EXHIBIT 4.32
PROPOSED INVESTOR RELATIONS SERVICES AGREEMENT WITH
THE FINANCIAL GLOBE, INCORPORATED
INVESTOR RELATIONS SERVICES AGREEMENT
This Agreement is made as of the 31st day of July, 2000 by and between
The Financial Globe, Incorporated, a Florida corporation (hereafter called
"TFG") and Xxxxxx.xxx, Inc. (hereafter called the "Client"). This Agreement
commences July 31, 2000 and terminates January 31, 2001.
RECITALS
The Client wishes to retain TFG to provide the Investor Relations
Services described below to the Client.
TFG is willing to provide such Investor Relations Services.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
1. FURNISHING OF INFORMATION BY THE CLIENT. The Client shall
furnish TFG information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information and
background of the Client's officers and directors (the "Information Package").
The Client agrees to keep the information contained in the Information Package
current so that it does not contain statements or omissions that would be
considered materially misleading by investors in the Client's securities ("False
Information"). The Client also agrees to keep current in all its disclosure
filings with federal and state securities authorities. TFG is not obligated to
assess the financial viability of the Client and is entitled to assume, in the
absence of notice or information to the contrary, that the contents of the
Information Package are accurate and timely.
2. COVENANTS OF THE CLIENT. The Client covenants that the
Information Package and any information submitted to TFG for dissemination
pursuant to this Agreement will not contain any materially untrue statements on
omissions, will be in material compliance with all copyright and other
applicable laws and regulations and will not be submitted to TFG by the Client
in furtherance of any violation of law.
3. ASSUMPTION OF LIABILITY AND INDEMNIFICATION. The Client agrees
to indemnify and hold harmless TFG from and against loss, liability, claim or
expense to which it may become subject (including reasonable attorney's fees) as
a result of false information included by the Client in the Information Package
or in any additional material prepared by TFG for dissemination by TFG pursuant
to this Agreement and approved in advance by the Client (the
E-47
"Noble Information") and disseminated by TFG; provided that such indemnification
shall not extend to claims involving misconduct, negligence or breach of this
Agreement by TFG. TFG agrees to indemnify and hold harmless the Client from and
against all loss, liability, claim or expense to which it may become subject
(including reasonable attorney's fees) as a result of misconduct, negligence or
breach of this Agreement by TFG, including misuse of any information about the
Client or false information disseminated by TFG provided that such
indemnification shall not extend to claims resulting from willful or negligent
breach of the Agreement by the Client.
4. TERM; TERMINATION. This Agreement shall have a term of six
(6) months from the date first set forth above. This Agreement may also be
terminated by any party at any time for any reason on not less than thirty (30)
days' prior written notice. This Agreement may also be terminated by either
party immediately in writing for cause, which shall be limited to: breach of
this Agreement, dissemination of false and misleading information, engaging in
illegal business activities or doing business with persons or firms engaged in
illegal activities. Upon termination of this Agreement (except in the case of a
termination by the Client for cause) TFG shall promptly be paid all amounts due
it hereunder through the date of termination.
5. The following is a catalogue of services to be provided by
TFG.
1. TFG agrees to allow the Client to refer to TFG all
investor relations-related inquiries received by the
Client.
2. TFG will provide to Client as needed an appropriate
Weberator video facility for conferences/
teleconferences with institutions, funds, investors
and brokers.
3. TFG will, upon Client's prior approval of expenses,
arrange and coordinate meetings and conferences for
Client exposure.
4. TFG will utilize all proprietary networks and other
distribution media to disseminate information
requested by Client, as noted below:
o XXXX://XXXXXXXXXXXXXXXXX.XXX and
XXX.XXXXXXXXXXXXX.XXX.
o attempt to secure a buy recommendation on Client's
common stock from at least one reputable investment
banking firm
o "To the Point" newsletter distribution
o email blasts to TFG's database
o follow up email blasts on press releases sent to
TFG's database
o broadcast fax -- approved material as available
E-48
o press releases via selected news media
o preparation and distribution of bullet sheet
updates to appropriate group(s) containing
pertinent information regarding Client
o 24 hour fax-on-demand service to inquiries for
written, approved (on hand) financial material
regarding Client
o hyperlink to Client website (if available) from
xxxx://xxxxxxxxxxxxxxxxx.xxx
o distribute via U.S. mail Client provided investor
packages to current and prospective fund managers,
investors and brokers at actual mailing costs only
- TFG will not charge Client for handling costs.
6. All material to be disseminated by TFG hereunder must be pre-
approved by Client.
7. COMPENSATION OF SERVICES BY CLIENT. Services to Client by TFG
will commence upon receipt of a signed counterpart of this Agreement from
Client.
Client agrees to compensate TFG for services rendered hereunder at the
times, in the manner and according to the conditions specified in Annex A
attached hereto. Client agrees to pay all pre-approved expenses within 30 days
of receipt of invoice.
IN WITNESS THEREOF, each of the parties hereto has set his/her hand as
of the date first set above.
THE FINANCIAL GLOBE, INC. XXXXXX.XXX, INC.
By:___________________________________ By:_____________________________
Date: July 31, 2000 Date: July 31, 2000
E-49
ANNEX A
TO PROPOSED INVESTOR RELATIONS SERVICES AGREEMENT WITH THE
FINANCIAL GLOBE, INCORPORATED
NOTICE OF ISSUANCE
----------
XXXXXX.XXX, INC.
