Exhibit 10.7
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STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
Enter Tech Corp. Total Shares Subscribed For 6,000,000
000 Xxxx 0xx Xxxxxx Total Subscription Price $10,000,000.00
Xxxxxxxx, Xxxxxxxx 00000
Dear Gentlemen:
The undersigned hereby subscribes to purchase 6,000,000 shares of common
stock (the "Securities") of Enter Tech Corp. (the "Company") for an aggregate
price of $10,000,000.00. This subscription may be rejected by the Company in its
sole discretion.
1. PURCHASE. Subject to the terms and conditions hereof, he undersigned
hereby irrevocably agrees to purchase the Securities and tenders herewith the
cash purchase price set forth above.
2. REPRESENTATIONS AND WARRANTIES. The undersigned hereby makes the
following representations and warranties to the Company:
(a) The undersigned is the sole and true party in interest and is not
purchasing for the benefit of any other person;
(b) The undersigned has consulted with the advisor(s) named on the
signature page, if any (such advisor(s) are hereinafter collectively referred to
as the "Investor Representative");
(c) The undersigned and/or the Investor Representative have read and
analyzed, are familiar with and have retained copies of this Subscription
Agreement and other related documents, including all of the documents
incorporated by reference and the Company's (i) annual report on Form 10-KSB for
the year ended December 31, 1998, (ii) quarterly reports on Form 10-QSB for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 and (iii)
current reports on Form 8-K reporting events on each of July 30, 1999 and
January 7, 2000, copies of which were delivered to the undersigned. The
undersigned understands that all books, records and documents of the Company
relating to this investment have been and remain available for inspection by the
undersigned and/or the Investor Representative upon reasonable notice. The
undersigned confirms that all documents requested by the undersigned and/or the
Investor Representative have been made available, and that the undersigned has
been supplied with all of the additional information concerning this investment
that has been requested. In making a decision to purchase the Securities, the
undersigned has relied exclusively upon information provided by the Company in
writing or found in the books, records or documents of the Company;
(d) The undersigned and/or Investor Representative have such knowledge
and experience in financial and business matters that they are capable of an
evaluation of the merits and risks of this investment;
(e) The undersigned and the Investor Representative are aware that an
investment in the Company is highly speculative and subject to substantial
risks. The undersigned is capable of bearing the high degree of economic risk
and burdens of this venture, including, but not limited to, the possibility of a
complete loss, the lack of a significant public market and limited
transferability of the Securities, which make the liquidation of this investment
impossible for the indefinite future;
(f) The offer to sell the Securities was directly communicated to the
undersigned and the Investor Representative by such a manner that the
undersigned was able to ask questions of and receive answers from the Company or
a person acting on their behalf concerning the terms and conditions of this
transaction. At no time was the undersigned or the Investor Representative
presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general advertising
otherwise than in connection and concurrently with such communicated offer;
(g) The undersigned, if a corporation, partnership, trust or other
entity, is authorized and duly empowered to purchase and hold the Securities,
has its principal place of business at the address set forth on the signature
page and has not been formed for the specific purpose of acquiring the
Securities;
(h) The Securities are being acquired solely for the undersigned's own
account, for investment, and are not being purchased with a view to resale,
distribution, subdivision or fractionalization thereof;
(i) The undersigned understands that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws, in reliance upon exemptions from registration for
non-public offerings. The undersigned understands that the Securities or any
interest therein may not be, and agrees that the Securities or any interest
therein, will not be resold or otherwise disposed of by the undersigned unless
the Securities are subsequently registered under the Act and under appropriate
state securities laws or unless the Company receives an opinion of counsel
satisfactory to it that an exemption from registration is available;
(j) The undersigned and the Investor Representative have been informed
of and understand the following:
(1) The Company has only a limited financial or operating
history;
(2) There are substantial restrictions on the transferability of
the Securities;
(3) No federal or state agency has made any finding or
determination as to the fairness for public investment, nor any
recommendation nor endorsement, of the Securities.
