Exhibit 10.14
SUBSCRIPTION AGREEMENT
FinancialContent, Inc.
a Delaware Corporation
Xx. Xxxxx "Gurkan" Fidan
XxxxxxxxxXxxxxxx.xxx, Inc.
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Dear Xx. Xxxxx:
The undersigned (the "Subscriber") understands that FinancialContent, Inc., a
Delaware corporation (the "Company") is offering for sale 588,678 shares of
common stock of the Company ("Shares") in consideration of 1,142,856 shares of
common stock of XxxxxxxxxXxxxxxx.xxx, Inc., a Delaware corporation
("XxxxxxxxxXxxxxxx.xxx").
The Subscriber acknowledges and understands that the offering of the Shares (the
"Offering") is being made without registration of the Shares under the
Securities Act of 1933, as amended (the "Act"), or any securities, "blue sky" or
other similar laws of any state ("State Securities Laws").
1. Subscription. The Subscriber hereby subscribes for and agrees to
purchase the Shares for the aggregate purchase consideration of
1,142,856 shares of common stock of XxxxxxxxxXxxxxxx.xxx.
2. Payment for the Shares. The undersigned herewith tenders the
consideration ("Purchase Shares") required to purchase the amount of
Shares subscribed for hereunder. Transfer of the Purchase Shares is
being made on November 19, 2001, at 10:00 a.m. at the offices of the
Company located at 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxxx 00000.
If this subscription is not accepted or the Offering is terminated by
the Company for any reason all documents will be returned to the
Subscriber.
3. Acceptance of Subscription. The Subscriber understands and acknowledges
that the Company has the unconditional right, exercisable in its sole
and absolute discretion, to (i) accept or reject this Subscription
Agreement, in whole or in part, (ii) no subscription shall be valid
unless and until accepted by the Company, (iii) this Subscription
Agreement shall be deemed to be accepted by the Company only when it is
signed by an authorized officer of the Company on behalf of the
Company, and (iv) notwithstanding anything in this Subscription
Agreement to the contrary, the Company shall have no obligation to
issue the Shares to any person to whom the issuance of the Shares would
constitute a violation of the Act or any State Securities Laws. The
Company will cause the Secretary of the Company to deliver the Shares
purchased by the Subscriber to the Subscriber promptly after the
Company has accepted this Subscription Agreement.
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4. Representations and Warranties of the Subscriber. The Subscriber hereby
represents and warrants to and covenants with the Company, as well as
each officer, director and agent of the Company, and each soliciting
broker, if any, as follows:
(a) General
(i) The Subscriber has all requisite authority to
enter into this Subscription Agreement and to perform all the
obligations required to be performed by the Subscriber
hereunder.
(ii) The Subscriber is the sole party in interest and
is not acquiring the Shares as an agent or otherwise for any
other person. The Subscriber is a resident of the state set
forth opposite its name on the signature page hereto and (a)
if a corporation, partnership, trust or other form of business
organization, it has its principal office within such state;
(b) if an individual, he or she has his or her principal
residence in such state; and (c) if a corporation,
partnership, trust or other form of business organization
which was organized for the specific purpose or acquiring the
Shares, all of the beneficial owners are residents of such
state.
(iii) The Subscriber recognizes that the total amount
of consideration tendered to purchase the Shares is placed at
the risk of the business and may be completely lost. The
purchase of the Shares of the Company as an investment
involves extreme risk.
(iv) The Subscriber realizes that the Shares cannot
readily be sold as there will be no public market therefor,
that it may not be possible to sell or dispose of the and
therefore the Shares must not be purchased unless the
Subscriber has liquid assets sufficient to assure that such
purchase will cause no undue financial difficulties and the
Subscriber can provide for current needs and possible personal
contingencies.
(v) The Subscriber confirms and represents that
he/she is able (i) to bear the economic risk of his/her
investment, (ii) to hold the securities for an indefinite
period of time, and (iii) to afford a complete loss of his/her
investment. The Subscriber also represents that he/she has (i)
adequate means of providing for his/her current needs and
possible personal contingencies, and (ii) has no need for
liquidity in this particular investment.
(vi) The Subscriber represents that he/she has
sufficient knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
the proposed investment.
