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Common Stock Purchase Agreement

 

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Title:

Common Stock Purchase Agreement

Entities:

FiNet.com, Inc.

Date:

2002

Size:

Preview shows 8KB of 46KB total

Price:

$42

ID:

#346369

 

 

► Purchase & Sale ► Purchase ► Stock ► Common Stock Purchase Agreements
► Financial ► Consumer Financial Services

 

 

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                         COMMON STOCK PURCHASE AGREEMENT


THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
October 13, 2000, between FINET.COM, INC., a Delaware corporation (the
"Company"), and the person executing this Agreement on the signature page hereof
(the "Signature Page") as Purchaser (the "Purchaser"):

R E C I T A L S :

WHEREAS, the Company has authorized the issuance and sale pursuant to the
terms and conditions hereof of up to 18,500,000 shares of its Common Stock (the
"Common Stock"); and

WHEREAS, the Purchaser desires to purchase and the Company desires to sell
the Common Stock on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants
and agreements herein contained and other valuable consideration, the receipt
and adequacy of which the parties hereto acknowledge, the parties agree as
follows:

1. PURCHASE AND SALE OF THE SHARES. The Company agrees to sell to the
Purchaser, and upon the basis of the representations and warranties, and subject
to the terms and conditions, set forth in this Agreement, the Purchaser agrees
to purchase from the Company that number of shares of Common Stock set forth on
the Signature Page hereof (the "Shares") in consideration for a purchase price
(the "Purchase Price") of US$0.40 per share.

2. CLOSING DATE; DELIVERY. The closing of the purchase and sale of the
Shares shall be held at the offices of the Company, 2527 Camino Ramon, Suite
200, San Ramon, California on October 13, 2000 or at such other time and place
as the parties may agree upon. At the closing, subject to the terms of this
Agreement, the Purchaser shall deliver the purchase price in immediately
available funds by transfer to the account of the Company. Within fourteen (14)
days following the Closing, the Company will deliver to the Purchaser, pursuant
to Purchaser's delivery instructions, certificates representing the Shares to be
purchased by the Purchaser from the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, the Purchaser that:

(a) ORGANIZATION AND STANDING, ARTICLES AND BYLAWS. The Company is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of Delaware and is in good standing under such laws. The
Company has the requisite corporate power to own and operate its properties and
assets, and to carry on it business as presently conducted and as proposed to be
conducted. The Company is qualified, licensed or domesticated as a foreign
corporation in all jurisdictions where the nature of its activities or of its
properties owned or leased makes such qualification, licensing or domestication
necessary at this time.

{Page}

(b) CORPORATE POWER. The Company has now, or will have at the Closing
Date, all requisite legal and corporate power to enter into this Agreement, to
sell the Shares hereunder, and to carry out and perform its obligations under
the terms of this Agreement.

(c) AUTHORIZATION.

(i) All corporate action on the part of the Company, its
officers, directors, and stockholders necessary for the sale and issuance of the
Shares pursuant hereto and the performance of the Company's obligations
hereunder has been taken or will be taken prior to the Closing. This Agreement
is a legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
affecting enforcement of creditors' rights, and except as limited by application
of legal principles affecting the availability of equitable remedies.

(ii) The Shares, when issued in compliance with the provisions
of this Agreement, will be validly issued, fully paid and nonassessable and will
be free of any liens or encumbrances; provided, however, that such shares may be
subject to restrictions on transfer under state and/or federal securities laws
as set forth herein and as may be required by future changes in such laws.

(iii) No shareholder of the Company has any right of first
refusal or any preemptive rights in connection with the issuance of the Shares
or of Common Stock by the Company.

(d) FINANCIAL STATEMENTS. The Company's audited balance sheet as of
April 30, 1999, audited statement of operations for the fiscal year ended April
30, 1999, unaudited balance sheet and statement of operations for the six months
ended June 30, 2000 (hereinafter collectively referred to as the "Financial
Statements") have been supplied by the Company to the Purchaser and such
Financial Statements are true and correct, have been prepared in accordance with
generally accepted accounting principles consistently applied (except as
disclosed therein and except that the unaudited Financial Statements do not
contain the footnotes required by generally accepted accounting principles), and
fairly present the financial condition of the Company as of the date indicated
and the results of the operations of the Company for the period ended, as
indicated.

(e) PUBLIC REPORTING. The Company is subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "1934 Act"); the Company's (a) Annual Report on Form 10-K and 10-K/A
for the fiscal year ended April 30, 1999, (b) Annual Proxy Statement on Form 14A
for the fiscal year ended April 30, 1999, (c) Current Reports on Form 8-K dated
June 24, 1999, July 12, 1999, August 27, 1999, November 24, 1999, December 30,
1999, January 19, 2000, March 21, 2000 and May 3, 2000, (d) Quarterly Reports on
Forms 10-Q and 10-Q/A for the quarterly periods ended July 31, 1999, October 31,
1999, March 31, 2000 and June 30, 2000 (collectively, the "Public Disclosure")
filed by the Company with the U.S. Securities and Exchange Commission (the
"SEC") include all reports and other information required to be filed or
furnished by the Company under the 1934 Act and the Company has provided copies
of all such Public Disclosure to the Purchaser.

-2-
{Page}

(f) VALIDITY OF MATERIAL CONTRACTS AND COMMITMENTS. All the material
contracts, commitments, agreements, and instruments to which the Company is a
party are legal, valid, binding, and in full force and effect in all material
respects and enforceable by the Company in accordance with their terms except as
limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws
of general application affecting enforcement of creditors' rights, and except as
limited by application of legal principles affecting the availability of
equitable remedies. Except as disclosed to Purchaser, the Company is not in

 

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