UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 3, 2015
MyECheck, Inc.
(Exact name of registrant as specified in
its charter)
| Wyoming |
000-55296 |
20-1884354 |
(State or other jurisdiction of
incorporation) |
(Commission File
Number) |
(IRS Employer Identification
No.) |
2600
E. Bidwell Street, Suite 190, Folsom, California 95630
(Address
of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (844) 693-2432
n/a
(Former name or former address, if
changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On December 2, 2015, MyECheck, Inc. (the
“Company”), entered into a securities purchase agreement effective as of December 3, 2015 (the “Securities Purchase
Agreement”) with JMJ Financial (an accredited investor hereinafter referred to as the “Purchaser”), pursuant
to which the Company agreed to issue and the Purchaser agreed to purchase (i) a 10% Original Discount Unsecured Convertible Promissory
Note (the “Convertible Note”) in the principal amount of up to $500,000, and (ii) a warrant to purchase 1,833,333 shares
of the Company’s common stock for an aggregate exercise price of $55,000 (the “Warrant”).
Pursuant to the Securities Purchase Agreement,
the Company agreed to issue the Convertible Note to the Purchaser in exchange for gross proceeds to the Company of up to $450,000
(the “Proceeds”), after deducting transaction fees and expenses. The Proceeds shall be paid as follows: (i) $100,000
in cash on December 3, 2015 (the “Initial Proceeds Payment”); and (ii) additional amounts to be paid at such times
as the Company and the Purchaser may mutually agree (each an “Additional Proceeds Payment”). The Initial Proceeds Payment
and each Additional Proceeds Payment, if any, are referred to herein as a Proceeds Payment.
The Convertible
Note is due and payable two (2) years from the date of issuance (the “Maturity Date”), less any amounts converted
or redeemed prior to the Maturity Date. If the Company repays a Proceeds Payment on or before ninety (90) days after the Company
receives the Proceeds Payment (the “Interest Free Period”), no interest will accrue with respect to that Proceeds Payment.
If a Proceeds Payment has not been repaid during the applicable Interest Free Period, a one-time interest charge of twelve percent
(12%) will be applied to the unpaid Proceeds Payment.
The
Convertible Note may be converted, in whole or in part, into shares of common stock at the option of the Purchaser holder at any
time and from time to time. The shares of common stock issuable upon conversion of the Convertible Note shall equal the principal
amount of the Convertible Note to be converted divided by the Conversion Price (as such term is defined below). The Conversion
Price is equal to the lesser of (i) $0.016 and (ii) 60% of the lowest trade price in the 25 trading days previous to the conversion.
The Warrant can
be exercised at any time on or before the five (5) year anniversary of the date the Warrant was issued.
The
foregoing descriptions of the terms of the Securities Purchase Agreement, the Convertible Note and the Warrant are qualified in
their entirety by reference to the provisions of the agreements filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K, which are incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Reference is made
to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
| Item 3.02 | Unregistered
Sales of Equity Securities |
Reference
is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The
sale and the issuance of the Convertible Note and the Warrant were offered and sold in reliance upon exemptions from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation
D promulgated under the Securities Act (“Regulation D”). We made this determination based on the representations
of the Purchaser which included, in pertinent part, that Purchaser was (a) an “accredited investor” within the meaning
of Rule 501 of Regulation D or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and upon such further representations from the Purchaser that (i) the Purchaser is acquiring the securities for its own account
for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in
connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer
the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption
or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business
matters such that it is capable of evaluating the merits and risks of an investment in the Company, (iv) the Purchaser had access
to all of the Company’s documents, records, and books pertaining to the investment and was provided the opportunity to ask
questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which
the Company possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the
liquidity in its investment in the Company and could afford the complete loss of such investment. In addition, there was no general
solicitation or advertising for securities issued in reliance upon Regulation D.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement |
| 10.2 |
|
Convertible Note |
| 10.3 |
|
Warrant |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 8, 2015 |
|
MYECHECK, INC.
|
| |
By: |
/s/ Edward R. Starrs |
| |
|
Name: Edward R. Starrs
Title: Chief Executive Officer |
| |
|
|
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
DOCUMENT SPA-12022015
This Securities Purchase
Agreement (this “Agreement”) is dated as of December 2, 2015, between MyECheck, Inc., a Wyoming corporation
(the “Company”) and JMJ Financial (the “Purchaser”) (referred to collectively herein as the
“Parties”).