(vi) The Subscriber has not become aware of the
offering of Shares of the Company by any form of general
solicitation or advertising, including, but not limited to
advertisements, articles, notices or other communications
published in any newspaper, magazine or other similar media or
broadcast over television or radio or any seminar or meeting
where those individuals that have attended have been invited
by any such or similar means of general solicitation or
advertising.
(vii) The Subscriber represents and warrants that the
Company has not provided any advice to him/her regarding any
federal or state tax liabilities the transaction herein may
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impose upon the Subscriber and that the Subscriber has been
advised by the Company to seek independent tax advice relating
to this transaction.
(b) Information Concerning the Company.
(i) The Subscriber has been provided access to all
information requested in evaluating his/her purchase of the
Shares.
(ii) The Subscriber is familiar with the business and
financial condition, properties, operations and prospects of
the Company, and, at a reasonable time prior to the execution
of this Subscription Agreement, has been afforded the
opportunity to ask questions of and received satisfactory
answers from the Company's officers and directors, or other
persons acting on the Company's behalf, concerning the
business and financial condition, properties, operations and
prospects of the Company and concerning the terms and
conditions of the offering of the Shares and has asked such
questions as it desires to ask and all such questions have
been answered to the full satisfaction of the Subscriber.
(iii) The Subscriber understands that, unless the
Subscriber notifies the Company in writing to the contrary
before the Closing, all the representations and warranties
contained in this Subscription Agreement will be deemed to
have been reaffirmed and confirmed as of the Closing, taking
into account all information received by the Subscriber.
(iv) The Subscriber understands that the purchase of
the Shares involves various risks.
(v) No representations or warranties have been made
to the Subscriber by the Company as to the tax consequences of
this investment, or as to profits, losses or cash flow which
may be received or sustained as a result of this investment.
(vi) All documents, records and books pertaining to a
proposed investment in the Shares which the Subscriber has
requested have been made available to the Subscriber.
(c) Status of the Subscriber
(i) The Subscriber represents that the Subscriber is
an Accredited Investor as the term Accredited Investor is
defined in Rule 501 of Regulation D of the Act. (check each
category of "Accredited Investor" below which is applicable to
the Subscriber):
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( ) (A) a natural person whose individual net worth,
or joint net worth with that person's spouse, at the time of
his purchase exceeds $1,000,000;
( ) (B) a natural person who had an individual income
in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000
in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
( ) (C) a bank as defined in Section 3(a)(2) of the
Act or a savings and loan association or other institution as
defined in Section 3(a)(5) (A) of the Act, whether acting in
its individual or fiduciary capacity; broker or dealer
registered pursuant to Section 15 of the Securities Exchange
Act of 1934; an insurance partnership as defined in Section
2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 (the "1940 Act") or business
development company as defined in Section 2(a) (48) of the
1940 Act; a Small Business Investment Company licensed by the
U.S. Small Business as defined under Section 301(c) or (d) of
the Small Investment Act of 1958; a plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees if such plan
has total assets in excess of $5,000,000; or an employee
benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the investment
decision is made by a plan fiduciary, as defined in Section
3(21) of ERISA, which fiduciary is either a bank, savings and
loan association, insurance company or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are
Accredited Investors (as listed in categories (A) - (G));
( ) (D) a private business development company as
defined in Section 202(a) (22) of the Investment Advisors Act
of 1970;
( ) (E) an organization described in Section 501
(c)(3) of the Internal Revenue Code, a corporation,
Massachusetts or similar business trust, or a partnership,
with total assets in excess of $5,000,000, and which was not
formed for the specific purpose of acquiring the Common Stock;
( ) (F) a trust, with total assets in excess of
$5,000,000 not formed for the specific purposes of acquiring
the Common Stock whose purchase is directed by a person who
has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks
of an investment in the Common Stock; and
( ) (G) an entity in which all of the equity owners
are Accredited Investors (as listed in categories (A) - (F))
or is an Accredited Investor defined by Regulation D.
(ii) The Subscriber is a non-accredited investor and;
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( ) (A) The Subscriber represents that he/she has
sufficient knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
the proposed investment.
( ) (B) The Subscriber represents that he/she has a
preexisting relationship with the Company.
( ) (C) The Subscriber represents that he/she has
received the current financial information on the Company to
review and in fact has reviewed the documents.
