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