REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of May ___, 1999,
(this Agreement), is made by and between eConnect, a Nevada
corporation
(the Company), and the person named on the signature page hereto
(the
Investor).
W I T N E S S E T H:
WHEREAS, upon the terms and subject to the conditions of the
Subscription Agreement, between the Investor and the Company (the
Subscription Agreement), the Company has agreed to issue and sell to
the Investor six percent (6%) Convertible Debentures of the Company
(the Debentures), which will be convertible into shares of the
common
stock, one tenth of one cent ($0.001) par value (the Common Stock),
of
the Company (the Conversion Shares) upon the terms and subject to
the
conditions of such Debentures; and
WHEREAS, pursuant to the terms of the Subscription Agreement
the
Company has issued the Investor one hundred fifty thousand (150,000)
Warrants exercisable at a strike price equal to one hundred five
percent (105%) of the five (5) day average closing bid price for the
Companys Common Stock for the five trading days prior to the Closing
Date as that term is defined below.
WHEREAS, to induce the Investor to execute and deliver the
Subscription Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended,
and
the rules and regulations thereunder, or any similar successor
statute
(collectively, the Securities Act), and applicable state securities
laws with respect to the Conversion Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual
covenants contained herein and other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Investor hereby agree as follows:
1. Definitions.
(a) As used in this Agreement, the following terms shall
have
the following meaning:
(i) Closing Date means the date funds are received by the
Company pursuant to the Subscription Agreement.
(ii) Investor means the Investor and any transferee or
assignee
who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 hereof.
(iii) Register, registered and registration refer to a
registration effected by preparing and filing a Registration
Statement
or Statements in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule providing
for
offering securities on a continuous basis (Rule 415), and the
declaration or ordering of effectiveness of such Registration
Statement
by the United States Securities and Exchange Commission (the SEC).
(iii) Registrable Securities means the Conversion Shares and
Warrants.
(iv) Registration Statement means a registration statement of
the Company under the Securities Act.
(b) As used in this Agreement, the term Investor includes
(i)
each Investor (as defined above) and (ii) each person who is a
permitted transferee or assignee of the Registrable Securities
pursuant
to Section 9 of this Agreement.
(c) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the
Subscription
Agreement.
2. Registration.
(a) Mandatory Registration. The Company shall prepare and
file
with the SEC, no later than ten (10) days after the Closing Date, a
Registration Statement on Form SB-2, covering a sufficient number of
shares of Common Stock for the Investors into which the Five Hundred
Thousand Dollars ($500,000) of Debentures and one hundred fifty
thousand (150,000) Warrants would be convertible. The Registration
Statement shall cover ten million (10,000,000) shares of the
Companys
Common Stock. Such Registration Statement shall state that, in
accordance with the Securities Act, it also covers such
indeterminate
number of additional shares of Common Stock as may become issuable
to
prevent dilution resulting from Stock splits, or stock dividends).
If
at any time the number of shares of Common Stock into which the
Debenture and Warrants issued in this offering may be converted
exceeds
the aggregate number of shares of Common Stock then registered, the
Company shall, within ten (10) business days after receipt of
written
notice from any Investor, either (i) amend the Registration
Statement
filed by the Company pursuant to the preceding sentence, if such
Registration Statement has not been declared effective by the SEC at
that time, to register all shares of Common Stock into which the
Debenture may be converted, or (ii) if such Registration Statement
has
been declared effective by the SEC at that time, file with the SEC
an
additional Registration Statement on Form SB-2 or any other
applicable
registration statement, to register the shares of Common Stock into
which the Debenture may be converted that exceed the aggregate
number
of shares of Common Stock already registered.
(b) Underwritten Offering. If any offering pursuant to a
Registration Statement pursuant to Section 2(a) hereof involves an
underwritten offering, the Investors acting by majority in interest
of
the Registrable Securities subject to such underwritten offering
shall
have the right to select one legal counsel to represent their
interests, and an investment banker or bankers and manager or
managers
to administer the offering, which investment banker or bankers or
manager or managers shall be reasonably satisfactory to the Company.