000 XXXXXXXX XX., XXX. 000
XXXXXXXX, XX 00000
July 31, 2000
Xx. Xxxx Xxxxx
The Financial Globe, Incorporated
Dear Xx. Xxxxx:
Pursuant to the Investor Relations Services Agreement (the "Agreement") between
Xxxxxx.xxx, Inc. (the "Company") and The Financial Globe, Incorporated ("TFG"),
the Company's Board of Directors has authorized the payment to TFG of
compensation for services rendered under the Agreement to consist of cash and
the issuance to TFG of 200,000 shares (the "Stock") of the Company's common
stock, par value $0.01 per share ("Common Stock"), at the times and in the
amounts set forth below.
The Company will pay TFG by check or wire transfer:
1) $75,000 promptly upon receipt by the Company of a fully countersigned
copy of this letter and the Agreement;
2) an additional $75,000 thirty days from the date of this letter; and
3) an additional $100,000 in cash sixty days from the date of this letter.
The Stock will vest and become issuable to TFG, assuming performance by TFG of
all of its obligations under the Agreement, on the date which is six months from
the date of this letter, only if both of the following conditions are fulfilled:
4) the Common Stock closes at a price of at least:
(i) $3.50 or higher for each consecutive day on which the Common
Stock is publicly traded ("trading day") during a period of 60
consecutive calendar days after the
E-50
date of this letter, such 60 day period to end no later than
the date which is six months from the date of this letter; and
(ii) $5.00 or higher for each consecutive trading day during a
period of 60 consecutive calendar days after the date of this
letter, such 60 day period to end no later than the date which
is six months from the date of this letter,
or, if last sale data regarding the Common Stock ceases to be publicly
available, the closing bid price of the Common Stock is at least the
amounts stated in (i) or (ii) above or higher for each trading day
during such periods.
TFG will acquire the rights of a stockholder in the Stock when, as and if it
vests and it will have no rights in the Stock until it vests as described
herein. The certificate representing the Stock will be processed by the transfer
agent and sent to TFG shortly after the date which is six months from the date
of this letter assuming all conditions referred to herein have been fulfilled.
TFG agrees to be bound by the terms of a standard market standoff agreement, if
any, requested by any underwriters with respect to any future public offerings
of the Company's securities.
Consistent with its legal and contractual obligations, the Company agrees to
promptly register with the Securities and Exchange Commission TFG's resale of
the Stock and to keep such registration statement effective for a period of not
less than six months from the effective date of the registration of all shares
of Stock issuable hereunder. Such registration statement may provide for the
sale or resale of other securities by the Company or by third parties. These
registration rights are subject to standard underwriters' approval and holdback,
whereby TFG's rights to sell in a public offering may be limited pro rata with
the other stockholders, and shall not apply to any shares of Stock that can be
sold under SEC Rule 144 without volume restrictions. For these purposes the term
"registration statement" shall mean any registration statement for the sale of
common stock or other securities filed by the Company or filed by any successor
entity (in the case of merger, reclassification, change, consolidation, sale or
conveyance of the Company) under the Securities Act of 1933, as amended (except
for a registration statement on Form X-0, Xxxx X-0 or any successor form thereto
and except for a registration statement filed pursuant to that certain
Registration Rights Agreement between the Company and the purchasers of the
Company's Series A Convertible Preferred Stock, dated June 22, 2000).
The Company is issuing the Stock to TFG upon the assumptions that, and by
executing this letter TFG and you represent that:
(a) TFG 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 about acquiring
the Stock. TFG is acquiring the Stock for its own account for
investment purposes only and not with a view to, or for the resale in
connection with, any "distribution" thereof for purposes of the
Securities Act of 1933, as amended ("Securities Act").
(b) TFG understands that the Stock has not been registered
under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of TFG's investment intent as expressed herein.
(c) TFG further understands that the Stock must be held
indefinitely unless subsequently registered under the Securities Act or
unless an exemption from registration is otherwise available. In
addition, you understand that the certificates evidencing the Stock
will be imprinted with a legend which
E-51
prohibits the transfer of the Stock unless it is registered or such
registration is not required in the opinion of counsel for the Company.
(d) TFG is aware of the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly,
from the issuer thereof (or from an affiliate of such issuer), in a
transaction or series of transactions not involving a non-public
offering, subject to the satisfaction of certain conditions.
(e) TFG further understands that at the time is wishes to sell
the Stock there may be no public market upon which to make such a sale.
(f) TFG further understands that in the event all of the
requirements of Rule 144 are not satisfied, registration under the
Securities Act, or some other registration exemption will be required;
and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering
and otherwise than pursuant to Rule 144 will have a substantial burden
of proof in establishing that an exemption from registration is
available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their
own risk.
Please sign the enclosed photocopy of this letter and return it to me in order
to acknowledge your and TFG's understanding of the type and amount of
compensation which the Company will pay to TFG, the terms and conditions under
which the Stock will be issued to TFG and of the restrictions which apply to the
Stock, and that this letter and the Agreement embody the entire agreement of the
Company, TFG and yourself with respect to the issuance of the Stock pursuant to
the Agreement.
Sincerely,
XXXXXX.XXX, INC.
By: ___________________________________
Xxxxxxx X. Xxxxxx
Chairman of the Board, President and
Chief Executive Officer
ACKNOWLEDGED:
THE FINANCIAL GLOBE, INCORPORATED
BY: _____________________ Date: July 31, 2000
Xxxx Xxxxx
XXXX XXXXX
_______________________ Date: July 31, 2000
XXXX XXXXX
E-52
