INVESTMENT AGREEMENT
--------------------
This INVESTMENT AGREEMENT (this "Agreement") is by and between E-Net
Xxxxxxxxx.xxx, Inc. (the "Company") and Laguna Pacific Partners, LP ("Laguna")
and is executed on , 2001 (the "Closing Date").
Upon execution of this Agreement, Laguna shall provide to the Company
$200,000 (the "Principal"), via wire transfer (the "Investment"). The terms of
the Investment shall be as follows:
1. The Principal shall be repaid in accordance with that certain
Promissory Note, a form of which is attached hereto as Exhibit "A". In the
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event a payment date falls on a weekend or holiday, then the applicable payment
date shall be the next business day after the payment date. All payments shall
be made in the name of Laguna Pacific Partners, LP, and shall be addressed as
follows: Laguna Pacific Partners, LP; 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000;
Xxxxxx, Xxxxxxxxxx 00000-0000, Attn: Xxxxxxxx X. Xxxxxxx.
2. The obligations of the Company shall be secured as follows: (1) a
UCC-1 first priority Financing Statement encumbering all of the assets of the
Company, including, but not limited to, its accounts receivable, intellectual
property, furniture, fixtures and equipment, but NOT the assets of the
subsidiaries; and (b) all shares of the Company shall be pledged by Xxxxxxx
Xxxxxxxx, with a blank stock power providing Laguna with the right to transfer
such shares to Laguna Pacific Partners, LP brokerage account (account
information to be delivered at that time) in the event of default hereunder and
sell the shares in order to collect any unrecovered funds from cash receivables
of Company. Laguna shall have the right to inspect any and all books and
records of the Company upon one day's written notice. In the event the Company
fails to comply with the previous sentence, it shall be deemed to be in breach
of this Agreement at which time, all outstanding principal, late fee(s) and/or
default payment(s) will become immediately due and payable in full. In the
event of a default, in addition to all other remedies provided by law, Laguna
shall be entitled to attach all receivables of the Company and its subsidiaries
and collect all such funds.
3. Laguna shall receive the following return for its investment
hereunder: it shall receive a Warrant to receive $225,000 in stock (calculated
in accordance with the terms of the Warrant, a form of which attached hereto as
Exhibit "B"); the aggregate exercise price of this Warrant shall be $1.00 in
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total. At all times during which any of the principal remains outstanding, the
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amount of such Warrant shall be $225,000 plus any amounts subject to the
adjustment set forth in the Warrant. The shares underlying the Warrant shall be
entitled to the registration rights set forth in the Warrant.
4. The parties hereto understand that this Agreement has been prepared
by Xxxxxxxx X. Xxxxxxx. In preparing this Agreement, Xx. Xxxxxxx is
representing only Laguna Pacific Partners, LP. The Company has retained
independent counsel to review and advise the Company regarding the legal and
financial implications of this Agreement and associated Exhibits.
5. In the event of a dispute related to or arising from the terms of this
Agreement, such dispute shall be resolved in Orange County, California and the
prevailing party shall be entitled to all attorneys' fees and costs. This
Agreement shall be interpreted in accordance with Delaware law. This Agreement
reflects the entire understanding of the parties hereto regarding the matters
set forth herein. This Agreement may only be amended with the express written
mutual consent of Laguna and the Company.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
E NET XXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President & CEO
LAGUNA PACIFIC PARTNERS, LP
By: /s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Its: President of General Partner,
Strawberry Canyon Capital, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Its: President of General Partner,
Manhattan Network, Inc.
FOR THE LIMITED PURPOSE OF THE STOCK PLEDGE SET FORTH HEREIN:
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
EXHIBIT "A"
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FORM OF
SECURED PROMISSORY NOTE
EXHIBIT "A"
-----------
SECURED PROMISSORY NOTE
$200,000 Dated: ____________, 2001
1. Principal. For value received, E-Net Xxxxxxxxx.xxx, Inc., a
---------
corporation and all of its subsidiary and affiliated corporations, jointly and
severally ("Maker"), promises to pay to the order of Laguna Pacific Partners,
-----
LP, a Delaware limited partnership ("Holder"), at 00000 Xxx Xxxxxx Xxxxxx, Xxxxx
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000; Xxxxxx, Xxxxxxxxxx 00000-0000, or at such other place as Holder may
designate in writing, the principal sum of $200,000 (the "Obligation"), which
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represents the principal amount to be advanced by Holder to Maker plus all
accrued interest.
