10.2 Exchange Agreement between The Hartcourt Companies, Inc. and Enova
Holdings, Inc.
Exchange Agreement
The undersigned, being the owner of Four Million Seven Hundred Thousand
Nine Seven Hundred Eighty Eight (4,709,788) shares of common stock (the
"Shares") of Enova Holdings, Inc., a Nevada corporation (the "Company") hereby
agrees with The Hartcourt Companies, Inc. ("Hartcourt") to the sale of the
Shares to Hartcourt as a block.
When executed by Hartcourt below, this Exchange Agreement ("Agreement")
will set out the undersigned and Hartcourt's understanding and agreement
regarding this proposed transaction.
1. Upon Hartcourt's acceptance of this Agreement the undersigned will deliver
to Hartcourt the Shares.
2. Upon the undersigned's delivery of the Shares, in exchange Hartcourt will
deliver to the undersigned Hartcourt's 100% ownership interest in two
subsidiaries, Pego Systems, Inc. and Electronic Component Systems, Inc.
3. In connection with this transaction, and as an inducement for Hartcourt to
enter into this Agreement, the undersigned hereby represents, and by the
undersigned's and Hartcourt's signing, hereby re-confirms, that:
3.1 The subject Shares are unrestricted and free and clear of liens,
claims and encumbrances.
3.2 The Company does not have any claims against the Shares, and can
acknowledge to Hartcourt that there is no reason or cause to block the
sale.
3.3 The undersigned has no knowledge of any restrictions by contract,
operation of law or otherwise prohibiting this sale or the transfer of
these shares into the name of Hartcourt, subject only to the
Securities Laws governing the sale of securities. The undersigned does
not believe that the sale of the Shares to Hartcourt is required to be
registered under the Act because a) the initial issuance of the Shares
by the Company was registered under the Act; b) the transaction
whereby the undersigned received the Shares was in compliance with all
applicable laws and securities rules and regulations; and c) the
undersigned does not control, is not controlled by and is not under
common control with the Company directly or indirectly.
3.4 The undersigned has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which Hartcourt could
be obligated or liable.
4. In connection with this transaction, and as an inducement, for the
undersigned to enter into this Agreement, Hartcourt represents and
warrants, and by our signing hereby re-confirms that:
4.1 Hartcourt is duly organized, validly existing and in good standing
under the laws of its jurisdiction.
4.2 Hartcourt is an accredited investor as the meaning is set forth under
Regulation D of the Securities Act of 1933, as amended (the "Act").
4.3 Hartcourt was not solicited by the undersigned or any of the
undersigned's representatives for the purchase of these shares.
4.4 Hartcourt is acquiring the Shares for its own account and not with a
view to distribution within the meaning of the Act.
4.5 Hartcourt has received all of the information from its independent
professional, legal and/or tax advisors as it considers necessary or
appropriate for determining whether to purchase the Shares. Hartcourt
is familiar with the business, affairs, risk and properties of the
Company. Hartcourt has had an opportunity to ask questions of and
receive answers from, the Company, and its officers, directors and
other representatives regarding the Company.
4.6 Hartcourt has such knowledge and expertise in financial and business
matters that it is capable of evaluating the merits and substantial
risks of an investment in the Shares and is able to bear the economic
risks relevant to the purchase of the Shares hereunder.
4.7 Hartcourt understands that there may be no market for the Shares.
4.8 Hartcourt's financial condition is such that Hartcourt is under no
present or contemplated future need to dispose of any portion of the
Shares to satisfy any existing or contemplated undertaking, need or
indebtedness.
4.9 Notwithstanding applicable Federal and State corporate and securities
law disclosure requirements, Hartcourt agrees not to disclose any
terms of this Agreement to any other parties except to parties
specifically involved in the transaction contemplated herein.
4.10 Hartcourt has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which the undersigned
could become liable or obligated.
4.11 Hartcourt acknowledges that the undersigned makes no representation or
warranties as to the past, present or future operations of the
Company, or the price or activity of the Company's stock.
5. The undersigned and Hartcourt agree to indemnify and hold each other
harmless for two (2) years following the above date against and in respect
of any liability, damage or deficiency, all actions, suits, proceeding,
demands, assessment, judgments, costs and expenses resulting from any
misrepresentation made in this Agreement.
6 Neither of us has any obligation to the other for not completing this
transaction. If the transaction is not completed within the time frame
agreed upon, then the Shares shall be returned to the undersigned in their
original condition.
7. We agree to execute such additional documents and take action as we may
reasonably request to effect this transaction or otherwise carry out the
intent and purpose of this Agreement, or subsequently transfer the subject
Shares.
8. This Agreement shall be governed by the laws of Nevada, notwithstanding any
conflict-of-law provisions to the contrary.
9. This Agreement sets forth the entire understanding between us and no other
prior written or oral statement or agreement shall be recognized or
enforced.
10. If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal or unenforceable, the other
clauses and provisions of the Agreement shall remain in full force and
effect and the clauses and provisions which are determined to be void,
illegal or unenforceable shall be limited so that they may remain in effect
to the extent permissible by law.
11. Every right and remedy provided herein shall be cumulative with every other
right and remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by us in the performance
of any obligation by the other shall be construed as a waiver of the same
or other default then, theretofore, or thereafter occurring or existing. At
any time prior to the issuance or exchange of the subject Shares as
contemplated herein, this Agreement may be amended in writing signed by all
parties hereto.
12. This letter may be executed by one or more parties in counterparts, and
such copy may be delivered by facsimile, and such execution and delivery
shall be considered valid, binding and effective for all purposes. At the
request of either of us, we agree to execute an original of this instrument
as well as any facsimile, telecopy or other reproduction hereof.
Exchange Agreement (continued)
Dated: March 1, 1999.
Owner of the Enova Shares:
The Hartcourt Companies, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
By:
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Title: Chairman of the Board
Agreed to and accepted this First day of
March, 1999.
Owner of Pego Systems, Inc and
Electronic Component Systems, Inc.:
The Hartcourt Companies, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
By:
-----------------------------
Title: Chairman of the Board
