXX CHEQUEMATE INTERNATIONAL INC.
By: By:
-------------------------- ----------------------------
Name: Name: Xxxxxxx Xxxxx
Its: Its: President and CEO
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EXHIBIT A
SUBSCRIPTION AGREEMENT
The undersigned (the "SUBSCRIBER") hereby subscribes to and offers to
purchase shares, and a warrant to purchase shares, of Common Stock, of
Chequemate International Inc., a Utah corporation (the "COMPANY").
1. OFFER AND ACCEPTANCE.
Subscriber hereby subscribes to and offers to purchase 284,444 newly issued
shares of Common Stock, $0.001 par value per share of the Company (the "COMMON
STOCK"). Except as set forth below, this Subscription Agreement shall become a
binding obligation on behalf of the Company upon its written acceptance thereof.
The condition precedent to the obligations set forth in this Subscription
Agreement include the execution and delivery of that certain Release Agreement
("Agreement"), into which this Subscription Agreement is incorporated as Exhibit
A.
2. REPRESENTATION AND WARRANTIES OF SUBSCRIBER.
Subscriber hereby represents and warrants as follows:
(a) Subscriber is purchasing the Securities for Subscriber's own account for
investment only, and not with the view to the resale or distribution
thereof.
(b) In making the decision to purchase the Securities, Subscriber has relied
upon independent investigations made by Subscriber or Subscriber's
professional advisors, has had the opportunity to review and have questions
answered by the appropriate officers of the Company with respect to the
Company and the Business Plan of the Company, has had an opportunity to
review such records of the Company as Subscriber may have requested,
desires no further or additional information concerning the Company or its
operation and deems such information received and reviewed adequate to
evaluate the merits and risks of Subscriber's investment in the Company.
(c) Subscriber has sufficient experience in business, financial, and investment
matters to be able to evaluate the risks involved in the purchase of the
Securities, and to make an informed investment decision with respect to
such purchase.
(d) Subscriber understands that it may be required to hold the Securities for
an indefinite period of time, subject to the Company's covenants,
representations and warranties to register the Securities as set forth in
this Subscription Agreement and the Release Agreement which are
incorporated herein, by this reference as though fully set forth, and
Subscriber can afford a complete loss of the value of the Securities and is
able to
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bear the economic risk of holding the Securities for such indefinite
period.
(e) Subscriber understands that the Securities have has not been registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or
under any applicable state securities law and that the Securities can not
be sold, transferred, or otherwise disposed of unless they are subsequently
registered under the Securities Act or state securities law or an exemption
from such registration is then available. Subscriber acknowledges that it
has no right to require the Company to register the Securities that the
Company has made no undertaking either to register the Securities or to
make available any exemption from the registration or to supply any
information to facilitate the sale of the Securities except as set forth in
the Agreement and this Subscription Agreement. Subscriber further
understands and agrees that the Company will not honor any attempt by
Subscriber to sell, pledge, transfer or otherwise dispose of any of the
Securities in the absence of an effective registration statement for the
Securities under the Securities Act or the Company's reasonable
satisfaction that an exemption in available therefrom.
(f) Subscriber understands that a legend will be placed on the certificates
representing the Securities concerning the securities law restrictions on
transfer of the Securities.
(g) Upon issuance, the Securities will be registered only in the name of
Subscriber and/or Subscriber's counsel. Said Securities shall be delivered
to Subscriber's counsel, Cullen & Associates, A.P.C.
(h) Subscriber has not and will not rely upon the Company for advice with
respect to any tax consequences related to the ownership, purchase or
disposition of the Securities, and Subscriber assumes full responsibility
for all such consequences as to the preparation and filing of all tax
returns and elections which may and must be filed in connection with the
Securities.
(i) Subscriber is an "accredited investor" as such term is defined (and set
forth below) in Rule 501 of Regulation D promulgated pursuant to the
Securities Act. Subscriber qualifies as an accredited investor because the
Subscriber is a former employee of the Company.
(j) Subscriber understands that the Company is relying upon the representations
and warranties contained herein to ensure its compliance with the
Securities Act and applicable state securities laws, and the rules and
regulations promulgated thereunder. Accordingly, Subscriber hereby affirms
the truth and accuracy of such representations and warranties and
undertakes to inform the Company if at any time prior to the purchase by
Subscriber of the Securities any of the representation or warranties
contained herein shall cease to be true and correct.