WHEREAS, the Company
desires to sell and Purchaser desires to purchase a Convertible Promissory Note due, subject to the terms therein, two (2) years
from its effective date of issuance, issued by the Company to the Purchaser, in the form of Exhibit A attached hereto (the “Note”)
and a Warrant to purchase 1,833,333 shares of the Company’s common stock for a period of five (5) years from the date hereof,
issued by the Company to the Purchaser, in the form of Exhibit B attached hereto (the “Warrant,” and together
with the Note, the “Securities”) as set forth below;
NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:
| ARTICLE I | PURCHASE AND SALE |
1.1 Purchase
and Sale. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase the Note, in an aggregate principal amount of $500,000, and a Warrant to purchase 1,833,333 shares of Company common
stock with an aggregate exercise price of $55,000. The Purchaser shall deliver to the Company, via wire transfer, immediately available
funds in the amount of US $100,000 (the “Purchase Price”) and the Company shall deliver to the Purchaser the
Note and the Warrant, and the Company and the Purchaser shall deliver any other documents or agreements related to this transaction.
1.2 Effective
Date. This Agreement will become effective only upon occurrence of the two following events: execution of this Agreement, the
Note, and the Warrant by both the Company and the Purchaser, and delivery of the first payment of the Purchase Price by the Purchaser
to the Company.
1.3 Additional
Payments. The Note allows the Purchaser to pay up to $350,000 of additional consideration to the Company in such amounts and
at such dates as the Purchaser and the Company may mutually agree (each, an “Additional Payment”). Within three
(3) days after Purchaser makes any Additional Payment to the Company under the Note, the Company shall execute and deliver to the
Purchaser an additional warrant in the form of the Warrant issued hereunder with an aggregate exercise amount equal to 55% of the
dollar amount of the Additional Payment made by the Purchaser, a per share Exercise Price equal to the lesser of $0.03 per share
or the closing price per share on the date of the Additional Payment (subject to adjustment as provided therein), and the number
of shares for which the warrant is exercisable equal to the aggregate exercise amount for the additional warrant divided by the
Exercise Price per share, and any such Warrant will be immediately exercisable upon the date of issuance of such Warrant. For example,
if the Purchaser makes an Additional Payment of $50,000 and the price per share of the Company’s common stock closes at $0.01
per share on the date of the Additional Payment, the Company shall execute and deliver to the Purchaser a Warrant exercisable to
purchase 2,750,000 shares with an Exercise Price per share of $0.01 and an aggregate exercise amount of $27,500.
2.1 Successors
and Assigns. This Agreement may not be assigned by the Company. The Purchaser may assign any or all of its rights under this
Agreement and agreements related to this transaction. The terms and conditions of this Agreement shall inure to the benefit of,
and be binding upon, the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party, other than the parties hereto or their respective successors, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
2.2 Reservation
of Authorized Shares. As of the effective date of this Agreement and for the remaining period during which the Note is outstanding
and the Warrant is exercisable for shares of the Company, the Company will reserve from its authorized and unissued common stock
a sufficient number of shares (at least 75,000,000 common shares) to provide for the issuance of common stock upon the full conversion
of the Note and the full exercise of the Warrant. The Company represents that upon issuance, such shares will be duly and validly
issued, fully paid and non-assessable. The Company agrees that its issuance of the Note and the Warrant constitutes full authority
to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue
the necessary shares of common stock upon the conversion of the Note and the exercise of the Warrant. No further approval or authority
of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be
sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note or the shares contemplated
by the Warrant.
2.3 Piggyback
Registration Rights. The Company shall include on the next registration statement (but excluding any registration statement
on Form S-8) the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn)
all shares issuable upon conversion of the Note and all shares issuable upon exercise of the Warrant. Failure to do so will result
in liquidated damages of 10% of the outstanding principal balance of the Note, but not less than $50,000, being immediately due
and payable to the Purchaser at its election in the form of cash payment or addition to the balance of the Note.