(k) None of the following information has ever been represented,
guaranteed or warranted to either the undersigned or the Investor
Representative, expressly or by implication by any broker, the Company or agent
or employee of the foregoing, or by any other person;
(1) The approximate or exact length of time that the undersigned
will be required to remain as a shareholder in the Company;
(2) The percentage of profit and/or amount of type of
consideration, profit or loss to be realized, if any, as a result of
an investment in the Company;
(3) That the past performance or experience of the management or
associates, agents, affiliates or employees or any other person will
in any way indicate or predict economic results in connection with the
operation of the Company of the return on the investment.
(l) The information set forth in that certain Accredited Investor
Declaration attached hereto as Exhibit A executed by the undersigned is true,
correct and complete;
(m) The undersigned has not distributed any information relating to
this investment to anyone other than the Investor Representative, if any, and no
other person except the Investor Representative has used this information;
(n) The undersigned hereby agrees to indemnify the management of the
Company and holds the Company harmless from and against any and all liability,
damage, cost or expense incurred on account of or arising out of:
(1) Any inaccuracy in the declarations, representations and
warranties hereinabove set forth;
(2) The disposition of any Securities of the undersigned,
contrary to the foregoing declarations, representations and
warranties;
(3) Any action, suit or proceeding based upon:
(i) the claim that said declarations, representations or
warranties were inaccurate or misleading or otherwise cause for
obtaining damages or redress from the Company or its management;
or
(ii) the disposition of any of the Securities or any part
thereof.
3. TRANSFERABILITY. The undersigned agrees not to transfer or assign
the obligations or duties contained in this Subscription Agreement or any of the
undersigned's interest herein.
4. REGISTRATION RIGHTS. Upon the acceptance of this Subscription
Agreement by the Company, the undersigned shall enter into with the Company the
registration rights agreement attached hereto as Exhibit B.
5. REGULATION D. Notwithstanding anything herein to the contrary, every
person or entity who, in addition to or in lieu of the undersigned, is deemed to
be a "purchaser" pursuant to Regulation D promulgated under the Securities Act
of 1933 or any state law, does hereby make and join in making all of the
covenants, representations and warranties made by the undersigned.
6. INVESTOR REPRESENTATIVE(S) RELATIONSHIP WITH THE COMPANY OR ITS
MANAGEMENT. The undersigned acknowledges that the undersigned has been advised
that the following relationship exists by and between the Investor
Representative named below (including the Investor Representative's affiliates)
and the management, the Company or an affiliate of either of them: .
7. RIGHT OF FIRST REFUSAL. If the Company shall at any time from the
date of this agreement until January 1, 2002 propose to sell any of its capital
stock, the Company shall first make a written offer to sell such capital stock
to the undersigned. Such offer shall state all of the terms and conditions,
including the price, of the proposed sale.
(ii) The Holder shall have the right for a period of thirty
days after receipt of such offer to elect to purchase such
portion of the Company's capital stock upon terms and conditions
which are the same as those of the proposed sale. Upon the
exercise of the undersigned's right to purchase, all shares of
capital stock purchased shall be promptly assigned to the
undersigned, and the undersigned shall make payment for the
Company's capital stock purchased in the same manner as that of
the proposed sale.
(iii) If the undersigned does not elect to purchase all of
the capital stock the Company proposed to be sold, all of such
capital stock may be sold to a third party or parties during a
period of 365 days after the undersigned's right to purchase has
expired; provided, however, that if such sale to a third party or
parties is to be made at a price which is less than ninety
percent of the price previously specified in the offer made to
the undersigned under paragraph (i) of this Section 7, the
Company shall make another written offer to sell such capital
stock to the undersigned at such lesser price in accordance with
this Section 7. After such 365 day period has expired, the
provisions of this Section 7 shall apply to any proposed sale by
the Company of its capital stock.