3. STATEMENT OF REGISTRATION RIGHTS.
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3.1 The following rights shall be attached to only 142,222 Shares that are not
subject to the S-3 registration that the Company shall file during the
month of August 2001.
3.2 No Holder hereunder shall be entitled to exercise any registration rights
provided for in this Statement of Registration Rights including, prior to
four (4) months or after five (5) years following the execution of the
Settlement Agreement into which this Subscription Agreement is incorporated
as Exhibit A. Notwithstanding anything herein to the contrary, Chequemate
agrees to include 142,222 shares in the registration statement on Form S-3
that Chequemate is currently preparing and shall be filed with the
Securities and Exchange Commission during the month of August 2001.
3.3 DEFINITIONS. For purposes of this Section 3:
The term "Act" shall mean the Securities Act of 1933, as amended.
(a) The term "Agreement" shall have the meaning set forth in the recital above.
(b) The term "Form S-4 or S-8" means such form under the Act as in effect on
the date hereof or any registration form under the Act subsequently adopted
by the SEC which permits the registration of securities to be issued in a
merger or other Rule 145 transaction under the Act, or securities to be
issued to an employee, consultant or other similar person pursuant to a
plan.
(c) The term "Holder" means Xxxxxxxx Xxxxx.
(d) The term "initial public offering" shall mean the first issuance in an
underwritten public offering pursuant to a registration statement filed by
the Company under the Act.
(e) The term "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.
(f) The term "Registrable Securities" means the shares of voting Common Stock
issued by the Company to the Holder pursuant to paragraph 4 of the Release
Agreement.
(g) The term "SEC" shall mean the Securities and Exchange Commission.
3.4 DEMAND REGISTRATION. If the Company is requested by the Subscriber to
effect a registration under the Act, then the Company shall use its best
efforts to effect the registration of such Registrable Securities; PROVIDED
however, that the Company shall not be obligated to effect any registration
under the Securities Act except in accordance with the following
provisions:
(a) The Company shall not be obligated to file (i) more than one registration
statement
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initiated pursuant to this Section 3.4 which becomes effective or which is
rescinded by the Subscriber without reimbursement, (ii) any registration
statement during any period in which any other registration statement
(other than on Form S-4 or Form S-8 promulgated under the Securities Act or
any successor forms thereto) pursuant to which shares offered by the
Company are to be or were sold has been filed and not withdrawn or has been
declared effective within the prior 90 days;
(b) The Company shall not be obligated to effect any registration under this
Section 3.4 if the Subscriber has been given the opportunity to register
all of its Registrable Securities pursuant to Section 3 hereof;
(c) The Company may delay the filing or effectiveness of any registration
statement for a period not to exceed 90 days after the date of a request
for registration pursuant to this Section 3.4 if (i) at the time of such
request the Company is engaged, or has fixed plans to engage within 60 days
of the time of such request, in a firm commitment underwritten public
offering of its own shares in which the Subscriber may, to the extent such
registration statement is in the registration process, include Registrable
Shares pursuant to Section 3.5 or (ii) the Company shall furnish to the
Subscriber certificate signed by the President or its General Counsel
stating that, in the good faith judgment of the Board of Directors of the
Company, that (A) it would be seriously detrimental to the Company and its
shareholders for such registration statement to be filed or (B) there
exists a material development or a potential material development with
respect to or involving the Company that the Company would be obligated to
disclose in the prospectus or offering circular used in connection with the
registration statement, which disclosure would in the judgment of the
Company be premature or otherwise inadvisable at such time, and that it is
therefore essential to defer the filing of such registration statement.
(d) A requested registration under this Section 3.4 may be rescinded by written
notice to the Company by the Subscriber; PROVIDED, HOWEVER, that such
rescinded registration shall not count as a registration statement
initiated pursuant to this Section 3.4 above if the Subscriber shall have
reimbursed the Company for all out-of-pocket expenses incurred by the
Company in connection with such rescinded registration. The Company may
select any firm of underwriters in connection with a registration under
this Section 3.4.
