CAPITAL CONTRIBUTION AGREEMENT
This Capital Contribution Agreement ("Agreement") between
eConnect, a Nevada corporation ("eConnect"), and ▇▇▇▇▇▇▇▇.▇▇▇, a
Nevada corporation ("SafeTPay"), is entered into this 5th day of
November, 1999.
Recitals
WHEREAS, eConnect is a corporation organized and existing under
the laws of the State of Nevada, having been originally
incorporated under the laws of the State of Missouri on September
1, 1981, as HANDY-TOP, INC., on April 20, 1983, the name was
changed to HTI Corporation, on May 28, 1993, the name was changed
Leggoons, Inc., on March 1, 1997 the name was changed to Betting,
Inc., on June 1, 1999 Articles of Merger were filed with the
Nevada Secretary of State, which formally resulted in the
redomicile to the State of Nevada. On June 2, 1999, the name was
changed to "eConnect", with its principal business office located
at 2500 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇;
WHEREAS, the authorized capital stock of eConnect consists of Two
Hundred Million (200,000,000) shares of common stock, par value
of One Cent ($0.001) per share, of which Eight-Three Million One
Hundred Ninety-Eight Thousand Five Hundred One (83,198,501)
shares are issued and outstanding as of October 12, 1999;
WHEREAS, SafeTPay is a corporation organized and existing under
the laws of the State of Nevada, having been incorporated on
August 11, 1999, with its principal business office located at ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
WHEREAS, the authorized capital stock of SafeTPay consists of
Twenty Million (20,000,000) shares of common stock, par value of
$0.001 per share, and no preferred stock.;
WHEREAS, the principal of SafeTPay, ▇▇▇▇▇ ▇▇▇▇▇▇▇, has been
working for eConnect as a consultant regarding the creation and
management of a business unit focused on the processing of secure
Internet transactions;
WHEREAS, the respective boards of directors of eConnect and
SafeTPay deem it desirable and in the best interests of the
corporations and their stockholders that the corporations enter
into this Agreement to restructure this business unit as a
separate corporation so as to enable the business to be most
effective in focusing on it's specific mission, and in soliciting
marketing assistance and other important partnerships and
investments from certain key companies in it's industry, all
pursuant to the terms and conditions contained herein; and
WHEREAS, in order to consummate this contribution to the capital
of SafeTPay and in consideration of the mutual benefits to be
derived and the mutual agreements contained herein, eConnect and
SafeTPay approve and adopt this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
ARTICLE I
CAPITAL CONTRIBUTIONS
AND RELATED MATTERS
The process of structuring SafeTPay will be accomplished by
having eConnect contribute certain assets to SafeTPay, in return
for certain shares of common stock in eConnect, as follows:
1. Assets to be contributed to SafeTPay.
eConnect hereby contributes and unconditionally transfers to
SafeTPay the following assets and properties, in return for
certain common stock in SafeTPay (as set forth in section 2
below):
(a) Software. All ownership and rights to the software that has
been developed by ▇▇▇▇▇ Technologies ("RT"), a subsidiary of
eConnect, per specifications provided by SafeTPay ("System").
This shall include the work already done prior to the date of the
Agreement, and any minor work required to debug or correct the
System as delivered last week, including but not limited to the
implementation of an 0400 reversal message for credit & debit
transactions. The cost for developing any subsequent
enhancements shall be negotiated directly between SafeTPay and
RT. A copy of the source code shall be maintained at Fort ▇▇▇▇
Escrow service, or such other escrow service as the parties shall
mutually agree to from time to time. SafeTPay shall have access
to this software as needed for the operation of their business.
(b) Computer Hardware. The server which has been procured by RT
for use as the SafeTPay internet server, and installed in St.
Petersburg, Florida.
(c) Miscellaneous Physical Assets. Three laptop personal
computers, 7 sample PIN pads, and miscellaneous office supplies
that have been purchased for and/or are being used by the
SafeTPay business unit.
(d) Trademarks, Trade-names, Copyrights. Ownership of any and
all marks, registrations, and goodwill that eConnect may own,
regarding "SafeTpay", "Same-As-Cash", "ePIN" and "ePAD". As a
condition for this transferal, ▇▇. ▇▇▇▇▇▇▇ shall contribute and
unconditionally transfer to SafeTPay any and all trademarks and
domain names held in his name.
(e) Web Address. Ownership of any web addresses reserved for
any of the above names or marks.