(iv) If the proposed purchase price for the capital stock to
be sold by the Company is not payable in cash (whether initially
or over time), the purchase price payable by the undersigned
shall be a cash amount determined in the good faith discretion of
the Board of Directors of the Company with respect to such
capital stock to be equivalent to the present value of such
non-cash proposed purchase price.
8. ACCEPTANCE. Execution and delivery of this Subscription Agreement
and tender of the payment in accordance with Paragraph 1 above shall constitute
an irrevocable offer to purchase the Securities indicated, which offer may be
accepted or rejected by the Company in their sole discretion for any cause or
for no cause. Acceptance of this offer by the Company shall be indicated by the
execution hereof by management.
9. BINDING AGREEMENT. The undersigned agrees that the undersigned may
not cancel, terminate or revoke this Subscription Agreement or any agreement of
the undersigned made hereunder, and that this Subscription Agreement shall
survive the death or disability of the undersigned and shall be binding upon the
heirs, successors, assigns, executors, administrators, guardians, conservators
or personal representatives of the undersigned.
10. INCORPORATION BY REFERENCE. The identities of any Investor
Representative of the undersigned and the statement of the number of Securities
subscribed and related information set forth on the signature page are
incorporated as integral terms of this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date set forth on the signature page.
The undersigned desires to take title in the Securities as follows
(check one)
_____ (a) Individual (one signature required on Page 6);
_____ (b) Husband and Wife as community property (one signature
required on Page 6 if interest held in one name, i.e.,
managing spouse; two signatures required on Page 6 if
interest held in both names);
_____ (c) Joint Tenants with right of survivorship (both parties must
sign on Page 6)
_____ (d) Tenants in common (both parties must sign on Page 6);
_____ (e) Trust (Trustee(s) must sign on Page 8);
_____ (f) Partnership (general partner(s) must sign on Page 10)
_____ (g) Corporation (authorized office must sign on Page 12)
The exact spelling of names(s) under which title to the Securities
shall be taken is (please print)________________________________________________
SEE RIDER ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR TRUST INVESTORS
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Total Shares subscribed for: #6,000,000
Total Warrants subscribed for: #
Total Subscription Price: $10,000,000.00
Name(s) of Investor Representatives
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Name Address
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Name Address
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Name Address
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Name of Trust (Please print or type)
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Name of Trustee (Please print or type)
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Date Trust was formed
By /S/ XXXX X. XXXXX, Account Manager
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Trustee's Signature
Taxpayer Identification Number:
Trustee's Address: ---------------------------------------------------------
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Attention: ----------------------------------------
Executed at Loveland, Colorado, this 15th day of March, 2000.
ACKNOWLEDGMENT FORM IF SUBSCRIBER IS A TRUST
State of )
) ss.
County of )
On the 22nd day of March, 2000, personally appeared before me Xxxx X.
Xxxxx, the signer(s) of the above instrument, who duly acknowledge to me that
he/they executed the same as Trustee(s).
Witness my hand and seal.
My commission expires: 12-2-2000
SEAL
NOTARY PUBLIC IN AND FOR SAID STATE
/S/ XXXXXX COCBEY
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Name
SUBSCRIPTION ACCEPTED:
Enter Tech Corp.
By: Xxx X. Xxxxxxx
President
Date:
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EXHIBIT A
ACCREDITED INVESTOR DECLARATION
The undersigned represents that the undersigned qualifies as an
"Accredited Investor," as defined in Rule 501 of Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, because he
is:
_____ (1) A private business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
_____ (2) An organization described in Section 501(c)(3) of the
Internal Revenue Code, Corporation, Massachusetts or similar
business trust, or Partnership not formed for the purpose of
investing in the Securities, with total assets in excess of
$5,000,000;
_____ (3) A director, executive officer, or general partner of the
issuer of the Securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer;
_____ (4) A natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his
purchase, exceeds $1,000,000;
_____ (5) A natural person who had an individual income in excess of
$200,000 in each of the two most recent years, or joint
income with that person's spouse of $300,000 in each of
those years and has a reasonable expectation of reaching
those levels in the current year;
_____ (6) Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Securities
offered, whose purchase is directed by a sophisticated
person as described in Section 506(b)(2)(ii); or
_____ (7) Any entity in which all of the equity owners are accredited
investors.