2.4 Rule 144
Tacking Back and Registration Rights. Whenever the Note or Warrant or any other document related to this transaction provides
that a conversion amount, make-whole amount, penalty, fee, liquidated damage, or any other amount or shares (a “Tack Back
Amount”) tacks back to the original date of the Note, Warrant, or document for purposes of Rule 144 or otherwise, in the
event that such Tack Back Amount was registered or carried registration rights, then that Tack Back Amount shall have the same
registration status or registration rights as were in effect immediately prior to the event that gave rise to such Tack Back Amount
tacking back. For example, if the Purchaser converts a portion of the Note and receives registered shares and the Purchaser later
rescinds that conversion, the conversion amount would be returned to the principal balance of the Note and upon any future conversion
of the Note the amount converted would be convertible into shares registered on that registration statement.
2.5 Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without
regard to the principles of conflict of laws thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of
such courts.
2.6 Delivery
of Process by Purchaser to Company. In the event of any action or proceeding by the Purchaser against the Company, and only
by Purchaser against the Company, service of copies of summons and/or complaint and/or any other process which may be served in
any such action or proceeding may be made by Purchaser via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax,
or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known address or to
its last known attorney as set forth in its most recent SEC filing.
2.7 Notices.
Any notice required or permitted hereunder must be in writing and either be personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery.
2.8 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of this Agreement may be effected by email.
2.9 Expenses.
The Company and the Purchaser shall pay all of their own costs and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement. In the event any attorney is employed by either party to this Agreement with respect
to legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Agreement or because
of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing
party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and
expenses incurred, in addition to any other relief to which the prevailing party may be entitled.
2.10 No Public
Announcement. Except as required by securities law, no public announcement may be made regarding this Agreement, the Note,
the Warrant, or the Purchase Price without written permission by both the Company and the Purchaser.
2.11 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of this 2nd day of December, 2015.
| |
COMPANY: |
|
| |
|
|
|
| |
MYECHECK, INC. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Edward R. Starrs |
|
| |
|
Edward R. Starrs |
|
| |
|
Chief Executive Officer |
|
| |
|
|
|
| |
|
|
|
| |
PURCHASER: |
|
| |
|
|
|
| |
|
|
|
| |
/s/ JMJ Financial |
|
| |
JMJ Financial / Its Principal |
|
[Securities Purchase Agreement Signature
Page]
Exhibit 10.2
| MYEC |
CONVERTIBLE PROMISSORY NOTE |
Interest free if paid in full
within 3 months |
FOR VALUE RECEIVED, MyECheck, Inc., a Wyoming
corporation (the “Issuer” of this Security) with at least 4,000,000,000 common shares issued and outstanding, issues
this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Investor”)
the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective
only upon execution by both parties and delivery of the first payment of Consideration by the Investor (the “Effective Date”).
The Principal Sum is up to $500,000 (five
hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $450,000 (four hundred fifty thousand)
payable by wire (there exists a $50,000 original issue discount (the “OID”)). The Investor shall pay $100,000 of Consideration
upon closing of this Note. The Investor may pay additional Consideration to the Issuer in such amounts and at such dates as the
Investor may choose, however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments.
The Principal Sum due to THE Investor shall be based on the Consideration actually paid
by Investor (plus an approximate 10% original issue discount that is based on the Consideration actually paid by the Investor as
well as any other interest or fees) such that the Issuer is only required
to repay the amount funded and the Issuer is not required to repay any unfunded portion of this Note. The Maturity Date
is two years from the Effective Date of each payment (the “Maturity Date”) and is the date upon which the Principal
Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of
$0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are
not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system
and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15%
discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the
Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding.
1. ZERO Percent Interest
for the First Three Months. The Issuer may repay this Note at any time on or before 90 days from the Effective Date, after
which the Issuer may not make further payments on this Note prior to the Maturity Date without written approval from the Investor.
If the Issuer repays a payment of Consideration on or before 90 days from the Effective Date of that payment, the Interest Rate
on that payment of Consideration shall be ZERO PERCENT (0%). If the Issuer does not repay a payment of Consideration on or
before 90 days from its Effective Date, a one-time Interest charge of 12% shall be applied to the Principal Sum. Any interest payable
is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Issuer.