The Investors who hold the Registrable Securities to be included in
such underwriting shall pay all underwriting discounts and
commissions
and other fees and expenses of such investment banker or bankers and
manager or managers so selected in accordance with this Section 2(b)
(other than fees and expenses relating to registration of
Registrable
Securities under federal or state securities laws, which are payable
by
the Company pursuant to Section 5 hereof) with respect to their
Registrable Securities and the fees and expenses of such legal
counsel
so selected by the Investors.
(c) Payment by the Company. If the Registration Statement
covering the Registrable Securities required to be filed by the
Company
pursuant to Section 2(a) hereof is not declared effective within
thirty
(30) days from the Closing Date, then the Company shall pay investor
as
liquidated damages three percent (3%) of the principal amount of the
Debentures issued at that time for every thirty (30) day period or
portion thereof until the Registration Statement is declared
effective.
The Company acknowledges that its failure to have the
Registration Statement declared effective within thirty (30) days
from
the Closing Date will cause the Investor to suffer damages in an
amount
that will be difficult to ascertain. Accordingly, the parties agree
that it is appropriate to include in this Agreement a provision for
liquidated damages. The parties acknowledge and agree that the
liquidated damages provision set forth in this section represents
the
parties good faith effort to qualify such damages and, as such,
agree
that the form and amount of such liquidated damages are reasonable
and
will not constitute a penalty. The payment of liquidated damages
shall
not relieve the Company from its obligations to register the Common
Stock and deliver the Common Stock pursuant to the terms of this
Agreement, the Subscription Agreement and the Debenture.
3. Obligation of the Company. In connection with the
registration of the Registrable Securities, the Company shall do
each
of the following:
(a) Prepare promptly, and file with the SEC within ten (10)
days of the Closing Date, a Registration Statement with respect to
not
less than the number of Registrable Securities provided in Section
2(a), above, and thereafter use its best efforts to cause each
Registration Statement relating to Registrable Securities to become
effective the earlier of (i) five (5) business days after notice
from
the Securities and Exchange Commission that the Registration
Statement
may be declared effective, or (b) thirty (30) days after the Closing
Date, and keep the Registration Statement effective at all times
until
the earliest of (i) the date that is two years after the Closing
Date
(ii) the date when the Investors may sell all Registrable Securities
under Rule 144 without volume limitations or (iii) the date the
Investors no longer own any of the Registrable Securities (the
Registration Period), which Registration Statement (including any
amendments or supplements thereto and prospectuses contained
therein)
shall not contain any untrue statement of a material fact or omit to
state 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;
(b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with the
Registration
Statement as may be necessary to keep the Registration effective at
all
times during the Registration Period, and, during the Registration
Period, comply with the provisions of the Securities Act with
respect
to the disposition of all Registrable Securities of the Company
covered
by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as
set
forth in the Registration Statement;
(c) Furnish to each Investor whose Registrable Securities
are
included in the Registration Statement and its legal counsel
identified
to the Company, (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company, one (1)
copy of the Registration Statement, each preliminary prospectus and
prospectus, and each amendment or supplement thereto, and (ii) such
number of copies of a prospectus, including a preliminary
prospectus,
and all amendments and supplements thereto and such other documents,
as
such Investor may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Investor;
(d) Use its best efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under
such
other securities or blue sky laws of such jurisdictions as the
Investors who hold a majority in interest of the Registrable
Securities
being offered reasonably request and in which significant volumes of
shares of Common Stock are traded, (ii) prepare and file in those
jurisdictions such amendments (including post-effective amendments)
and
supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof at all times during
the
Registration Period, (iii) take such other actions as may be
necessary
to maintain such registrations and qualification in effect at all
times
during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable
Securities
for sale in such jurisdictions: provided, however, that the Company
shall not be required in connection therewith or as a condition
thereto
to (A) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (B)
subject
itself to general taxation in any such jurisdiction, (C) file a
general
consent to service of process in any such jurisdiction, (D) provide
any
undertakings that cause more than nominal expense or burden to the
Company or (E) make any change in its articles of incorporation or
by-
laws or any then existing contracts, which in each case the Board of
Directors of the Company determines to be contrary to the best
interests of the Company and its stockholders;