Date: March 15, 2000 Tax I.D. No.: N/A
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Signed: /S/ XXXX X. XXXXX, Account Manager, TRFT
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Please print name: Xxxx X. Xxxxx, Account Manager, TRFT
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EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into
this ____ day of February, 2000 between Enter Tech Corp. (the "Corporation") and
the undersigned Holder (as defined in Section 1).
Section 1. DEMAND REGISTRATION. The Corporation shall upon the written
demand by the undersigned holder (the "Holder") of 6,000,000 shares the
Corporation's common stock (the "Registrable Securities"), at any time after
January 1, 2001, prepare and file with the Securities and Exchange Commission
("SEC") a registration statement under the Securities Act of 1933, as amended
(the "Act"), covering the resale of the Registrable Securities. The Corporation
shall use all commercially reasonable efforts to cause the registration
statement covering the resale of all Registrable Securities that the Holder
requests to be so registered to become effective as soon as practicable
thereafter. The Corporation shall not be required to effect a registration
statement pursuant to this Section after the Corporation has effected one
registration pursuant to this Section, and such registration has been declared
or ordered by the SEC effective.
Section 2. PIGGYBACK REGISTRATIONS. If at any time during the twelve
months following the date of this agreement, the Corporation determines to
proceed with the preparation and filing of a registration statement under the
Act in connection with the proposed offer and sale of any of its securities by
any of its security holders (other than a registration statement on Form X-0,
X-0 or any other limited purpose form), then the Corporation will give 15 days'
written notice of such determination to the Holder of Registrable Securities and
will afford each such Holder an opportunity to include in such registration
statement all or part of the Registrable Securities held by such Holder. If the
Holder desires to include in any such registration statement all or any part of
the Holder's Registrable Securities, the Holder shall, within 15 days after the
above-described notice from the Corporation, so notify the Corporation in
writing. Such notice shall state the intended method of disposition of the
Registrable Securities by such Holder. If theHolder decides not to include all
of its Registrable Securities in any registration statement thereafter filed by
the Corporation, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Corporation with respect to the
proposed offer and sale of any of its securities by any of its security holders,
all upon the terms and conditions set forth herein. If the registration
statement under which the Corporation gives notice under this Section is for an
underwritten offering, the Corporation shall so advise the Holder of Registrable
Securities. In such event, the right of the Holder to be included in a
registration pursuant to this Section shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. If the
Holder proposes to distribute its Registrable Securities through such
underwriting, the Holder shall enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by the
Corporation. Notwithstanding any other provision hereof, if the underwriter
determines in good faith that marketing factors require a limitation of the
number of shares to be underwritten, the number of shares that may be included
in the underwriting shall be allocated, first, to the Corporation, second, to
the Holder, and third, to any other shareholder of the Corporation (other than a
Holder of Registrable Securities) on a pro rata basis. The Corporation shall
have the right to terminate or withdraw any registration initiated by it under
this Section prior to the effectiveness of such registration, whether or not the
Holder has elected to include Registrable Securities in such registration. The
registration expenses of such withdrawn registration shall be borne by the
Corporation in accordance with this Agreement.