2. Conversion. The Investor has
the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the
Conversion Price. Conversions may be delivered to the Issuer by method of the Investor’s choice (including but not limited
to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further
payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculation of
the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed to have
irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shall deliver
the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days of conversion
notice delivery.
3. Conversion Delays. If the
Issuer fails to deliver shares in accordance with the timeframe stated in Section 2, the Investor, at any time prior to selling
all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares
and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Issuer
(under the Investor’s and the Issuer’s expectations that any returned conversion amounts will tack back to the original
date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive
of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day (inclusive of
the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of the Note (under
the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note).
4. Reservation of Shares. At
all times during which this Note is convertible, the Issuer will reserve from its authorized and unissued Common Stock to provide
for the issuance of Common Stock upon the full conversion of this Note. The Issuer will at all times reserve at least 75,000,000
shares of Common Stock for conversion.
5. Piggyback Registration Rights.
The Issuer shall include on the next registration statement the Issuer files with SEC (or on the subsequent registration statement
if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in
liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000, being immediately due and
payable to the Investor at its election in the form of cash payment or addition to the balance of this Note.
6. Terms of Future Financings.
So long as this Note is outstanding, upon any issuance by the Issuer or any of its subsidiaries of any security with any term more
favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to the Investor in this Note, then the Issuer shall notify the Investor of such additional or more favorable term and such term,
at the Investor’s option, shall become a part of the transaction documents with the Investor. The types of terms contained
in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement
price per share, and warrant coverage.
7. Default. The following are
events of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable
by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable
(or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Issuer
or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or
discharged within sixty (60) days; or (iv) the Issuer shall become insolvent or generally fails to pay, or admits in writing its
inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Issuer shall make a general
assignment for the benefit of creditors; or (vi) the Issuer shall file a petition for relief under any bankruptcy, insolvency or
similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Issuer; or (viii)
the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholders shall lose the ability to deposit
(either electronically or by physical certificates, or otherwise) shares into the DTC System; or (ix) the Issuer shall become delinquent
in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) the Issuer shall fail to meet all requirements
to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing
requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure
of financial statements on its website.
8. Remedies. In the event of
any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other
amounts owing in respect thereof through the date of acceleration, shall become, at the Investor’s election, immediately
due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding
principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided
by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion
Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher
VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages,
fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in the eventual
acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum
or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Investor need not
provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Investor may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by the Investor at any time prior to payment hereunder
and the Investor shall have all rights as a holder of the note until such time, if any, as the Investor receives full payment pursuant
to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent
thereon. Nothing herein shall limit the Investor’s right to pursue any other remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure
to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms
hereof.
9. No Shorting. The Investor
agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect
“short sales” of the Common Stock or hedging transaction which establishes a net short position with respect to the
Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor
immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such
conversion notice would not be considered short sales.
10. Assignability. The Issuer
may not assign this Note. This Note will be binding upon the Issuer and its successors and will inure to the benefit of the Investor
and its successors and assigns and may be assigned by the Investor to anyone without the Issuer’s approval.
11. Governing Law. This Note
will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict
of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade County, in the State
of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.
12. Delivery of Process by the Investor
to the Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by the Investor against
the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding
may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by
mailing or otherwise delivering a copy of such process to the Issuer at its last known attorney as set forth in its most recent
SEC filing.
13. Attorney Fees. If any attorney
is employed by either party with regard to any legal or equitable action, arbitration or other proceeding brought by such party
for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the
provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.
14. Opinion of Counsel. In the
event that an opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion
provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’s counsel.