(e) As promptly as practicable after becoming aware of such
event, notify each Investor of the happening of any event of which
the
Company has knowledge, as a result of which the prospectus included
in
the Registration Statement, as then in effect, includes any untrue
statement of a material fact or omits to state a material fact
required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading,
and uses its best efforts promptly to prepare a supplement or
amendment
to the Registration Statement or other appropriate filing with the
SEC
to correct such untrue statement or omission, and deliver a number
of
copies of such supplement or amendment to each Investor as such
Investor may reasonably request;
(f) As promptly as practicable after becoming aware of such
event, notify each Investor who holds Registrable Securities being
sold
(or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of any notice of
effectiveness
or any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time;
(g) Use its commercially reasonable efforts, if eligible,
either to (i) cause all the Registrable Securities covered by the
Registration Statement to be listed on a national securities
exchange
and on each additional national securities exchange on which
securities
of the same class or series issued by the Company are then listed,
if
any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation of all
the
Registrable Securities covered by the Registration Statement as a
National Association of Securities Dealers Automated Quotations
System
(NASDAQ) Small Capitalization within the meaning of Rule 11Aa2-1 of
the
SEC under the Securities Exchange Act of 1934, as amended (the
Exchange
Act), and the quotation of the Registrable Securities on the NASDAQ
Small Cap Market; or if, despite the Companys commercially
reasonable
efforts to satisfy the preceding clause (i) or (ii), the Company is
unsuccessful in doing so, to secure NASD authorization and quotation
for such Registrable Securities on the over-the-counter bulletin
board
and, without limiting the generality of the foregoing, to arrange
for
at least two market makers to register with the National Association
of
Securities Dealers, Inc. (NASD) as such with respect to such
registrable securities;
(h) Provide a transfer agent for the Registrable Securities
not
later than the effective date of the Registration Statement;
(i) Cooperate with the Investors who hold Registrable
Securities being offered to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be
offered
pursuant to the Registration Statement and enable such certificates
for
the Registrable Securities to be in such denominations or amounts as
the case may be, as the Investors may reasonably request and
registration in such names as the Investors may request; and, within
five (5) business days after a Registration Statement which includes
Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company
to
deliver, to the transfer agent for the Registrable Securities (with
copies to the Investors whose Registrable Securities are included in
such Registration /statement) an appropriate instruction and opinion
of
such counsel, if so required by the Companys transfer agent; and
(j) Take all other reasonable actions necessary to expedite
and
facilitate distribution to the Investor of the Registrable
Securities
pursuant to the Registration Statement.
4. Obligations of the Investors. In connection with the
registration of the Registrable Securities, the Investors shall have
the following obligations;
(a) It shall be a condition precedent to the obligations of
the
Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that
such Investor shall timely furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the
intended method of disposition of the Registrable Securities held by
it, as shall be reasonably required to effect the registration of
such
Registrable Securities and shall timely execute such documents in
connection with such registration as the Company may reasonably
request. At least five (5) days prior to the first anticipated
filing
date of the Registration Statement, the Company shall notify each
Investor of the information the Company requires from each such
Investor (the Requested Information) if such Investor elects to have
any of such Investors Registrable Securities included in the
Registration Statement. If at least two (2) business days prior to
the
filing date the Company has not received the Requested Information
from
an Investor (a Non-Responsive Investor), then the Company may file
the
Registration Statement without including Registrable Securities of
such
Non-Responsive Investor;
(b) Each Investor by such Investors acceptance of the
Registrable Securities agrees to cooperate with the Company as
reasonably requested by the Company in connection with the
preparation
and filing of the Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investors
election
to exclude all of such Investors Registrable Securities from the
Registration Statement; and
(c) Each Investor agrees that, upon receipt of any notice
from
the Company of the happening of any event of the kind described in
Section 3(e) or 3(f), above, such Investor will immediately
discontinue
disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Investors
receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or 3(f) and, if so directed by the
Company, such investor shall deliver to the Company (at the expense
of
the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in such Investors possession, of the
prospectus
covering such Registrable Securities current at the time of receipt
of
such notice.