2. Interest. Interest on the unpaid principal amount of the Obligation
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outstanding shall accrue at a rate per month equal to 7% percent per annum.
Computations of interest shall be made on the basis of a 30-day month, and the
actual number of days elapsed.
3. Payments. Maker shall pay to Holder the Obligation in the following
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manner:
(a) One payment consisting of principal and interest on the Maturity Date
(as defined below).
(b) "Maturity Date" shall mean the sooner to occur of either: (1) nine
------------- months from the date of this Note; or (2) the listing of
Maker upon the NASDAQ Small Cap market stock exchange.
4. Transaction. This Note is the Promissory Note issued by Maker to
----------- Holder to evidence the Obligation.
5. Prepayment. Maker shall be entitled to prepay this Note prior to
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the Maturity Date without premium or penalty, provided, however, the terms of
the related Warrant shall remain in full force and effect.
6. Applications of Payments. Payments received by Holder pursuant to
--------------------------
the terms hereof shall be applied in the following manner: (1) to the payment
of all expenses, charges, late payment fees, costs and fees incurred by or
payable to Holder and for which Maker is obligated pursuant to the terms of this
Note; (2) to the payment of all interest accrued to the date of such payment;
and (3) to the payment of principal.
7. Security. As security and collateral for the Obligation, Maker
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hereby grants to Holder a continuing security interest in, and assigns to
Holder, all of Maker's interest in all of its assets. Any stock and assets held
by Holder shall be returned to Maker upon payment in full of this note. Maker
further agrees to pledge all stock issued by each of its subsidiaries by
delivering original certificates to the law offices of Xxxx, Xxxxxxx and
Xxxxxxxxx, LLP, with a blank stock power and medallion guarantee.
8. Events of Default. The occurrence of any of the following events
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shall constitute an Event of Default hereunder
(a) Failure of Maker to pay the principal and interest upon the Maturity
(b) Failure of Maker to pay any amount or perform any obligation under the
Agreement;
(c) Maker shall admit in writing his inability to, or be generally unable
to, pay his undisputed debts as such undisputed debts become due;
(d) Maker shall: (1) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, examiner or
liquidator of all or a substantial part of his property; (2) make a
general assignment for the benefit of his creditors; (3) commence a
voluntary case under the United States Bankruptcy Code; (4) file a
petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution,
arrangement or winding-up, or composition or readjustment of debts;
(5) fail to controvert in a timely and appropriate manner, or
acquiesce in writing to, any petition filed against him in an
involuntary case under the United States Bankruptcy Code; or (6) take
any action for the purpose of effecting any of the foregoing;
(e) A proceeding or case shall be commenced, without the application or
consent of Maker, in any court of competent jurisdiction, seeking: (1)
his financial reorganization, liquidation or arrangement, or the
composition or readjustment of his debts, (2) the appointment of a
receiver, custodian, trustee, examiner, liquidator or the like of
Maker or of all or any substantial part of his property; or (3)
similar relief in respect of Maker under any law relating to
bankruptcy, insolvency, reorganization or composition or adjustment of
debts, and such proceeding or case shall continue undismissed, or an
order, judgment or decree approving or ordering any of the foregoing
shall be entered and continue unstayed and in effect, for a period of
30 or more days; or an order for relief against Maker shall be entered
in an involuntary case under the United States Bankruptcy Code; or
(f) A final judgment or judgments issued by a court of competent
jurisdiction for the payment of money in excess of $5,000 in the
aggregate (exclusive of judgment amounts fully covered by insurance
where the insurer has admitted liability in respect of such judgment)
or in excess of $10,000 in the aggregate (regardless of insurance
coverage) shall be rendered by a one or more governmental persons
having jurisdiction against Maker and the same shall not be discharged
(or provision shall not be made for such discharge), or a stay of
execution of the relevant judgment shall not be procured, within 30
days from the date of entry of such judgment and Maker shall not,
within that 30-day period, or such longer period during which
execution of the same shall have been stayed, appeal from and cause
the execution of such judgment to be stayed during such appeal.
