Exhibit 10(p)
Agreement, dated November 14, 1996,
between PC Quote, Inc. and
Physicians Insurance Company of Ohio
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AGREEMENT
THIS AGREEMENT is made this 14th day of November, 1996, by and
between PC Quote Inc., a Delaware corporation, and Physicians
Insurance Company of Ohio, an Ohio corporation ("PICO").
1. AGREEMENT:
A. PICO agrees to purchase from PC Quote a Convertible
Subordinated Debenture in substantially the form attached
hereto (the "Debenture") in the principal amount of
$2,500,000 due December 31, 2001 with interest at an
annual rate of one percent (1%) over the prime rate as
announced from time to time by The Wall Street Journal.
Principal will be payable in full on December 31, 2001.
Interest shall accrue from the Closing Date and be
payable semi-annually beginning January 1, 1998.
Interest shall be payable in cash or, at the option of
PICO, in shares of Common Stock of PC Quote at their fair
market value at the time of such payment. The Debenture
shall be convertible at the election of PICO at any time
into 1,250,000 shares of Common Stock of PC Quote (the
"Common Stock"), subject to adjustment as set forth
therein; and the Debenture shall be redeemable by PC
Quote solely at the conclusion of the Rights offering
described below in paragraph 7 for 1,250,000 shares of
Common Stock,
subject to adjustment. The agreement also provides that
PC Quote shall, (i) at the closing of the Debenture
offering, provide for a five member Board of Directors
composed of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx XxXxxxxx,
Xxxx Xxxx and Xxxxxxx Xxxxx. Messrs. Morgan, DiBiasio and
Xxxxxxx are current members of the Board of Directors.
Messrs. Xxxx and Xxxxx have been proposed as nominees to
the Board by PICO; and (ii) establish an Executive
Committee of the Board having full powers authorized by
the Delaware General Corporation Law consisting of Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx and Xxxx Xxxx. The Debenture
offering is expected to close on or before November 21,
1996.
2. REPRESENTATIONS AND WARRANTIES OF PC QUOTE: PC QUOTE hereby
represents and warrants to PICO as follows:
A. PC Quote presently has authorized 10,000,000 shares of
Common Stock, of which 7,350,000 shares are outstanding,
1,000,000 shares are reserved for outstanding options
under the Company's Incentive Stock Option Plan and up to
100,000 shares are reserved for issuance under the
Company's Employee Stock Purchase Plan.
B. PC Quote has taken all requisite corporate action to
authorize the execution and delivery of this Agreement,
the Debenture and the transactions contemplated hereby
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and thereby, including the reservation of an aggregate of
2,500,000 shares of Common Stock for issuance upon
conversion of the Debenture and the Rights offering
described in paragraph 7 below.
C. The shares of Common Stock to be issued upon conversion
or redemption of the Debenture and in payment of any
interest thereon, when so delivered, will be duly and
validly authorized, fully paid and non-assessable.
D. Except as disclosed by the Company to PICO, the execution
and delivery of this Agreement, the Debenture and the
transactions contemplated hereby and thereby do not
conflict with, or cause a default under, any material
indenture, loan agreement, or other contract or agreement
to which PC Quote is a party or by which its property may
be bound or affected, nor any judgment or order of any
court or governmental agency to which PC Quote or its
property is subject; nor is the consent of any
governmental agency required for PC Quote's execution and
delivery of this Agreement, the Debenture or performance
of the transactions contemplated hereby and thereby
except for compliance with applicable federal and state
securities laws.
3. CLOSING DATE: The Closing Date shall be November 21, 1996, at
10:00 o'clock Chicago time, at the Company's executive
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offices in Chicago, Illinois or at such other time and place
as the parties may agree.
4. PICO REPRESENTATIONS AND WARRANTIES: PICO represents and
warrants to PC Quote as follows:
A. PICO has taken all requisite corporate action to
authorize the execution and delivery of this Agreement,
the purchase of the Debenture and the transactions
contemplated hereby and thereby, including its agreement
in connection with the Rights offering described in
paragraph 7 below.