15. Notices. Any notice required
or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile
or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.
| Issuer: |
|
Investor: |
| |
|
|
| /s/ Edward R. Starrs |
|
/s/ JMJ Financial |
| Edward R. Starrs |
|
JMJ Financial |
| MyECheck, Inc. |
|
Its Principal |
| Chief Executive Officer |
|
|
| |
|
|
| |
|
|
| Date: December 2, 2015 |
|
Date: December 2, 2015 |
[Signature Page to Convertible Promissory
Note]
Exhibit 10.3
THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND
THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
COMMON STOCK PURCHASE WARRANT
DOCUMENT W-12022015
MYECHECK,
INC.
| Warrant Shares: 1,833,333 | |
Initial Issue Date: December 2, 2015 |
| Aggregate Exercise Amount: $55,000 | |
|
THIS COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JMJ Financial, its Principal, or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close
of business on the five (5) year anniversary of the Initial Exercise Date (as subject to adjustment hereunder, the “Termination
Date”), to subscribe for and purchase from MYECHECK, INC., a Wyoming corporation (the “Company”),
up to 1,833,333 shares (as subject to adjustment herein, the “Warrant Shares”) of common stock of the Company
(the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the
Exercise Price, as defined in Section 1.2.
The Holder will
have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities Purchase Agreement Document SPA-12022015 dated December
2, 2015 between the Company and the Holder (the “Agreement”).
1.1 Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the
Initial Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of
a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) business days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or check drawn on a United States bank unless the cashless exercise procedure specified in
Section 1.3 below is specified in the applicable Notice of Exercise. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of
Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the
Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise form within 24 hours of receipt of such notice. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of
a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may
be less than the amount stated on the face hereof.
1.2 Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.03 per share, subject to adjustment hereunder
(the “Exercise Price”). The aggregate exercise price is $55,000.
1.3 Cashless
Exercise. If at any time after the earlier of (i) the six (6) month anniversary of the date of the Agreement and (ii) the
completion of the then-applicable holding period required by Rule 144, or any successor provision then in effect, there is no
effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the
Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
(X)] by (A), where:
(A) = the VWAP
on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;
(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.
1.4 Termination.
On the Termination Date, if all or any portion of this Warrant remains unexercised, the Termination Date shall be automatically
extended for two years.
1.5 Delivery
of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within two (2) business days
of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”).
For example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1st, the
Company’s transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer by
no later than 2:30 pm eastern time on Wednesday January 3rd. The Warrant Shares shall be deemed to have been issued,
and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date of delivery of the Notice of Exercise. Holder may assess penalties or liquidated damages (both
referred to herein as “penalties”) as follows. For each exercise, in the event that shares are not delivered by the
third business day (inclusive of the day of exercise), the Company shall pay the Holder in cash a penalty of $2,000 per day for
each day after the third business day (inclusive of the day of exercise) until share delivery is made. The Company will not be
subject to any penalties once its transfer agent correctly processes the shares to the DWAC system. The Company will make its
best efforts to deliver the Warrant Shares to the Holder the same day or next day.
1.6 Delivery
of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled
without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the
Company shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to
the original date of this Warrant.
1.7 Warrant
Exercise Rescission Rights. For any reason in Holder’s sole discretion, including if the Warrant Shares are not delivered
by DWAC/FAST electronic transfer or in accordance with the timeframe stated in Section 1.5, or for any other reason, Holder may,
at any time prior to selling those Warrant Shares rescind such exercise, in whole or in part, in which case the Company must, within
three (3) days of receipt of notice from the Holder, repay to the Holder the portion of the exercise price so rescinded and reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which the exercise was rescinded and, for purposes of Rule
144, such reinstated portion of the Warrant and the Warrant Shares shall tack back to the original date of this Warrant. If Warrant
Shares were issued to Holder prior to Holder’s rescission notice, upon return of payment from the Company, Holder will, within
three (3) days of receipt of payment, commence procedures to return the Warrant Shares to the Company.
1.8 Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or
the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not
honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in
cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
1.9 Make-Whole
for Market Loss after Exercise. At the Holder’s election, if the Company fails for any reason to deliver to the Holder
the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate) and if the Holder incurs a Market
Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the
amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as follows:
Market Price Loss = [(High trade price
on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number of Warrant Shares)]
The Company must pay the Market Price
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.
1.10 Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder
may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and
the Company must make the Holder whole as follows:
Failure to Deliver Loss = [(High trade
price at any time on or after the day of exercise) x (Number of Warrant Shares)]
The Company must pay the Failure to
Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.
