be governed by, and construed and enforced in
accordance with, the laws of the State of Minnesota applicable to contracts made
and performed in such state, without regard to the principles thereof regarding
conflicts of laws.
9.8
Submission To Jurisdiction; Waiver Of Jury Trial. (A) BORROWERS
HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN HENNEPIN
COUNTY, MINNESOTA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN BORROWERS AND LENDER PERTAINING TO THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
LENDER.
BORROWERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWERS HEREBY WAIVE
ANY OBJECTION THAT THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS.
13
(B)
THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN
CONTRACT, TORT, OR OTHERWISE BETWEEN LENDER AND BORROWERS ARISING OUT OF,
CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN
THEM IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.
9.9
Reinstatement.
This Agreement shall continue to be effective, or
be reinstated, as the case may be, if at any time payment of all or any part of
the Obligations is rescinded or must otherwise be returned or restored by Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
either Borrower, or otherwise, all as though such payments had not been made.
[SIGNATURE PAGE FOLLOWS]
14
LOAN AND SECURITY AGREEMENT
Signature Page
In Witness Whereof, this Loan and Security Agreement has been duly executed as
of the date first written above.
BORROWER:
BORROWER:
CACHET FINANCIAL SOLUTIONS INC., a
Minnesota corporation
CACHET FINANCIAL SOLUTIONS INC., a
Delaware corporation
By:
/s/ Jefffrey C. Mack
Jeffrey C. Mack, President
Address for Notice:
Cachet Financial Solutions Inc.
Attention:
President
Southwest Tech Center A
18671 Lake Drive East
Minneapolis, MN 55317
Facsimile: (952) 698-6999
By:
/s/ Jefffrey C. Mack
Jeffrey C. Mack, President
Address for Notice:
Cachet Financial Solutions Inc.
Attention:
President
Southwest Tech Center A
18671 Lake Drive East
Minneapolis, MN 55317
Facsimile: (952) 698-6999
LENDER:
MICHAEL J. HANSON
/s/ Michael J. Hanson
Michael J. Hanson
Address for Notice:
2300 Territorial Road
Saint Paul, MN 55114
SCHEDULE A - DEFINITIONS
Capitalized terms used in this Agreement and the other Loan Documents shall have
(unless otherwise provided elsewhere in this Agreement or in the other Loan
Documents) the following respective meanings:
"Affiliate" means, with respect to any