9. Remedies; Late Payment Penalty; Default Interest Rate. Upon the
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occurrence of an Event of Default and without demand or notice, Holder may
declare the principal amount then outstanding of, and the accrued interest on,
the Obligation of Maker to be forthwith due and payable, whereupon such amounts
shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by Maker
and Maker may exercise all rights and remedies available to it under the
Agreement or any succeeding agreement).
10. Waiver. Maker hereby waives diligence, presentment, protest and
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demand, notice of protest, dishonor and nonpayment of this Note and expressly
agrees that, without in any way affecting the liability of Maker hereunder,
Holder may extend any maturity date or the time for payment of any installment
due hereunder, accept security, release any party liable hereunder and release
any security now or hereafter securing this Note. Maker further waives, to the
full extent permitted by law, the right to plead any and all statutes of
limitations as a defense to any demand on this Note, or on any deed of trust,
security agreement, lease assignment, guaranty or other agreement now or
hereafter securing this Note.
11. Attorneys' Fees; Costs. Maker agrees to pay to Holder all costs
------------------------
and expenses including attorneys' fees and costs, incurred by Holder in
connection with the negotiation, preparation or execution of the Loan and this
Note. If this Note is not paid when due or if any Event of Default occurs,
Maker promises to pay all costs of enforcement and collection, including but not
limited to, Holder's attorneys' fees, whether or not any action or proceeding is
brought to enforce the provisions hereof.
12. Severability. Every provision of this Note is intended to be
------------
severable. In the event any term or provision hereof is declared by a court of
competent jurisdiction, to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and
enforceable.
13. Interest Rate Limitation. Holder and Maker stipulate and agree
--------------------------
that none of the terms and provisions contained herein or in the Agreement shall
ever be construed to create a contract for use, forbearance or detention of
money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of the State of California. In such
event, if any Holder of this Note shall collect monies which are deemed to
constitute interest which would otherwise increase the effective interest rate
on this Note to a rate in excess of the maximum rate permitted to be charged by
the laws of the State of Delaware, all such sums deemed to constitute interest
in excess of such maximum rate shall, at the option of Holder, be credited to
the payment of the sums due hereunder or returned to Maker.
14. Number and Gender. In this Note the singular shall include the
-------------------
plural and the masculine shall include the feminine and neuter gender, and vice
versa, if the context so requires.
15. Headings. Headings at the beginning of each numbered paragraph of
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this Note are intended solely for convenience and are not to be deemed or
construed to be a part of this Note.
16. Choice of Law. This Note shall be governed by and construed in
---------------
accordance with the laws of the State of California. Any action to enforce this
Note shall be brought in state or federal courts located in Orange County,
California.
17. Miscellaneous.
-------------
(a) All notices and other communications provided for hereunder shall be in
writing and shall be delivered by United States mail, certified or registered,
return receipt requested to the respective party at the address provided in the
Agreement or otherwise provided for such purpose.
(b) No failure or delay on the part of Holder or any other holder of this
Note to exercise any right, power or privilege under this Note and no course of
dealing between Maker and Holder shall impair such right, power or privilege or
operate as a waiver of any default or an acquiescence therein, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein expressly provided are cumulative to,
and not exclusive of, any rights or remedies, which Holder would otherwise have.
No notice to or demand on Maker in any case shall entitle Maker to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the right of Holder to any other or further action in any
circumstances without notice or demand.
(c) Maker and any endorser of this Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and hereby
waive diligence, presentment, protest, demand and notice.
(d) Maker may not assign its rights or obligations hereunder without prior
written consent of Holder. Subject to compliance with applicable federal and
state securities laws, Holder may: (1) assign all or any portion of this Note
without the prior consent of Maker; or (2) sell or agree to sell to one or more
other persons a participation in all or any part of the Note without the prior
consent of Maker. Upon surrender of the Note, Maker shall execute and deliver
one or more substitute notes in such denominations and of a like aggregate
unpaid principal amount or other amount issued to Holder and/or to Holder's
designated transferee or transferees. Holder may furnish any information in the
possession of Holder concerning Maker, or any of its respective subsidiaries,
from time to time to assignees and participants (including Prospective assignees
and participants).