(g) Consulting Agreements. eConnect currently holds consulting
agreements with ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, and
▇▇▇▇ ▇▇▇▇▇▇▇. Those agreements are hereby unconditionally
assigned to SafeTPay.
2. Equity to be received by the Parties and Others.
(a) Common Stock: SafeTPay shall initially authorize 20 Million
shares of stock. In return for the capital contributions listed
above, eConnect shall receive Two Million Three Hundred Thousand
(2,300,000) shares of restricted common stock of SafeTPay. The
principals of SafeTPay (▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇) shall each receive One Hundred Fifty
Thousand (150,000) shares of restricted common stock of SafeTPay.
(d) Options.
(1) eConnect shall, upon execution of this Agreement, receive
options to purchase five million (5,000,000) shares of SafeTPay
common stock, at an exercise price of one dollar ($1.00) per
share. Any unexercised options shall expire 3 years after
execution of this Agreement.
(2) The principals of SafeTPay (▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇) shall each receive options to purchase
five hundred thousand (500,000) shares of SafeTPay common stock,
at an exercise price of one dollar ($1.00) per share. Any
unexercised options shall expire 3 years after execution of this
Agreement.
(3) For a period of twenty-four (24) months following execution
of this Agreement, any additional options given to officers or
shareholders of either SafeTPay or eConnect shall be issued at
the same exercise price at those set forth in subparagraph (a)
above.
(c) Additional common stock in return for capitalization:
eConnect hereby commits to invest in SafeTPay Five Hundred
Thousand Dollars ($500,000) over the period of one (1) year from
the date of this Agreement, in four (4) equal quarterly
installments, with Twenty Thousand Dollars ($20,000) of the
first installment due not later than November 15, 1999, Forty-Two
Thousand Five Hundred Dollars ($42,500) due not later than
December 15, 1999, and the remainder of the first installment due
not later than January 15, 2000; subsequent installments shall be
due not later than the following dates: April 15, 2000, July 15,
2000, and October 15, 2000. Provided, however, that eConnect may
choose to pre-pay any portion or all of the amounts due in 2000,
by marketable securities delivered no later than January 1, 2000;
with the number of shares equal to the amount due (based on the
closing bid price on the delivery date), assuming that the common
stock of eConnect is trading on the day that the installment is
to be paid. If the first two (2) payments set forth above
(November and December 1999) are not made within five calendar
days after the due date, then eConnect shall pay to SafeTPay a
late fee of seven and one-half percent (7.5%) of the amount due.
If the last four (4) payments (January, April, July, and October
2000) are not made within fifteen (15) days of the due date, then
eConnect shall pay to SafeTPay a late fee of seven and one-half
percent (7.5%) of the amount due.
If the total investment set forth above (plus penalties, if any)
is not fully paid by December 31, 2000, then eConnect shall have
its ownership of the Two Million Three Hundred Thousand
(2,300,000) shares, as set forth above, reduced by a prorated
amount based on the amount actually invested (with the maximum
reduction being five hundred thousand (500,000) shares).
(d) Right to match other investments: The board of SafeTPay
shall be free to manage the sale of SafeTPay common stock to
investors, provided, however, that eConnect shall have the right
to match any funding from other investors, within ninety (90)
days of such funding, at the same price per common share.
3. Consulting and/or Employment Agreements.
SafeTPay shall take responsibility for renegotiating consulting
or employment agreements with the parties named in Section 1(g)
above. The parties acknowledge that significant amounts of
SafeTPay common stock, or common stock options, may be granted to
these parties by the audit and compensation committee of
SafeTPay, to secure their written acceptance of this
restructuring, and their continued enthusiastic contributions to
developing SafeTPay.
4. Ongoing Relationship between SafeTPay and eConnect; Board of
Directors.
(a) Board of Directors. eConnect and SafeTPay hereby
acknowledge and accept the following: (1) The initial board shall
consist of three (3) members appointed by ▇▇. ▇▇▇▇▇▇▇, two (2)
members appointed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President of eConnect, and
two (2) independent director positions to be filled by the then
existing board members when and as the board see fits. The
independent board members shall be sole members of the audit and
compensation committees; (2) the activities and actions normally
conducted by controlling shareholders shall be designated to the
board members for action; (3) all board members shall sign
confidentiality and non-disclosure agreements; (4) this initial
board as described in (1) above shall serve for three (3) years,
or until the first public offering of common stock of SafeTPay,
whichever occurs first; at which time normal elections for board
members shall commence; and (5) other than as set forth in this
paragraph, eConnect shall have no special rights or authority to
limit SafeTPay's actions, and SafeTPay shall otherwise be free
to manage its own affairs.
