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 Company's 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 Company's 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 Company's 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 Company's 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 Investor's 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 Investor's 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
Investor's election to exclude all of such Investor's 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 Investor's 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 Investor's
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:___________________________________