(e) It is hereby acknowledged that Xxxxxxxx X. Xxxxxxx and the law firm of
Xxxx Xxxxxxx Xxxxxxxxx, LLP have a conflict of interest in preparing this Note.
As a result, such parties are only representing the Holder in connection with
the preparation and execution of this Note. The Maker has acknowledged that it
has retained independent counsel in connection with such representation. Maker
releases Holder, Xxxxxxxx X. Xxxxxxx and Xxxx Xxxxxxx Xxxxxxxxx, LLP from any
conflicts of interest pertaining to all documents drafted in formation of
subsidiary, Xx. Xxxxxxx, Xx. Xxxxxxx and Holder.
IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
delivered to Holder as of the day and year and at the place first above written.
"MAKER"
E NET XXXXXXXXX.XXX, INC.
By:_____________________________
_____________________________
Its:____________________________
"HOLDER"
LAGUNA PACIFIC PARTNERS, LP
By: ________________________________ By: ____________________________
Xxxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Its: President of General Partner, Its: President of General Partner,
Strawberry Canyon Capital, Inc. Manhattan Network, Inc.
EXHIBIT "B"
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FORM OF
WARRANT AGREEMENT
EXHIBIT "B"
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WARRANT AGREEMENT
-----------------
This WARRANT AGREEMENT (this "Agreement") is made and entered into
as of , 2001, between E-Net Financial, Inc., a Nevada
corporation (the "Company") and Laguna Pacific Partners, LP, a Delaware limited
partnership ("Holder").
R E C I T A L S
---------------
WHEREAS, the Company proposes to issue to Holder $225,000 in warrants,
subject to adjustment set forth herein (the "Warrants"), each such Warrant
entitling the holder thereof to purchase shares of Common Stock of the Company
(the "Exercise Shares," "Shares," or the "Common Stock"); and
WHEREAS, the Warrants which are the subject of this Agreement will be
issued by the Company to Holder as part of consideration payable to Holder in
connection with a loan by the Holder pursuant to the terms of that certain
Secured Promissory Note, of even date herewith (the "Note").
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereto agree as follows:
A G R E E M E N T
-----------------
1. Warrant Certificates. The warrant certificates will be delivered to
--------------------
Laguna Pacific Partners, LP immediately upon the signing of this Agreement (the
"Warrant Certificates") and shall be in the form set forth in Exhibit A,
---------
attached hereto and made a part hereof, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Warrant Agreement.
2. Right to Exercise Warrants. Each Warrant may be exercised from the
---------------------------
date of this Agreement until 11:59 P.M. (Pacific time) on , 2005
(the "Expiration Date"). The aggregate exercise price of this Warrant,
regardless of the number of shares into which it is exercised, shall be $1.00 in
total (the "Exercise Price"). The number of shares into which this Warrant may
be exercised shall be defined herein as the "Exercise Shares". The price at
which the Exercise shares is to be calculated shall be defined as follows:
(a) If the Exercise Shares are traded in the over-the-counter market
and not on any national securities exchange and not in the NASDAQ Reporting
System, the number of Exercise Shares shall be calculated using 70% of the
trading price calculated as follows: the closing price, for the last business
day prior to the date on which this Warrant is exercised, or, if not so
reported, the average of the closing bid and asked prices for an Exercise Share
as of the date of exercise.
(b) If the Exercise Shares are listed on the NASDAQ Reporting System,
the closing price on the principal national securities exchange on which they
are so listed or traded or in the NASDAQ Reporting System, as the case may be,
on the last business day prior to the date of the exercise of this Warrant. The
closing price referred to in this Clause (b) shall be the last reported sales
price or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices, in either case on the national
securities exchange on which the Exercise Shares are then listed or in the
NASDAQ Reporting system.