(b) Ownership Rights. SafeTPay hereby acknowledges and accepts
that this agreement does not grant it any ownership in, or
license or right to use, the patents held by eConnect for the
devices known as the "SLICK", the "Paymaster", the "PocketPay",
or the "TV PIN pad remote". eConnect hereby acknowledges that it
will support the principals of SafeTPay in the defense of their
patent, so as to prevent competitors from infringing on that
patent.
(c) Marketing Rights: SafeTPay hereby grants marketing
rights to eConnect as follows;
(1) SafeTPay shall grant eConnect the right to market an
exclusive private label Internet payment System, which SafeTPay
shall operate, support, and maintain.
(2) SafeTPay shall provide said marketing rights for a fee of
ten cents ($0.10) per transaction, or 10% of the fee charged by
eConnect to its clients, whichever is greater.
(3) eConnect and its subsidiaries shall have the exclusive right
to sub-license its private label product to its clients. It
shall not have the right to make agreements on SafeTPay's behalf,
and eConnect's right shall not infringe on or limit SafeTPay's
right to sign clients or license SafeTPay's System to others.
(4) eConnect shall honor all terms and conditions imposed by
banking agreements, master service agreements or any other
agreements that SafeTPay must enter into to provide the System.
(5) eConnect shall present its product with the joint service
▇▇▇▇ "Processed by SafeTPay".
(6) The button that appears on merchant screens to facilitate
the transaction shall always read "SafeTPay".
(7) Every press release that eConnect releases with their
private label System, shall include a standard paragraph provided
by SafeTPay. No other mention or description of SafeTPay may
occur in an eConnect press release without written approval from
SafeTPay.
(8) Every press release issued by SafeTPay for the next 24
months shall include, in the safe harbor paragraph, a mention of
eConnect as a shareholder.
ARTICLE II
WARRANTIES OF THE CONSTITUENT CORPORATIONS
1. Representations and Warranties of eConnect.
eConnect covenants, represents and warrants to SafeTPay that:
(a) It is on the date of this Agreement, and will be on the
Effective Date, (a) a corporation duly organized and existing and
in good standing under the laws of the jurisdiction of the State
of Nevada, and (b) duly authorized under its articles, and under
applicable laws, to engage in the business carried on by it.
(b) Its Board of Directors has authorized and approved the
execution and delivery of this Agreement, and the performance of
the transactions contemplated by this Agreement.
(c) It has complied with, and is not in violation of any
applicable Federal, State, or local statutes, laws, and
regulations affecting its properties or the operation of its
business.
(d) It is not involved as a defendant or plaintiff in any suit,
action, arbitration, or legal, administrative or other
proceeding, which to its best knowledge, would affect the company
or its business, assets, or financial condition in a negative
manner; or, governmental investigation which is pending; to the
best of its knowledge, threatened against or affecting the
company or its business assets or financial condition; and is not
in default with respect to any order, writ, injunction or decree
of any Federal, State, local/foreign court, department, agency,
or instrumentality applicable to it.
(e) The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following:
(1) a breach or violation of any provisions of or constitute a
default under any license, indenture, mortgage instrument,
article of incorporation, bylaw, other agreement or instrument to
which the company is a party, or by which it may be bound, nor
will any consents or authorizations of any party other than those
required, (2) any event that would permit any party to any
agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of the company,
or, (3) an event that would result in the creation or imposition
of any lien, charge, encumbrance on the assets of eConnect.
(f) All fixed assets owned by it and employed in its business
are of the type, kind and condition appropriate for its business
and will be operated in the ordinary course of business.
(g) The transaction processing System being developed by
SafeTPay does not infringe on any patents owned or controlled by
eConnect or any other person or entity (both those patents named
above, and any others which may be unknown to SafeTPay); and
therefore SAFETPAY does not require any license from any of them,
and will not owe any license fees to any of them.
(h) All of the shares to be issued under Article I will be
properly authorized, validly issued, and nonassessable, and have
the status as indicated above (either restricted or free
trading).