B. The execution and delivery of this Agreement, the
purchase of the Debenture and the transactions
contemplated hereby and thereby including its agreement
in connection with the Rights offering described in
paragraph 7 below, do not conflict with, or cause a
default under, any material indenture, loan agreement, or
other contract or agreement to which PICO is a party or
by which its property may be bound or affected, nor any
judgment or order of any court or governmental agency to
which PICO or its property is subject; nor is the consent
of any governmental agency required for PICO's execution
and delivery of this Agreement, purchase of the Debenture
or performance of the transactions contemplated hereby
and thereby including PICO's agreement in connection with
the Rights offering
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described in paragraph 7 below, except requisite
compliance with applicable federal and state securities
laws.
5. PICO INVESTMENT REPRESENTATIONS:
PICO represents and warrants to PC Quote that (i) it is in
receipt of PC Quote's Forms 10-Q for the periods ended March
31, 1996 and June 30, 1996 and the draft Form 10-Q for the
quarter ended September 30, 1996; (ii) it is familiar with the
business, prospects and financial condition of PC Quote; (iii)
it understands that the Debenture and all shares of Common
Stock to be received by it upon conversion or redemption of
the Debenture or upon payment of interest will not be
registered under applicable federal or state securities laws
until such time as they are included in a Registration
Statement filed by PC Quote with the Securities Exchange
Commission; (iv) the Debenture and all such shares of Common
Stock are being acquired by PICO for its own account, for
investment purposes only, and not with a view to distribution
or resale; (v) the Debenture and all such shares of Common
Stock cannot be sold or transferred except under a
registration statement, or applicable SEC exemption (such as
Rule 144), and the Debenture and certificates for such shares
will contain a legend to such effect; (vi) representatives of
PICO have had an opportunity to review any additional
documents requested and to ask
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questions of, and receive answers from officers of PC Quote
concerning this investment; (vii) PICO and its representatives
have such knowledge and experience in financial and business
matters that PICO is capable of evaluating the merits and
risks of an investment in PC Quote; and (viii) PICO's
financial situation is such that it can comfortably hold the
Debenture and all the shares of Common Stock to be received
for the required period without selling them and can even
sustain a complete loss with respect to such Debenture and/or
shares of Common Stock.
6. STOCKHOLDER APPROVAL: As promptly as practicable PC Quote
agrees to prepare and submit for its shareholders' approval
(i) an amendment to its Certification of Incorporation to
increase its authorized shares of Common Stock to 20,000,000
shares and (ii) ratification of the transactions contemplated
by this Agreement. Such shareholder approval may be by
written consent of the holders of 51% of more of PC Quote's
outstanding shares or at the 1997 annual shareholders'
meeting.
7. RIGHTS OFFERING: PC Quote and PICO each agree as follows:
A. PC Quote agrees to prepare and file with the Securities
and Exchange Commission a Registration Statement (the
"Registration Statement"), and use its best efforts to
have such Registration Statement declared effective, for
a Rights offering to be made pro rata to all its
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Shareholders except PICO consisting of 1,250,000 shares
of Common Stock at an exercise price of $2.00 per share.
Such Rights will be non-transferrable, exercisable solely
in cash, will expire 30 days after issuance, and will
provide that PICO shall, at no cost to PICO, exercise for
$2.00 cash per share any such Right which expires
unexercised.
B. PICO agrees within three (3) business days from receipt
of written notice from PC Quote to such effect, to
purchase for $2.00 cash all shares of Common Stock
deliverable upon the exercise of all Rights which have
expired unexercised.
C. To the extent permissible under applicable Federal and
State Securities Laws, PC Quote agrees to include in the
Registration Statement those shares of Common Stock
issuable to PICO upon conversion or redemption of the
Debenture and any other shares of PC Quote common stock
then owned by PICO.
PC QUOTE, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Its: Chairman
PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ Xxxx X. Xxxx
--------------------------------
Its: President & CEO
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EXHIBIT C
Convertible Subordinated Debenture
Due 2001
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