1.11 Choice
of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections 1.9
or 1.10 of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
1.12 Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The
Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.
1.13 Holder’s
Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise
any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock
outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder,
the Company shall within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.
2.1 Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
2.2 Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
offer, sale, grant or any option to purchase or other disposition) any Common Stock (including pursuant to the terms of any outstanding
securities issued prior to the issuance of this security (including, but not limited to, warrants, convertible notes, or other
agreements)) or any security entitling the holder thereof (including sales or grants to the Holder) to acquire Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (a “Common Stock Equivalent”),
at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder
of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share
which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share
that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such
date of the Dilutive Issuance at such effective price regardless of whether such holder has received or ever receives shares at
such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced
and only reduced to equal the Base Share Price and consequently the number of Warrant Shares issuable hereunder shall be increased
such that the Aggregate Exercise Amount hereunder, after taking into account the decrease in the Exercise Price, shall be equal
to the Aggregate Exercise Amount prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the business day following the issuance
or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 2.2, indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). In addition, the Company shall provide the Holder, whenever the Holder requests at any time while
this Warrant is outstanding, a schedule of all issuances of Common Stock or Common Stock Equivalents since the date of the Agreement,
including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other
pricing terms. The term issuances shall also include all agreements to issue, or prospectively issue Common Stock or Common Stock
Equivalents, regardless of whether the issuance contemplated by such agreement is consummated. The Company shall notify the Holder
in writing of any issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance, the Holder
is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company
shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at
which such securities may be converted or exercised. “Variable Rate Transaction” means a transaction in which
the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to
being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii)
enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at
a future determined price.
2.3 Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 2.1 or 2.2 above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in
the Holder exceeding the Beneficial Ownership Limitation).
2.4 Pro Rata
Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock
(and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock (which shall be subject to Section 2.3), then in each such case the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of
the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair
market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed
applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed
or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.
2.5 Notice
to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly
notify the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
| ARTICLE 3 | COMPANY COVENANTS |
3.1 Reservation
of Shares. As set forth in Section 2.2 of document SPA-12022015, as of the issuance date of this Warrant and for the remaining
period during which the Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents
that upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that
its issuance of this Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty
of executing and issuing shares to execute and issue the necessary Warrant Shares upon the exercise of this Warrant. No further
approval or authority of the stockholders of the Board of Directors of the Company is required for the issuance of the Warrant
Shares.
3.2 No Adverse
Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.
4.1 Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
4.2 Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder
or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant, shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this
Warrant. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
4.3 Assignability.
The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and will inure to the
benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing without the Company’s
approval.
4.4 Notices.
Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery.
4.5 Governing Law.
This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard
to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade County, in
the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.
4.6 Delivery
of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder
against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action
or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server,
or by mailing or otherwise delivering a copy of such process to the Company at its last known address or to its last known attorney
set forth in its most recent SEC filing.
4.7 No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised,
this Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term
may be interpreted by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s
Common Stock exceeds the Exercise Price.
4.8 Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
4.9 Attorney
Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to
any other relief to which the prevailing party may be entitled.
4.10 Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel. Holder also has the right to have any such opinion provided by the Company’s
counsel.
4.11 Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.
4.12 Amendment
Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.
4.13 No Shorting.
Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or effect any “short
sale” of the common stock or hedging transaction which establishes a net short position with respect to the common stock
of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately completed
Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares
issuable under such Notice of Exercise would not be considered short sales.
* * *
IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| |
MYECHECK, INC. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Edward R. Starrs |
|
| |
|
Edward R. Starrs |
|
| |
|
Chief Executive Officer |
|
| |
|
|
|
| |
|
|
|
| |
HOLDER: |
|
| |
|
|
|
| |
|
|
|
| |
/s/ JMJ Financial |
|
| |
JMJ Financial / Its Principal |
|
NOTICE OF EXERCISE
To: MYECHECK,
INC.
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.
(2) Payment
shall take the form of (check applicable box):
[ ] in lawful
money of the United States; or
[ ] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section
1.3.
(3) Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:
_______________________________
The Warrant Shares shall be delivered to the
following DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.
[SIGNATURE
OF HOLDER]
Name: _______________________________________
Date: ________________________________________