Section 4. OBLIGATIONS OF THE CORPORATION IN CONNECTION WITH
REGISTRATIONS. Whenever required to effect the registration of any Registrable
Securities, the Corporation 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 reasonable efforts
to cause such registration statement to become effective, and, upon
the request of the Holder of Registrable Securities registered
thereunder, keep such registration statement effective for up to 180
days or, if earlier, until the Holder has completed the distribution
related thereto;
(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained
therein as may be necessary to keep such registration statement
effective;
(c) furnish to the Holder and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and
such other documents as such underwriters may reasonably request in
order to facilitate the public offering of such securities;
(d) use all commercially reasonable efforts to register or
qualify the securities covered by such registration statement under
such state securities or blue sky laws of such jurisdictions as the
Holder may reasonably request in writing within twenty days following
the original filing of such registration statement, except that the
Corporation shall not for any purpose be required to execute a general
consent to service of process or to qualify to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified
or subject itself to taxation in any such jurisdiction;
(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(s) of such offering
(the Holder shall also enter into and perform its obligations under
such agreement);
(f) notify the Holder, promptly after it shall receive notice
thereof, of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of such
registration statement has been filed;
(g) notify the Holder, promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus
or for additional information;
(h) prepare and file with the SEC, promptly upon the request of
the Holder, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such
Holder (and concurred in by counsel for the Corporation), is required
under the Act or the rules and regulations thereunder in connection
with the distribution of securities by such Holder;
(i) furnish, at the request of a the Holder, on the date that
such Registrable Securities are delivered to the underwriters for
sale, 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 as of such date, of the
counsel representing the Corporation for the purposes of such
registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably
satisfactory to a the Holder, addressed to the underwriters, if any,
and to the Holder and (ii) a letter dated as of such date, from the
independent certified public accountants of the Corporation, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and
reasonably satisfactory to the Holder requesting registration,
addressed to underwriters, if any, and if permitted by applicable
professional standards, to the Holder requesting registration of
Registrable Securities;
(j) prepare and promptly file with the SEC and promptly notify
such Holder of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to correct
any statements or omissions if, at the time when a prospectus relating
to such securities is required to be delivered under the Act, any
event shall have occurred as the result of which any such prospectus
as then in effect would include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein, in light of the circumstances in which they were made, not
misleading; and
(k) advise the Holder, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and
promptly use all commercially reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop
order should be issued.
The Corporation may in turn require the Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Corporation such information regarding the distribution of such shares as the
Corporation may from time to time reasonably request in writing.
Section 5. EXPENSES OF REGISTRATION. All fees, costs and expenses of
and incidental to any registration hereunder, and the inclusion therein of
Registrable Securities, and the public offering in connection therewith, shall
be borne by the Corporation, provided, however, that the Holder shall bear its
share of the underwriting discount and commissions and transfer taxes and the
Corporation shall not be required to pay for expenses of any demand registration
subsequently withdrawn by the Holder unless the withdrawal is based upon
material adverse information concerning the Corporation of which such Holder was
not aware, or should not have reasonably been aware, at the time of such
request. The fees, costs and expenses of registration to be borne by the
Corporation as provided above shall include, without limitation, all
registration, filing, and NASD fees, printing expenses, fees and disbursements
of counsel and accountants for the Corporation, and all legal fees and
disbursements and other expenses of complying with state securities or blue sky
laws of any jurisdictions in which the securities to be offered are to be
registered and qualified (except as provided herein). Fees and disbursements of
counsel and accountants for the Holder and any other expenses incurred by the
Holder not expressly included above shall be borne by the Holder.
Section 6. INDEMNIFICATION. In the event that any Registrable
Securities are included in a registration statement pursuant to this Agreement:
(a) The Corporation shall indemnify and hold harmless the Holder
of Registrable Securities which are included in a registration
statement pursuant to the provisions of this Agreement, its directors
and officers if the Holder is a Corporation, and any underwriter (as
defined in the Act) for such Holder and each person, if any, who
controls such Holder or such underwriter within the meaning of the
Act, from and against, and will reimburse such Holder and each such
underwriter and controlling person with respect to, any and all loss,
damage, liability, cost and expense to which such Holder or any such
underwriter or controlling person may become subject under the Act or
otherwise, insofar as such losses, damages, liabilities, costs or
expenses are caused by any untrue statement or alleged untrue
statement of any material fact contained in such registration
statement, any prospectus contained therein or any amendment or
supplement thereto, 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, in light
of the circumstances in which they were made, not misleading;
provided, however, that the Corporation will not be liable in any such
case to the extent that any such loss, damage, liability, cost or
expenses arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity
with information furnished by such Holder, such underwriter or such
controlling person in writing specifically for use in the preparation
thereof.