2. Representations and Warranties of SafeTPay.
SafeTPay covenants, represents and warrants to eConnect that:
(a) It is on the date of this Agreement, and will be on the
Effective Date, (1) a corporation duly organized and existing and
in good standing under the laws of the jurisdiction of the State
of Nevada, and (2) duly authorized under its articles, and under
applicable laws, to engage in the business carried on by it.
(b) Its Board of Directors has authorized and approved the
execution and delivery of this Agreement, and the performance of
the transactions contemplated by this Agreement, and is a legal,
valid, and binding obligation of the company, and is enforceable
in accordance with its terms and conditions.
(c) It has complied with, and is not in violation of any
applicable Federal, State, or local statutes, laws, and
regulations affecting its properties or the operation of its
business.
(d) It is not involved as a defendant or plaintiff in any suit,
action, arbitration, or legal, administrative or other
proceeding, which to its best knowledge, would affect the company
or its business, assets, or financial condition in a negative
manner; or, governmental investigation which is pending; to the
best of its knowledge, threatened against or affecting the
company or its business assets or financial condition; and is not
in default with respect to any order, writ, injunction or decree
of any Federal, State, local/foreign court, department, agency,
or instrumentality applicable to it.
(e) The execution and delivery of this Agreement and its
performance in the time and manner contemplated will not cause,
constitute, or conflict with, or result in any of the following:
(1) a breach or violation of any provisions of or constitute a
default under any license, indenture, mortgage instrument,
article of incorporation, bylaw, other agreement or instrument to
which the company is a party, or by which it may be bound, nor
will any consents or authorizations of any party other than those
required, (2) any event that would permit any party to any
agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of the company,
or, (3) an event that would result in the creation or imposition
of any lien, charge, encumbrance on the assets of Internet.
ARTICLE III
CONSUMMATION OF CONTRIBUTION
If the capital contribution contemplated is completed, all
expenses incurred in consummating this agreement, except as
otherwise agreed in writing between the parties, shall be equally
borne by each of the parties. This transaction may be deferred
from time to time by mutual consent of the respective boards of
directors of each of the parties hereto, and, to the extent
provided in (1), (2), (3) and (4) below, this transaction merger
may be abandoned:
1. By the mutual consent of the respective Boards of Directors
of each of the parties hereto;
2. At the election of either of the Boards of Directors, if in
the discretion of the Board any judgment is rendered relating to
any legal proceeding not commenced and the existence of the
judgment will or may materially affect the rights of either party
to sell, convey, transfer or assign any of its assets or
materially interfere with the operation of its business, renders
the merger impracticable, undesirable or not in the best
interests of its shareholders;
3. At the election of the Board of Directors of either party if:
(a) The warranties and representations of the other party
contained in this Agreement shall not be substantially accurate
in all material respects on and as of the date of election; or
the covenants contained of the other Constituent Corporation
shall not have been performed or satisfied in all material
respects;
(b) Prior to completion of this transaction: (1) there
shall have been filed in any court or agency having jurisdiction
a complaint or other proceeding seeking to restrain or enjoin the
transaction contemplated hereby; or (2) there shall have been
presented to eConnect or SafeTPay, or any director or officer of
either of them, any process, demand or request which, in the
opinion of counsel for either party, offers reasonable grounds to
believe that a complaint or ▇▇▇▇ in equity may be forthcoming
which, if successful, would restrain, enjoin or dissolve the
transaction, and if, in either case, such Board of Directors
determines that abandonment and cancellation of this Agreement is
advisable in the best interests of the parties, their
shareholders, employees and customers;
ARTICLE IV
SPECIFIC PERFORMANCE
The assets being contributed, and especially the software still
being developed by RT, are unique and if eConnect fails in the
delivery of these assets (especially in the timely delivery of
properly-operating software) that such failure will cause
irreparable harm to SafeTPay, and thereby to SafeTPay's other
investors, for which there will be no adequate remedy under law.
SafeTPay shall be entitled, in addition to all other remedies at
law or under equity, to specific performance should eConnect fail
to deliver any asset.