(iii) The Subscriber agrees to furnish any additional
information requested to assure compliance with applicable
Federal and State Securities Laws in connection with the
purchase and sale of the Common Stock.
(d) Restrictions on Transfer or Sale of the Shares or
Securities Underlying the Shares
(i) The Subscriber is acquiring the Shares subscribed
solely for the Subscriber's own beneficial account, for
investment purposes, and not with view to, or for resale in
connection with, any distribution of the Shares. The
Subscriber understands that the offer and the sale of the
Shares has not been registered under the Act or any State
Securities Laws by reason of specific exemptions under the
provisions thereof which depend in part upon the investment
intent of the Subscriber and of the other representations made
by the Subscriber in this Subscription Agreement. The
Subscriber understands that the Company is relying upon the
representations, covenants and agreements contained in this
Subscription Agreement (and any supplemental information) for
the purposes of determining whether this transaction meets the
requirements for such exemptions.
(ii) The Subscriber understands that the Shares are
all "restricted securities" under applicable federal
securities laws and that the Act and the rules of the
Securities and Exchange Commission (the "Commission") provide
in substance that the Subscriber may dispose of the Shares
only pursuant to an effective registration statement under the
Act or an exemption therefrom. The certificates evidencing the
Shares offered hereby will bear a legend which clearly sets
forth this restriction. The Subscriber understands that the
Subscriber may not at any time demand the purchase by the
Company of the Subscriber's Shares. The legend will state as
follows:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND
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ANY APPLICABLE STATE SECURITIES LAWS OR PURSUNAT TO AN EXEMPTION FROM
REGISTRATION AND DELIVERY TO FINANCIALCONTENT, INC. OF AN OPINION OF LEGAL
COUNSEL SATISFACTORY TO FINANCIALCONTENT, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS".
(iii) The Subscriber agrees: (A) that the Subscriber
will not sell, assign, pledge, give, transfer or otherwise
dispose of the Shares, or any interest therein, or make any
offer or attempt to do any of the foregoing, except pursuant
to a registration of the Shares under the Act and all
applicable State Securities Laws or in a transaction which is
exempt from the registration provisions of the Act and all
applicable State Securities Laws; (B) that the Company and any
transfer agent for the Shares of the Company shall not be
required to give effect to any purported transfer of any of
the Shares except upon compliance with the foregoing
restrictions; and (C) that a restrictive legend will be placed
on the certificates representing the Shares.
(iv) The Subscriber has not offered or sold any
portion of the Shares subscribed for and has no present
intention of dividing such Shares with others or of reselling
or otherwise disposing of any portion of such Shares either
currently or after the passage of a fixed or determinable
period of time or upon the occurrence or nonoccurrence of any
predetermined event or circumstance.
(v) If (but without any obligation to do so) the
Company proposes to register any of its stock or other
securities under the Securities Act in connection with the
public offering of such securities solely for cash (other than
a registration of securities on Form S-4 or Form S-8 (or any
successor form adopted by the SEC)), the Subscriber shall have
the right to "piggy-back" the registration of his/her shares
on all such registrations of the Company's securities.
5. Survival and Indemnification. All representations, warranties and
covenants contained in this Agreement and the indemnification contained
in this Paragraph 5 shall survive (i) the acceptance of the
Subscription Agreement by the Company (ii) changes in this transaction
and documents related to this transaction which are not material or
which are to the benefit of the Subscriber, and (iii) the death or
disability of the Subscriber. The Subscriber acknowledges the meaning
and legal consequences of the representations, warranties and covenants
in Paragraph 4 hereof and that the Company has relied upon such
representations, warranties and covenants in determining the
Subscriber's qualification and suitability to purchase the Shares. The
Subscriber hereby agrees to indemnify, defend and hold harmless the
Company, and its officers, directors, employees, agents and controlling
persons, from and against any and all losses, claims, damages,
liabilities, expenses (including attorneys' fees and disbursements),
judgment or amounts paid in settlement of actions arising out of or
resulting from the untruth of any representation herein or the breach
of any warranty or covenant herein. Notwithstanding the foregoing,
however, no representation, warranty, covenant or acknowledgment made
herein by the Subscriber shall in any manner be deemed to constitute a
waiver of any rights granted to it under the Securities or State
Securities laws.