(b) The Holder pursuant to the provisions of this Agreement
hereof shall indemnify and hold harmless the Corporation, its
directors and officers, any controlling person and any underwriter
from and against, and will reimburse the Corporation, its directors
and officers, any controlling person and any underwriter with respect
to, any and all loss, damage, liability, cost or expense to which the
Corporation or any controlling person and/or any underwriter may
become subject under the Act or otherwise, insofar as such losses,
damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, 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, in light of the circumstances in which they were made, not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in strict conformity
with written information furnished by or on behalf of such Holder
specifically for use in the preparation thereof.
(c) Promptly after receipt by an indemnified party pursuant to
the provisions of this Section of notice of the commencement of any
action involving the subject matter of the foregoing indemnity
provisions, such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of this
Section, promptly notify the indemnifying party of the commencement
thereof, but the omission to so notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified
party otherwise than hereunder. In case such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party,
provided, however, if counsel for the indemnifying party concludes
that a single counsel cannot under applicable legal and ethical
considerations represent both the indemnifying party and the
indemnified party, the indemnified party or parties have the right to
select separate counsel to participate in the defense of such action
on behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election to so
assume the defense thereof, the indemnifying party will not be liable
to such indemnified party pursuant to the provisions of this Section
for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless (i) the indemnified party
shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after the notice of the
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.
Section 7. TERMINATION OF REGISTRATION RIGHTS. All registration rights
granted under this Agreement shall terminate as to the Holder and be of no
further force and effect if the Holder is eligible to sell such securities
without restriction under Rule 144(k) of the Act.
Section 8. ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject hereof and no party shall be liable or bound to any other in any manner
by any covenants or agreements except as specifically set forth herein. All
prior agreements and understandings are superseded by this Agreement.
Section 9. GOVERNING LAW; VENUE. This Agreement shall be governed by
the laws of the State of Colorado. Any action brought to enforce this Agreement
or any term thereof shall be brought in a court of competent jurisdiction in
Colorado and each party hereto affirmatively agrees to submit to the
jurisdiction in that state.
Section 10. SEVERABILITY. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
IN WITNESS WHEREOF, this Agreement is hereby duly executed by each
party hereto as of the date first written above.
ENTER TECH CORP.
By: /S/ XXX X. XXXXXXX
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Name and Title: Xxx X. Xxxxxxx, President
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HOLDER
/S/ XXXX X. XXXXX, Account Manager, TRFT
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Printed Name: Xxxx X. Xxxxx, Account Manager TRFT
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RIDER TO STOCK PURCHASE AND
SUBSCRIPTION AGREEMENT
Notwithstanding anything contained in the Stock Purchase and
Subscription Agreement to which this Rider is attached, the obligation of the
undersigned to purchase the Securities described in the Stock Purchase and
Subscription Agreement is expressly conditioned upon the occurrence of the
following two events on or before May 1, 2000:
1. The Company has duly filed its annual report on Form 10-K or 10-KSB
for the year ending December 31, 1999.
2. The Company has completed an acquisition of WavePower, Inc., a
Florida corporation on or before May 1, 2000.
Executed, March 15, 2000.
/S/ XXXX X. XXXXX, Account Manager, TRFT
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Xxxx X. Xxxxx, Account Manager, TRFT
By: /S/ XXX X. XXXXXXX
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