ARTICLE V
INDEMNIFICATION
(a) To the extent permitted by law, eConnect shall indemnify and
hold harmless SafeTPay, and its directors and officers (each, an
"Indemnified Person"), against any losses, claims, damages,
liabilities or expenses (joint or several) incurred
(collectively, "Claims") to which any of them may become subject
as the result of any conflict created by, or as a result of the
imposition of any lien, charge, or encumbrance created by, this
agreement & transaction, or from any action that may be brought
against SafeTPay regarding the patents referred to above,
including, but not limited to, any actions that may be brought by
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, or ▇▇▇ ▇▇▇▇▇▇, or otherwise, insofar as
such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon
the foregoing. eConnect shall reimburse an Indemnified Person
promptly as such expenses are incurred, and are due and payable,
for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this
Article shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written
consent of eConnect, which consent shall not be unreasonably
withheld.
(b) Promptly after receipt by an Indemnified Person or
under this Section of notice of the commencement of any action
(including any governmental action), such Indemnified Person
shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Article, deliver to the
indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Indemnified Person; provided,
however, that an Indemnified Person shall have the right to
retain its own counsel with the reasonable fees and expenses to
be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person would be inappropriate
due to actual or potential differing interests between such
Indemnified Person and any other party represented by such
counsel in such proceeding. In such event, eConnect shall pay
for only one separate legal counsel for such Indemnified Person.
The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the
Indemnified Person under this Article, except to the extent that
the indemnifying party is prejudiced in its ability to defend
such action. The indemnification required by this Article shall
be made by periodic payments of the amount thereof during the
course of the investigation or defense, as such expense, loss,
damage or liability is incurred and is due and payable.
(c) To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to
make the maximum contribution with respect to any amounts for
which it would otherwise be liable under this Article to the
fullest extent permitted by law; provided, however, that no
contribution shall be made under circumstances where the maker
would not have been liable for indemnification under the fault
standards set forth in this Article.
ARTICLE VI
YEAR 2000 ISSUE
Each of the parties hereto acknowledge and recognize the following:
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the parties' ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the parties, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved. It is also not possible to predict the affect that
such issue will have on the operation of the Over the Counter
Bulletin Board, upon which the common stock of eConnect is traded
(trading on such market could be disrupted for periods of time).
Each of the parties hereto represents and warrants as follows:
The parties currently believe that their systems are Year
2000 compliant in all material respects. Although the parties
are not aware of any material operational issues or costs
associated with preparing its internal systems for the Year 2000,
the parties may experience serious unanticipated negative
consequences (such as significant downtime for one or more of its
web site properties) or material costs caused by undetected
errors or defects in the technology used in their internal
systems. Furthermore, the purchasing patterns of customers may
be affected by Year 2000 issues as companies expend significant
resources to correct their current systems for Year 2000
compliance. The parties do not currently have any information
about the Year 2000 status of their existing or potential
customers. The parties' Year 2000 plans are based on their best
estimates.
ARTICLE VII
MISCELLANEOUS
1. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
2. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
3. Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof, and supercedes any
prior agreement and/or understandings between the parties. There
are no promises, agreements, conditions, undertakings,
understandings, warranties, covenants or representations, oral or
written, express or implied, between them with respect to this
Agreement or the matters described in this Agreement, except as
set forth in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
4. Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
5. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
6. Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
7. Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
8. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
9. Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
10. Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either (a) United States mail, postage prepaid, or (b)
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To eConnect:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
eConnect
2500 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To SafeTPay:
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
11. Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of Nevada without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of Nevada in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such
jurisdictions.
12. Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
13. Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully
performed.
14. Survival of Provisions.
The representations and warranties contained in Article II of
this Agreement and any liability of one party to the other for
any default under the provisions of Articles II of this
Agreement, shall survive the completion of the transaction under
this Agreement.
15. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
16. Potential Conflict of Interest.
Each of the parties hereto agree and acknowledge that ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Esq. and ▇▇▇▇ ▇. Tow, Esq. were involved in the
negotiations for the conclusion of this Agreement between the
parties. ▇▇. ▇▇▇▇▇▇▇▇ has represented both the parties on other
matters in the past, and will continue to do so in the future.
In addition, Mr. Tow has represented eConnect in the past and
will continue to do so in the future. ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇
know of no actual conflict of interest between eConnect and
SafeTPay that would disqualify then from continuing the
representation as set forth above. If ▇▇. ▇▇▇▇▇▇▇▇ or Mr. Tow
learn of facts that establish such a conflict, or if they are
convinced that such a conflict is imminent, they will advise the
parties hereto immediately and suggest each retain separate
counsel. Neither ▇▇. ▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇ think it likely,
based on what they know now, that such a conflict will develop.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
eConnect
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇▇.▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, President