5. Expenses of Registration. All reasonable expenses,
other than underwriting discounts and commissions incurred in
connection with registrations, filing or qualifications pursuant to
Section 3, but including, without limitations, all registration,
listing, and qualifications fees, printers and accounting fees, the
fees and disbursements of counsel for the Company shall be borne by
the
Company.
6. Indemnification. In the event any Registrable
Securities
are included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify
and hold harmless each Investor who holds such Registrable
Securities,
the directors, if any, of such Investor, the officers, if any, of
such
Investor, each person, if any, who controls any Investor within the
meaning of the Securities Act or the Exchange Act (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 under the Securities Act, the Exchange Act or
otherwise, insofar as such Claims (or actions or proceedings,
whether
commenced or threatened, in respect thereof) arise out of or are
based
upon any of the following statements, omissions or violations of the
Registration Statement or any post-effective amendment thereof, or
any
prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or any prospectus
included therein: (i) any untrue statement or alleged untrue
statement
of a material fact contained in the Registration Statement or any
post-
effective amendment thereof or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus if used prior to the
effective
date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the
omission
or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances
under
which the statements therein were made, not misleading or (iii) any
violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation
under the Securities Act, the Exchange Act or any state securities
law
(the matters in the foregoing clauses (i) through (iii) being
collectively referred to as Violations). The Company shall
reimburse
the Investors, 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 Section 6(a) shall not
(i)
apply to any Claims arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished
in
writing to the Company by or on behalf of any Indemnified Person
expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(b) hereof; (ii) with respect to any
preliminary
prospectus, inure to the benefit of any such person from whom the
person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of
material fact contained in the preliminary prospectus was corrected
in
the prospectus, as then amended or supplemented, if such prospectus
was
timely made available by the Company pursuant to Section 3(b)
hereof;
(iii) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the prospectus made
available by the Company; or (iv) apply to amounts paid in
settlement
of any Claim if such settlement is effected without the prior
written
consent of the Company, which consent shall not be unreasonably
withheld. Each Investor will indemnify the Company, its officers,
directors and agents (including Counsel) against any claims arising
out
of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company, by
or
on behalf of such Investor, expressly for use in connection with the
preparation of the Registration Statement, subject to such
limitations
and conditions as are applicable to the Indemnification provided by
the
Company to this Section 6. Such indemnity shall remain in full
force
and effect regardless of any investigation made by or on behalf of
the
Indemnified Person or Indemnified Party and shall survive the
transfer
of the Registrable Securities by the Investors pursuant to Section
9.
(b) Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement
of
any action (including any governmental action), such Indemnified
Person
or Indemnified Party shall, if a Claim in respect thereof is to be
made
against any indemnifying party under this Section 6, 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 or the Indemnified Party, as the case may
be; provided, however, that an Indemnified Person or Indemnified
Party
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 or
Indemnified
Party and the indemnifying party would be inappropriate due to
actual
or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in
such proceeding. In such event, the Company shall pay for only one
separate legal counsel for the Investors; such legal counsel shall
be
selected by the Investors holding a majority in interest of the
Registrable Securities included in the Registration Statement to
which
the Claim relates. 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 or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in
its
ability to defend such action. The indemnification required by this
Section 6 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.
7. Contribution. 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 Section 6 to
the
fullest extent permitted by law; provided, however, that (a) no
contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards
set
forth in Section 6; (b) no seller of Registrable Securities guilty
or
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any
seller
of Registrable Securities who was not guilty of such fraudulent
misrepresentation; and (c) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable
Securities.
8. Reports under Exchange Act. With a view to making
available to the Investors the benefits of Rule 144 promulgated
under
the Securities Act or any other similar rule or regulation of the
SEC
that may at any time permit the Investors to sell securities of the
Company to the public without registration (Rule 144), the Company
agrees to use its reasonable best efforts to:
(a) make and keep public information available, as those
terms
are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and
other
documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written
statement
by the Company that it has complied with the reporting requirements
of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the
most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested to permit the Investors
to
sell such securities pursuant to Rule 144 without registration.
