STOCK and WARRANT PURCHASE AGREEMENT
THIS STOCK and WARRANT PURCHASE AGREEMENT is made as of 12 September 2002
between FinancialContent, Inc., a Delaware corporation (the "Company"), and
Stamford Financial Ltd., a Vanuatu limited company (the "Purchaser").
The parties agree as follows:
1. Sale of Stock. The Company agrees to sell to the Purchaser and the
Purchaser agrees to purchase an aggregate of 1,500,000 shares of the Company's
Common Stock (iStocki) at US$0.164 per share ("Share(s)"), for an aggregate cash
purchase price of US$246,000.00. (For purposes of this Agreement, all references
to "Stock" shall be deemed to include the Stock to be issued under the
Warrant(s)s contemplated hereunder.)
2. Installment Schedule for Stock Purchase. Purchaser agrees to purchase
and pay for Stock in not more than five (5) installments of 300,000 shares
minimum per installment and a minimum payment of US$49,200.00 for each
installment. The first minimum installment purchase and payment shall be made
within 45 days of the date of this Agreement and all remaining installment
purchases and payments shall made within 210 days following the date of this
Agreement.
3. Payment of Purchase Price. The payment of the purchase price shall be
paid in United States dollars by bank wire transfer to Company as set forth in
Exhibit A to this Agreement.
4. Warrants. As additional consideration for the purchase of Stock and
without separate or additional payment, the Company will upon the receipt and
acceptance of payment(s) for each aggregate block of 300,000 shares purchased,
issue an unattached Warrant to Purchaser or its assign(s) or designee(s) giving
the named Warrant holder the right to purchase 80,000 shares of Stock at
US$0.125 per share.
5. Purchaser Representations. In connection with the purchase of the Stock
and Warrants, the Purchaser represents to the Company the following:
(a) Status of Purchaser. The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of the purchase of Company Stock. The Purchaser is aware of the Company's
business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the
Stock.
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(b) Regulation S. The Purchaser understands that the Stock to be purchased by
Purchaser and the Warrant(s) to be issued pursuant to this Agreement have not
been registered under the Securities Act. Further, Purchaser understands that
the Stock and the Warrant(s) issued pursuant to this Agreement are being issued
in reliance on an exemption contained in Regulation S promulgated under the
Securities Act of 1933 ("Regulation S"), and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the applicability of such exemptions and the Purchaser's suitability
to acquire the Stock.
( c) Non-U.S. Person. The Purchaser is not, and at the time of the acquisition
of the Stock will not be, a U.S. person as defined in Regulation S. The
Purchaser is not, and at the time of the acquisition of the Stock will not be
acquiring the Stock for the benefit of a U.S. person as defined in Regulation S.
Upon consummation of the transactions contemplated in this Agreement, the
Purchaser will be the sole beneficial owner of the Common Stock issued to it
pursuant to this Agreement, and the Purchaser has not pre-arranged any sale with
any U.S. persons. For purposes of this Agreement, a U.S. person includes without
limitation, any natural person resident in the United States, any partnership or
corporation organized or incorporated under the Laws of the United States (other
than certain branches of non-U.S. banks or insurance companies), any estate of
which any executor or administrator is a U.S. person or any trust of which any
trustee is a U.S. person (with certain exceptions) and any agency or branch of a
foreign entity located in the United States, any non-discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person, any discretionary account
or similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated, or (if an individual) resident in the United
States, any partnership or corporation if: organized or incorporated under the
laws of any foreign jurisdiction; and formed by a U.S. person principally for
the purpose of investing in securities not registered under the Act, unless it
is organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a)) who are not natural persons, estates or trusts, but does not
include a natural person not resident in the United States. The "United States"
means the United States of America, its territories and possessions, any state
of the United States and the District of Columbia.
(d) Outside the U.S. The Purchaser is outside the United States as of the date
of execution and delivery of this Agreement and will be outside the United
States at the time of the purchase of Stock or entitlement and issue of Warrants
as contemplated by this Agreement; delivery of Stock will be effected by
Company's Transfer Agent to locations outside the United States, and delivery of
the Warrant(s) will be effected by the Company to locations outside the United
States.
(e) Limitations on Transfer. The Purchaser understands that the Stock and any
Warrants cannot be offered for sale, sold or otherwise transferred unless in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
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registration under the Securities Act of 1933. The Purchaser has no present
intention to sell or otherwise transfer the Stock except in accordance with the
provisions of Regulation S, pursuant to registration under the Securities Act of
1933, or pursuant to an available exemption from registration under the
Securities Act of 1933. The Purchaser understands that the Company is required,
under Rule 903 of Regulation S, to refuse to register the transfer of any of the
Stock or Warrant(s) to be received by the Purchaser, its assigns or designees,
that are not transferred pursuant to a registration statement under the
Securities Act of 1933, in compliance with Regulation S under the Securities Act
or otherwise pursuant to an available exemption from registration.
(f) Restrictive Legend. The Purchaser understands that the Stock acquired by
Purchaser shall contain a restrictive legend to the effect that transfer is
prohibited except in accordance with the provisions of this Regulation S (Rule
901 through Rule 905, and Preliminary Notes), pursuant to registration under the
Securities Act of 1933, or pursuant to an available exemption from registration;
and that hedging transactions involving those securities may not be conducted
unless in compliance with the Act.
