Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 for Net Value Holdings, Inc 113 657K
2: EX-2.1 Merger Agreement 44 129K
3: EX-2.2 Amendment No. 1 to Merger Agreement 5 26K
4: EX-2.3 Amendment No. 2 to Merger Agreement 5 26K
5: EX-2.4 Fairness Opinion of Ferris Baker Watts 2 17K
6: EX-3.1 Amended and Restated Certificate of Incorporation 4 22K
7: EX-3.2 Bylaws 17 78K
8: EX-4.1 Specimen Certificate for Net Value Holdings, Inc. 1 12K
9: EX-4.2 Form of Convertible Promissory Note 8 37K
10: EX-4.3 Form of Convertible Promissory Note 8 33K
11: EX-4.4 Certificate of Designations of Series "A" Stock 9 40K
12: EX-4.5 Certificate of Designations for Series "B" Stock 26 136K
13: EX-10.1 Employment Agreement With Andrew P. Panzo 12 47K
22: EX-10.10 Promissory Note in the Amount of $310,000 2 19K
23: EX-10.11 Promissory Note in the Amount of $267,000 2 19K
24: EX-10.12 Promissory Note Dated October 1, 1998 4 22K
25: EX-10.13 Loan Agreement Dated June 26, 1998 12 51K
26: EX-10.14 Promissory Note Dated June 26, 1998 4 22K
27: EX-10.15 Stock Purchase Agreement Dated July 29, 1999 32 144K
28: EX-10.16 Common Stock Purchase Agreement Dated July 28, 29 115K
1999
29: EX-10.17 Asset Exchange, Inc Series "A" Stock Agreement 15 64K
30: EX-10.18 Asset Exchange, Inc Investor Rights Agreement 15 69K
31: EX-10.19 Preferred Stock Agreement Dated September 17, 1999 42 204K
14: EX-10.2 Employment Agreement With Douglas Spink 15 52K
32: EX-10.20 Registration Rights Agreement 22 105K
33: EX-10.21 Form of Warrant 19 84K
15: EX-10.3 Employment Agreement With Lee Hanson 16 59K
16: EX-10.4 Consulting Agreement With Barry Uphoff 8 40K
17: EX-10.5 Consulting Agreement With Darr Aley 10 38K
18: EX-10.6 Consulting Agreement With Stephen George 8 36K
19: EX-10.7 Loan Agreement Dated May 26, 1999 11 46K
20: EX-10.8 Amendment No. 1 to Loan Agreement 1 15K
21: EX-10.9 Amendment No. 2 to Loan Agreement 2 17K
34: EX-11.1 Statement Re: Computation of Per Share Earnings 1 14K
35: EX-21.1 Subsidiaries of Net Value Holding, Inc 1 10K
36: EX-23.1 Consent of L.J. Soldinger Associates 1 11K
37: EX-24.1 Power of Attorney 1 10K
38: EX-27 Financial Data Schedule 2 15K
EX-10.14 — Promissory Note Dated June 26, 1998
| EX-10.14 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.14
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. THIS NOTE IS
BEING OFFERED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
FEDERAL AND STATE SECURITIES LAW AND CANNOT BE RESOLD UNLESS IT IS SUBSEQUENTLY
REGISTERED UNDER SUCH LAWS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL AGENCY
HAS PASSED ON, RECOMMENDED, OR ENDORSED THE MERITS OF THIS NOTE. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PROMISSORY NOTE
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$1,600,000.00 June 26, 1998
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, netValue, inc., a
Delaware corporation having its principal executive office at 1960 Bronson Road,
Building Two, Fairfield Connecticut, 06430 (hereinafter referred to, and
obligated as, "Borrower"), promises to pay to the order of American Maple Leaf
Financial Corporation, a Delaware corporation having an address at Two Penn
Center Plaza, Suite 605, Philadelphia, PA 19102, acting as agent for itself and
a group of accredited investors (collectively, "Lender"), the principal sum
equal to Sixty-Three Thousand Dollars ($63,000) plus all additional amounts
which Lender hereafter advances to Borrower, up to a maximum amount of One
Million Six Hundred Thousand Dollars ($1,600,000), together with interest as set
forth below, until the date on which the principal amount is paid in full,
payable in lawful money of the United States of America in accordance with the
terms of this Promissory Note (the "Note").
1. Maturity Date. The Note shall have a maturity date (the "Maturity Date")
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which is thirty (30) days after the date on which Lender delivers written notice
to Borrower demanding payment of all principal and accrued interest due under
the Note.
2. Interest.
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(a) During the period beginning on the date hereof and ending on the
Maturity Date, interest shall accrue daily on the outstanding principal amount
hereunder at a simple rate of eight percent (8%) per annum.
(b) Interest shall be calculated hereunder for the actual number of days
that the principal is outstanding, based on a three hundred sixty (360) day
year. Interest shall continue to accrue on the principal balance hereof at the
then-applicable simple rate of interest specified in this Note, notwithstanding
any demand for payment, acceleration and/or the entry of any judgment against
Borrower, until all principal owing hereunder is paid in full.
3. Payment. No principal or accrued interest payments shall be due on the Note
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until the Maturity Date. All payments of principal and interest shall be made by
cash or check to Lender at the address designated in writing by Lender.