9. Assignment of the Registration Rights. The rights to
have the Company register Registrable Securities pursuant to this
Agreement shall be automatically assigned by the Investors to any
transferee of in excess of fifty (50%) percent or more of the
Registrable Securities (or all or any portion of any Debenture of
the
Company which is convertible into such securities) only if: (a) the
Investor agrees in writing with the transferee or assignee to assign
such rights, and a copy of such agreement is furnished to the
Company
within a reasonable time after such assignment, (b) the Company is,
within a reasonable time after such transfer or assignment,
furnished
with written notice of (i) the name and address of such transferee
or
assignee and (ii) the securities with respect to which such
registration rights are being transferred or assigned, (c)
immediately
following such transfer or assignment the further disposition of
such
securities by the transferee or assignee is restricted under the
Securities Act and applicable state securities laws, and (d) at or
before the time the Company received the written notice contemplated
by
clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions
contained
herein. In the event of any delay in filing or effectiveness of the
Registration Statement as a result of such assignment, the Company
shall not be liable for any damages arising from such delay, or the
payments set forth in Section 2(c) hereof.
10. Amendment of Registration Rights. Any provision of
this
Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either
retroactively
or prospectively), only with the written consent of the Company and
investors who hold a majority in interest of the Registrable
Securities. Any amendment or waiver effected in accordance with
this
Section 10 shall be binding upon each Investor and the Company.
11. Interest. Nothing contained herein shall be deemed to
establish or require the payment of interest to the Investor at a
rate
in excess of the maximum rate permitted by governing law. In the
event
that the rate of interest required to be paid hereunder exceeds the
maximum rate permitted by governing law, the rate of interest
required
to be paid thereunder shall be automatically reduced to the maximum
rate
permitted under the governing and any amounts collected in excess of
the
permissible amount shall be deemed a payment of principal. To the
extent
that such excess amount exceeds the aggregate principal amount of
the
Debenture, such excess shall be returned with reasonable promptness
by
the Investor to the Company.
12. Miscellaneous.
(a) A person or entity is deemed to be a holder of
Registrable
Securities whenever such person or entity owns of record such
Registrable Securities. If the Company received conflicting
instructions, notices or elections from two or more persons or
entities
with respect to the same Registrable Securities, the Company shall
act
upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.
(b) Notices required or permitted to be given hereunder
shall
be in writing and shall be deemed to be sufficiently given when
personally delivered (by hand, by courier, by telephone line
facsimile
transmission, receipt confirmed, or other means) or sent by
certified
mail, return receipt requested, properly addressed and with proper
postage pre-paid (i) if to the Company, at its executive office (ii)
if
to the Investor, at the address set forth under its name in the
Subscription Agreement, with a copy to its designated attorney and
(iii) if to any other Investor, at such address as such Investor
shall
have provided in writing to the Company, or at such other address as
each such party furnishes by notice given in accordance with this
Section 12(b), and shall be effective, when personally delivered,
upon
receipt and, when so sent by certified mail, four (4) business days
after deposit with the United States Postal Service.
(c) Failure of any party to exercise any right or remedy
under
this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.
(d) This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California 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 California 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. The
headings
of this Agreement are for convenience of reference and shall not
form
part of, or affect the interpretation of, this Agreement. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not effect
the
validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other
jurisdiction.
This Agreement may be amended only by an instrument in writing
signed
by the party to be charged with enforcement.
(e) This Agreement constitutes the entire agreement among
the
parties hereto with respect to the subject matter hereof. There are
no
restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein. This Agreement supersedes all
prior
agreements and understandings among the parties hereto with respect
to
the subject matter hereof.
(f) Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
(g) All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context
may
require.
(h) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
thereof.
(i) This Agreement may be executed in two or more
counterparts,
each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once
executed
by a party, may be delivered to the other party hereto by telephone
line facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. A facsimile
transmission of this signed Agreement shall be legal and binding on
all
parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized
as
of the day and year first above written.
eConnect
By:
____________________________________
Name:__________________________________
Title:___________________________________
_______________________________________
(Name of Investor)
By:
____________________________________
Name:__________________________________
Title:___________________________________