3.5 COMPANY REGISTRATION. If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by
the Company for stockholders other than the Subscriber) any shares of its
Common Stock or other securities under the Act in connection with the
public offering of such securities solely for cash (other than a
registration relating solely to the sale of securities under Form S-4 or
S-8, or a registration on any form which does not include substantially the
same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities to the public or
a registration in which the only common stock being registered is common
Stock issuable upon conversion of debt securities
11
which are also being registered), the Company shall, at such time, promptly
give the Subscriber written notice of such registration. Upon the written
request of the Subscriber given within twenty (20) days after mailing of
such notice by the Company, the Company shall, cause to be registered,
together with the shares of its common stock to be registered in connection
with the public offering of such securities under the Act, all of the
Registrable Securities that the Subscriber beneficially owns at the time of
the request.
3.6 OBLIGATIONS OF THE COMPANY. Whenever required hereunder to effect the
registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use all commercially reasonable
efforts to cause such registration statement to become effective, and
to keep such registration statement effective until the distribution
contemplated by the Company of its securities registered under the
registration statement has been completed; provided, however, in the
case of any registration by the Company (and incidentally by the
Subscriber) on Form S-3 which are intended to be offered on a
continuous or delayed basis, the Company may keep such registration
effective for so long as is necessary to sell all of the securities
registered thereunder.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Subscriber such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of
Registrable Securities owned by it.
(d) Use all commercially reasonable efforts to register and qualify the
securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be
determined to be appropriate by the managing underwriter in such
public offering.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. The
Subscriber shall also enter into and perform its obligations under
such an agreement, and shall have the right to negotiate the terms
thereof in addition to any negotiation by the Company on behalf of
itself.
(f) Notify the Subscriber at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any
event as a result of which the
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prospectus included in such registration statement, as then in effect,
includes an 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 not misleading in the light of the circumstances
then existing.
(g) Cause all such Registrable Securities registered pursuant hereunder to
be listed or to continue to be listed on the American Stock Exchange.
(h) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date
of such registration.
(i) Use all commercially reasonable efforts to furnish to the Subscriber
requesting registration of Registrable Securities pursuant to this
Section 3.6, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a
registration pursuant to this Section 3.6, if such securities are
being sold through underwriters, or, if such securities are not being
sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion,
dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to
the underwriters, and (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any.
3.7 FURNISH INFORMATION. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Section 3.7 with respect
to the Registrable Securities of the Subscriber that such Subscriber shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such
Subscriber's Registrable Securities.
3.8 EXPENSES OF COMPANY REGISTRATION. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 3.4 or 3.5 for the Subscriber including (without
limitation) all registration, filing, and qualification fees, printers and
accounting fees relating or apportionable thereto and the fees and
disbursements of counsel for the Company in its capacity as counsel to the
Subscriber hereunder.
3.9 DELAY OF REGISTRATION. The Subscriber shall not have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the
interpretation or implementation of this
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Section, except in the case of bad faith or unreasonable determinations by
the Company or the chosen underwriters.
3.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Section 3 may be assigned
to an Affiliate, provided that: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and
address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and (b) such transferee
or assignee agrees in writing to be bound by and subject to the terms and
conditions hereof, including without limitation the provisions of Section
below.
3.11 DURATION OF REGISTRATION RIGHTS.
(a) The Subscriber shall not be entitled to exercise any registration
rights provided for in this Statement of Registration Rights Agreement
including, but not limited to those rights detailed in Sections 3.4
and 3.5 of this Statement of Registration Rights, prior to six (6)
months or after five (5) years following the execution of the
Settlement Agreement.
(b) In addition, the right of the Subscriber to demand registration
pursuant to Section 3.4 or inclusion in any registration pursuant to
Section 3.5 shall terminate on the closing of the first
Company-initiated registered public offering of common stock of the
Company if all Registrable Securities held by such Holder may
immediately be sold under Rule 144 during any 90-day period, or on
such date after the closing of the first Company-initiated registered
public offering of common stock of the Company as all shares of
Registrable Securities held by such Holder may immediately be sold
under Rule 144 during any 90-day period.
4. GOVERNING LAW
This Subscription Agreement shall be governed by and constituted in
accordance with the laws of the State of California.
This the ______ day of ______________, 2001.
SUBSCRIBER INFORMATION AND SIGNATURE:
--------------------------
Tax Information Number
By:
----------------------------- -----------------------------
Address Its:
-----------------------------
-----------------------------
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ACCEPTANCE
The foregoing Subscription is hereby accepted by the Company effective as of
___________________, 2001.
Chequemate International Inc.
By:
-----------------------------
Xxxxxxx Xxxxx
President and Chief Executive Officer
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