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6. Conditions to Obligations of the Company. The obligations of the
Company to sell the Shares specified herein is subject to the condition
that the representations and warranties of the Subscriber contained in
Paragraph 4 hereof shall be true and correct on and as of the Closing
in all respects with the same effect as though such representations and
warranties had been made on and as of the Closing.
7. Notices. All notices and other communications provided for herein shall
be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt
requested, postage prepaid, or overnight air courier guaranteeing next
day delivery:
(a) if to the Company, to it at the following address:
FinancialContent, Inc.
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
(b) if to the Subscriber, at the address set forth on the last
page hereof or directly to the Subscriber at the address set
forth on the signature page hereto, or at such other address
as either party shall have specified by notice in writing to
the other.
All notice and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; two days after
being deposited in the mail, postage prepaid, if mailed; and the next
day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.
If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the
addressee receives it.
8. Notification of Changes. The Subscriber agrees and covenants to notify
the Company immediately upon the occurrence of any event prior to the
Closing which would cause any representation, warranty, covenant or
other statement contained in the Subscription Agreement to by false or
incorrect or of any change in any statement made herein occurring prior
to the Closing.
9. Assignability. This Subscription Agreement is not assignable by the
Subscriber, and may not be modified, waived or terminated except by an
instrument in writing signed by each of the parties hereto.
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10. Binding Effect. Except as otherwise provided herein, this Subscription
Agreement shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal
representatives and assigns, and the agreements, representations,
warranties and acknowledgments contained herein shall be deemed to be
made by and be binding upon such heirs, executors, administrators,
successors, legal representatives and assigns. If the Subscriber is
more than one person, the obligation of the Subscriber shall be joint
and several and the agreements, representations, warranties and
acknowledgments contained herein shall be deemed to be made by and be
binding upon each such person and his heirs, executors, administrators
and successors.
11. Obligations Irrevocable. The obligations of the Subscriber shall be
irrevocable, except with the consent of the Company, until the Closing
or earlier termination of the Offering.
12. Entire Agreement. This Subscription Agreement constitutes the entire
agreement of the Subscriber and the Company relating to the matters
contained herein, superseding all prior contracts or agreements,
whether oral or written.
13. Governing Law. This Subscription Agreement shall be governed and
controlled as to the validity, enforcement, interpretations,
construction and effect and in all other aspects by the substantive
laws of the State of Pennsylvania.
14. Severability. If any provision of this Subscription Agreement or the
application thereof to any Subscriber or circumstance shall be held
invalid or unenforceable to any extent, the remainder of this
Subscription Agreement and the application of such provision to other
subscriptions or circumstances shall not be affected thereby and shall
be enforced to the greatest extent permitted by law.
15. Headings. The headings in this Subscription Agreement are inserted for
convenience and identification only and are not intended to describe,
interpret, define, or limit the scope, extent or intent of this
Subscription Agreement or any provision hereof.
16. Counterparts. This Subscription Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall be deemed to
be one and the same agreement.
17. Documents Being Tendered. The Subscriber hereby tenders a completed and
executed copy of this Subscription Agreement, along with the
consideration for the Shares subscribed.
18. Amount of Shares Subscribed For. The Subscriber hereby subscribes to
purchase the following number of Shares, for the following Subscription
Amount.
Shares: 588,678
Consideration: 1,142,856 shares of common stock of FinancialContent.
com, Inc.
IN WITNESS WHEREOF, the undersigned Subscriber has executed this
Subscription Agreement this ____ day of _______________, 2001.
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EXECUTION
Please execute this Subscription Agreement by completing the
appropriate section below.
1. If the subscriber is an INDIVIDUAL, complete the following:
------------------------------------
Signature of Investor
------------------------------------
Name (Please type or print)
------------------------------------
Social Security Number (or Tax I.D.)
Signature of Spouse or
Co-Owner if funds are to be
invested as joint tenants
by the entirety or
community property.
------------------------------------
Name (Please type or print)
================================================================================
ACCEPTED by the Company this the ____ day of __________, 2001.
FINANCIALCONTENT, INC., A DELAWARE CORPORATION.
By:
-------------------------------------
Xxxxxxx Xxxx, Chief Executive Officer
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