4. Ranking.
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(a) The Note will be subordinated to (i) the assignments and security
interests granted by that certain Security Agreement and that certain Collateral
Assignment of Patents and Trademarks, each dated as of March 11, 1998 between
Borrower and IQ Value, LLC; (ii) the assignments and security interests granted
by that certain Loan and Security Agreement and that certain Collateral
Assignment of Patents and Trademarks, each dated as of June 17, 1997 between
Borrower and Golden Eagle Partners; and (iii) all future indebtedness of the
Borrower ranking by its terms senior to the Note; and
(b) The Note will rank pari passu with the promissory notes issued in 1997
pursuant to the Private Placement Memoranda dated August 28, 1997 and November
7, 1997, respectively, and all amendments thereto.
5. Security. The Note will be an unsecured obligation of Borrower.
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6. Lender's Rights Upon Default.
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Each of the following events shall constitute an "Event of Default" and, upon
the occurrence thereof, Lender shall have the option, without the necessity of
giving any prior written notice to Borrower, (1) to accelerate the maturity of
this Note and all amounts payable hereunder and demand immediate payment thereof
and (2) to exercise all of Lender's rights and remedies under this Note or
otherwise available at law or in equity:
(a) Borrower shall fail to pay the principal amount of the Note or accrued
interest thereon on the Maturity Date;
(b) Borrower shall admit an inability to pay its debts as they mature, or
shall make a general assignment for the benefit of any of its or their
creditors;
(c) Proceedings in bankruptcy, or for reorganization of Borrower for the
readjustment of any of its or their debts, under the United States Bankruptcy
Code, as amended, or any part thereof, or under any other laws, whether state or
federal, for the relief of debtors, now or hereafter existing, shall be
commenced by Borrower or shall be commenced against Borrower and shall not be
dismissed within sixty (60) days of their commencement;
(d) A receiver or trustee shall be appointed for Borrower or for any
substantial part of its assets, or any proceedings shall be instituted for the
dissolution or the full or partial liquidation of Borrower, and if such
appointment or proceedings are involuntary, such receiver or trustee shall not
be discharged within sixty (60) days of appointment, or such proceedings shall
not be discharged within sixty (60) days of their commencement, or Borrower
shall discontinue its business(es) or materially change the nature of its
business(es);
(e) Borrower shall suffer any final judgment for the payment of money in
excess of Five Hundred Thousand Dollars ($500,000) and the same shall not be
discharged or stayed within a period of thirty (30) days from the date of entry
thereof.
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7. Application of Funds. All sums realized by Lender on account of this Note,
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from whatever source received, shall be applied first to any fees, costs and
expenses (including attorneys' fees) incurred by Lender, second to accrued and
unpaid interest, and then to principal.
8. Attorneys' Fees and Costs. In the event that Lender engages an attorney to
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represent it in connection with (a) any default by Borrower under this Note, (b)
the enforcement of any of Lender's rights and remedies hereunder, (c) any
bankruptcy or other insolvency proceedings commenced by or against Borrower
and/or (d) any actual litigation arising out of or related to any of the
foregoing, then Borrower shall be liable to and shall reimburse Lender on demand
for all reasonable attorneys' fees, costs and expenses incurred by Lender in
connection with any of the foregoing provided a final and unappealable judgment
in favor of Lender has been issued in connection therewith.
9. Governing Law. This Note is made and delivered in the State of Delaware and
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shall be construed and enforced in accordance with and governed by the internal
laws of the State of Delaware without regard to conflicts of laws principles.
Borrower agrees to the exclusive jurisdiction of the federal and state courts
located in the State of Delaware in connection with any matter arising
hereunder, including the collection and enforcement of this Note.
10. Miscellaneous.
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(a) Borrower hereby waives protest, notice of protest, presentment,
dishonor, notice of dishonor and demand. To the extent permitted by law,
Borrower hereby waives and releases all errors, defects and imperfections in any
proceedings instituted by Lender under the terms of this Note.
(b) The rights and privileges of Lender under this Note shall inure to the
benefit of its successors and assigns. All representations, warranties and
agreements of Borrower made in connection with this Note shall bind Borrower's
successors and assigns.
(c) If any provision of this Note shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, but this Note shall be construed as if such invalid
or unenforceable provision had never been contained herein.
(d) The waiver of any Event of Default or the failure of Lender to
exercise any right or remedy to which it may be entitled shall not be deemed to
be a waiver of any subsequent Event of Default or of Lender's or Lender's right
to exercise that or any other right or remedy to which Lender is entitled.
(e) The rights and remedies of Lender under this Note shall be in addition
to any other rights and remedies available to Lender at law or in equity, all of
which may be exercised singly or concurrently.
(f) Lender shall have the right, without the prior consent of Borrower, to
assign all of Lender's rights and obligations hereunder.
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IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note the day
and year first above written and has hereunto set hand and seal.
NETVALUE, INC.
By: /s/ R. Scott Wills
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R. Scott Wills
President and Chief Executive Officer
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/8/99 | | | | | | | None on these Dates |
| | 6/26/98 | | 1 |
| | 3/11/98 | | 2 |
| | 11/7/97 | | 2 |
| | 8/28/97 | | 2 |
| | 6/17/97 | | 2 |
| List all Filings |
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