EXHIBIT 10.26
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of January 12,
2000, by and between Interactive Portal, Inc., an Indiana corporation (the
"Company"), and Interactive Intelligence, Inc., an Indiana corporation (the
"Subscriber").
WHEREAS, the Company desires to issue and sell to the Subscriber, and
the Subscriber desires to purchase and accept from the Company, 912,000 of the
Common Shares of the Company (the "Subscription Shares") from time to time prior
to December 31, 2000.
WHEREAS, as consideration for the Subscription Shares, the Subscriber
desires to pay to the Company $0.4791666 per share, for an aggregate amount of
$437,000.00.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereto agree as follows:
1. The Subscriber hereby agrees to purchase and accept from the Company
all of the Subscription Shares, at the time or times so requested by the
Company, on or before December 31, 2000. The Company shall notify the
Subscriber, in writing, at such time or times that it desires the Subscriber to
purchase some or all of the Subscription Shares (each, a "Notification"), and
each Notification shall specify the exact number of Common Shares that the
Subscriber shall purchase at such time. Within five (5) business days following
the receipt of each Notification, the Subscriber shall pay to the Company an
amount equal to (a) the number of Common Shares specified in such Notification,
multiplied by (b) $0.4791666. Upon receipt by the Company of such amount, the
Company shall issue to the Subscriber the number of Common Shares specified in
that Notification.
2. The Company may issue any number of Notifications to the Subscriber
at such time or times that it desires, on or before December 31, 2000. However,
the aggregate number of Common Shares specified in all Notifications provided to
the Subscriber on or before December 31, 2000, shall not exceed the number of
Subscription Shares as defined in this Agreement. In the event that, prior to
December 31, 2000, the Subscriber has not purchased all of the Subscription
Shares, then on December 31, 2000, the Subscriber shall pay to the Company an
amount equal to (a) the number of Subscription Shares not previously purchased,
multiplied by (b) $0.4791666, and, upon receipt of such amount, the Company
shall issue to the Subscriber that number of Subscription Shares not previously
purchased. No Notification is required for the purchase and issuance described
in the preceding sentence.
3. The Subscriber represents and warrants to the Company that it will
acquire the Subscription Shares for investment only for its own account and not
with a view to the distribution or resale thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
INTERACTIVE INTELLIGENCE, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D.
President
INTERACTIVE PORTAL, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D.
President
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