(g) Warrant Legend. Purchaser understands that each Warrant must bear a legend
stating that the Warrant and the Stocks to be issued upon its exercise have not
been registered under the Securities Act of 1933 and that the Warrant may not be
exercised by or on behalf of any U.S. person unless registered under the
Securities Act of 1933 or an exemption from such registration is available; each
person exercising a warrant is required to give: written certification that it
is not a U.S. person and the warrant is not being exercised on behalf of a U.S.
person; or a written opinion of counsel to the effect that the Warrant and the
Stocks delivered upon exercise thereof have been registered under the Securities
Act of 1933 or are exempt from registration thereunder; and procedures are
implemented to ensure that the warrant may not be exercised within the United
States, and that the securities may not be delivered within the United States
upon exercise, other than in offerings deemed to meet the definition of
"offshore transaction" pursuant to Rule 902(h), unless registered under the
Securites Act or an exemption from such registration is available.
6. Company Representations of Company. In connection with the sale of
Stock and Warrant(s), the Company represents to the Purchaser the following:
(a) Company Compliances. The compliance by the Company with all of the
provisions of this Agreement has been duly authorized by all necessary corporate
action and the consummation of the transactions herein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its Subsidiaries is a party or by which any of them or their respective
property is bound or to which any of their property or assets is subject that
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would have a material adverse effect on the business, financial condition or
results of operations of the Corporation and its subsidiaries, taken as a whole,
nor will such action result in any violation of the provisions of the Company's
Articles of Incorporation or By-Laws of the Corporation or any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or its Subsidiaries or any of their respective
property that would have a material adverse effect on the business, financial
condition or results of operations of the Corporation and its subsidiaries,
taken as a whole; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is
required for the consummation by the Corporation of the transactions
contemplated by this Agreement.
(b) Company Authorizations. This Agreement has been duly authorized, executed
and delivered by the Corporation.
(c) Share Issue Authorized. The Shares have been duly authorized for issuance
and sale to the Purchaser pursuant to this Agreement and, when issued and
delivered by the Corporation pursuant to this Agreement against payment of the
consideration set forth herein, will be validly issued, fully paid and
non-assessable; no holder of the Shares will be subject to personal liability by
reason of being such a holder; and the issuance of the Shares is not subject to
the preemptive or other similar rights of any security holder of the
Corporation.
(d) Commercial Reasonableness. It is the opinion of the Company that the
financial terms of this Agreement were, at the time such transactions were
entered into, commercially reasonable from the Company's perspective.
(e) Materially Adverse Change in the Company's Affairs. The Company will
promptly notify the Purchaser of any event that occurs or is likely to occur
that is materially adverse to the Company's financial condition and/or its
ability to continue operations as a going concern. In the event of such
notification from Company to Purchaser, Purchaser has the right to terminate
this Agreement forthwith.
7. Company and Purchaser Joint Representation. In connection with the
transactions contemplated in this Agreement, the Company and Purchaser represent
to each other the following:Company and Purchaser hereby represent and warrant
that there has been no act or omission by Company or Purchaser which would give
rise to any valid claim against any of the parties hereto for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby.
8. Adjustment for Stock Split. All references to the number of Shares and
the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, reverse stock split or stock dividend or
other similar change in the Shares that may be made by the Company after the
date of this Agreement.
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9. Tax Consequences. The Purchaser has reviewed with the Purchaser's own
tax advisors the U.S. federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that the Purchaser
(and not the Company) shall be responsible for the Purchaser's own tax liability
that may arise from this investment or the transactions contemplated by this
Agreement.
10. General Provisions.
(a) This agreement, and all transactions contemplated hereby, shall be governed
by, construed and enforced in accordance with the laws of the State of
California. The parties herein waive trial by jury and agree to venue of a court
of subject matter jurisdiction located in Los Angeles County, State of
California. In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.
(b) This Agreement represents the entire agreement between the parties with
respect to the purchase of Stock and Warrants by the Purchaser and may only be
modified or amended in writing signed by both parties.
(c) Any notice, demand or request required or permitted to be given by either
the Company or the Purchaser pursuant to the terms of this Agreement shall be in
writing and shall be deemed given when delivered personally or deposited in the
government mail service, First Class by Air with postage prepaid, and addressed
to the parties at the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other in
writing.
(d) The rights and benefits of the Company and Purchaser under this Agreement
shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by
such successors and assigns.
(e) Either party's failure to enforce any provision or provisions of this
Agreement shall not in any way be construed as a waiver of any such provision or
provisions, nor prevent that party thereafter from enforcing each and every
other provision of this Agreement. The rights granted both parties herein are
cumulative and shall not constitute a waiver of either party's right to assert
all other legal remedies available to it under the circumstances.
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(f) Both Purchaser and Company agree upon request by the other to execute any
further documents or instruments necessary or desirable to carry out the
purposes or intent of this Agreement.
(g) Purchaser has reviewed this Agreement in its entirety, has had an
opportunity to obtain the advice of counsel before executing this Agreement and
fully understands all provisions of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first set forth above.
PURCHASER:
Stamford Financial Ltd.
a non-U.S. Person or Resident
By: /s/ Supien Sawangsri
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Mr. Supien Sawangsri
Stamford Financial Ltd.
MBE Surawong 234
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COMPANY
FinancialContent, Inc.
By: /s/ Wing Yu
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Wing Yu
Chief Executor Officer
FinancialContent, Inc.
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EXHIBIT A
FINANCIALCONTENT, INC. WIRE INSTRUCTIONS:
(to be completed by FinancialServices, Inc.)
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Wiring Instructions:
[intentionally omitted]
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