3. Mutilated or Missing Warrant Certificates. In case any of the
---------------------------------------------
Warrant Certificates shall be mutilated, lost, stolen or destroyed prior to its
expiration date, the Company shall issue and deliver, in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and in substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an
equivalent right or interest.
4. Reservation of Shares. The Company will at all times reserve and
-----------------------
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Shares or its authorized and issued Shares held in its
treasury for the purpose of enabling it to satisfy its obligation to issue
Shares upon exercise of Warrants, the full number of Shares deliverable upon the
exercise of all outstanding Warrants.
The Company covenants that all Shares which may be issued upon exercise of
Warrants will be validly issued, fully paid and nonassessable outstanding Shares
of the Company.
5. Rights of Holder. The Holder shall not, by virtue of anything
------------------
contained in this Warrant Agreement or otherwise, prior to exercise of this
Warrant, be entitled to any right whatsoever, either in law or equity, of a
stockholder of the Company, including without limitation, the right to receive
dividends or to vote or to consent or to receive notice as a shareholder in
respect of the meetings of shareholders or the election of directors of the
Company of any other matter.
6. Investment Intent. Holder represents and warrants to the Company
------------------
that Holder is acquiring the Warrants for investment and with no present
intention or reselling any of the Warrants.
7. Certificates to Bear Language. The Warrants and the certificate or
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certificates therefor shall bear the following legend by which each holder shall
be bound.
"THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE."
The Shares and the certificate or certificates evidencing any such Shares
shall bear the following legend:
"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."
Certificates for Warrants without such legend shall be issued if such
Warrants or Shares are sold pursuant to an effective registration statement
under the Securities Act of 1933 (the "Act") or if the Company has received an
opinion from counsel reasonably satisfactory to counsel for the Company, that
such legend is no longer required under the Act.
8. Piggyback Registration Rights. If the Company at any time proposes
------------------------------
to register any of its securities under the Act, including under an SB-2
Registration Statement or otherwise, the Company will cause all of the shares of
common stock underlying the Warrants owned by Holder to be registered under the
Act (with the securities which the Company at the time propose to register), all
to the extent requisite to permit the sale or other disposition by the Holder.
9. Indemnification.
---------------
(a) In the event of any registration of any of its securities under the
Act pursuant to this Section, the Company hereby indemnifies and holds harmless
the Holder (which phrase shall include any underwriters of such securities),
their respective directors and officers, and each other person who participates,
in the offering of such securities and each other person, if any, who controls
the Holder or such participating persons within the meaning of the Act, against
any losses, claims, damages or liabilities, joint or several, to which each
Holder or any such director or officer or participating person or controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained, on the effective date thereof, in any registration statement
under which such securities were registered under the Act, any preliminary
Private Placement Memorandum prospectus or final prospectus contained therein,
or any amendment or supplement thereto, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
will reimburse each Holder and each director, officer or participating or
controlling person for any legal or any other expenses reasonably incurred by
the Holder or such director, officer or participating or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary
prospectus or prospectus or amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by the Holder specifically stating that it is for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder or such directors, officer or
participating or controlling person, and shall survive the transfer of such
securities by the Holder.
(b) Rule 144. If the Company shall be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Company will use its best efforts timely to file all reports required
to be filed from time to time with the SEC (including but not limited to the
reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public
market for any securities of the Company at any time that the Company is not
subject to the reporting of either of said Section 13 or 15(d), the Company
will, upon the request of Holder, use its best efforts to make publicly
available the information concerning the Company referred to in subparagraph
(c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon
request, (i) a written statement of the Company's compliance with the
requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule
144, and (ii) written information concerning the Company sufficient to enable
Holder to complete any Form 144 required to be filed with the SEC pursuant to
said Rule 144.
10. Consolidation, Merger or Sale of the Company. If the Company is a
---------------------------------------------
party to a consolidation, merger or transfer of assets which reclassifies or
changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under this Warrant
Agreement.
11. Successors. All the covenants and provisions of this Agreement by
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or for the benefit of the Company or Holder shall bind and inure to the benefit
of their respective successor and assigns hereunder.
12. Counterparts. This Agreement may be executed in any number of
------------
counterparts and each of such counterparts shall for all proposes be deemed to
be an original, and such counterparts shall together constitute by one and the
same instrument.
13. Notices. Any notice, request, instruction, or other document
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required by the terms of this Agreement, or deemed by any of the parties hereto
to be desirable, to be given to any other party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the principal business address of each of the parties hereto.
The persons and addresses set forth above may be changed from time to time
by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven days after deposit
thereof in the United States mail. Any change affecting Holder must be signed
by Both General Partners of Laguna Pacific Partners, LP.
14. Supplements and Amendments. The Company may from time to time
----------------------------
supplement or amend this Warrant Agreement without the approval of any Holders
of Warrants in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision, or to make any other provisions in regard to matters or questions
herein arising hereunder which the Company may deem necessary or desirable and
which shall not materially or adversely affect the interest of the Holder.
15. Severability. If for any reason any provision, paragraph or term
------------
of this Warrant Agreement is held to be invalid or unenforceable, all other
valid provisions herein shall remain in full force and effect and all terms,
provisions and paragraphs of this Warrant shall be deemed to be severable.
16. Governing Law and Venue. This Warrant shall be governed by the
--------------------------
laws of the state of Delaware, as Laguna Pacific Partners is a limited
partnership formed under the laws of Delaware. Any proceeding arising under
this Warrant Agreement shall be instituted in the Orange, State of California.
17. Headings. Paragraphs and subparagraph headings, used herein are
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included herein for convenience of reference only and shall not affect the
construction of this Warrant Agreement nor constitute a part of this Warrant
Agreement for any other purpose.
18. Independent Counsel. It is acknowledged that the Company has been
--------------------
advised to seek independent counsel in connection with this agreement and the
associated documentation. Neither Xxxxxxxx X. Xxxxxxx, nor Xxxx Xxxxxxx
Xxxxxxxxx, LLP are providing any legal advice to the Company in connection with
this transaction, their sole representation is legal representation of Laguna
Pacific Partners, LP.
[SIGNATURES FOLLOW NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the date and year first above written.
"COMPANY"
E NET XXXXXXXXX.XXX, INC.
By:
Its:
"HOLDER"
LAGUNA PACIFIC PARTNERS, LP
By: ____________________________________
Xxxxxxxx X. Xxxxxxx
Its: President of General Partner,
Strawberry Canyon Capital, Inc.
By: ____________________________________
Xxxxxx X. Xxxxxxx
Its: President of General Partner,
Manhattan Network, Inc.
APPENDIX "A"
------------
FORM OF
NOTICE OF EXERCISE
Appendix "A"
------------
NOTICE OF EXERCISE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
ELECTION TO PURCHASE
The undersigned hereby elects irrevocably to exercise the within Warrant and to
purchase _______________________ shares of Common Stock of E-Net Xxxxxxxxx.xxx,
Inc. and hereby makes payment of $1.00 in payment of the Exercise Price pursuant
hereto. Please issue the shares as to which this Warrant is exercised in
accordance with the instructions given below.
The undersigned represents and warrants that the exercise of the within Warrant
was solicited by the member firm of the National Association of Securities
Dealers, Inc. ("NASD") listed below. If not solicited by an NASD member, please
write "unsolicited" in the space below.
_____________________________________________
(Insert Name of NASD Member or "Unsolicited")
Dated: ________________________ Signature: ________________________________
INSTRUCTIONS FOR REGISTRATION OF SHARES
Name (print) __________________________________________________________________
Address (print) _______________________________________________________________
ASSIGNMENT
FOR VALUE RECEIVED, _______________________________________________ does hereby
sell, assign and transfer unto _______________________________________________,
the right to purchase ________________shares of Common Stock of E-Net
Xxxxxxxxx.xxx, Inc., evidenced by the within Warrant, and does hereby
irrevocably constitute and appoint __________________________________________
attorney to transfer such right on the books of E-Net Xxxxxxxxx.xxx, Inc., with
full power of substitution on the premises.
Dated: ________________, ________
Signature: _________________________________
Notice: The signature of Election to Purchase or Assignment must correspond with
the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever. The signature(s)
must by guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
_____________________________________________
Signature Guarantee
