Exhibit 10.5
FUND.COM
INC.
14 Wall Street
New York, NY 10022
Attn: Meghann McEnroe,
President
EQUITIES MEDIA ACQUISITION CORP.
INC.
6982 Agno-Lugano,
Switzerland
Attn; Arie Jan van Roon,
President
Re:
Stock Purchase, Stock Redemption and Option to Purchase Shares
of Fund.com Inc.
Reference is made to the Revolving
Credit Loan Agreement, dated as of July 27, 2009 (the “
Loan Agreement ”), among Fund.com Inc. (“
Borrower ”), each of IP Global Investors Ltd
(“ IPG ”) and Equities Media Acquisition
Corp. Inc. (“ EMAC ” and with IPG,
collectively, the “ Lenders ”). This
letter agreement (the “ Agreement ”) constitutes
the Stock Purchase, Redemption and Option Agreement described in
the Loan Agreement. Unless otherwise defined herein, all
capitalized terms, when used in this Purchase Option shall have the
same meaning as is defined in the Loan Agreement. As
used in this Agreement, the term “ Party ” shall
mean any one of the Investors, the Borrower, IPG, EMAC and Messrs.
Daniel Klaus and/or Lucas Mann (collectively, the “
Founders ”), and the term “ Parties
” shall mean the collective reference to the Investors, the
Borrower, the Lenders and the Founders
In order to induce the Lenders to
enter into the Loan Agreement and make the Additional Advances
thereunder, the Parties hereto do agree as follows:
1.
Purchase of Founders Shares .
(a) On
the Closing Date and simultaneous with the Closing Date Advance
under the Loan Agreement, the Lenders or one or more persons or
entities designated by the Lenders (the “ Purchasers
”) shall purchase an aggregate of 1,000,000 Founders Shares
from each of Klaus and Mann, and the Founders shall each sell to
the Purchasers an aggregate of 1,000,000 of their Founders
Shares.
(b) The
purchase price for such 2,000,000 Founders Shares shall be $0.25
per share, or an aggregate of $500,000 (the “ Purchase
Price ”).
(c) Such
Purchase Price shall be paid by the Purchasers on the Closing Date
as follows:
(i) $25,000
shall be paid in cash or by wire transfer of immediately available
funds to each of the Founders to accounts designated by them, or a
total of $50,000; and
(ii) the
balance of such Purchase Price shall be paid by delivery to each of
the Founders of a non-interest bearing $225,000 principal amount
promissory note, in the form of Exhibit A annexed
hereto and made a part hereof (the “ Purchase Notes
”).
(iii) Payment
of the Purchase Notes shall be secured by a pledge of the 2,000,000
Founders shares being purchased pursuant to the Pledge Agreement in
the form of Exhibit B annexed hereto and made a part
hereof (the “ Pledge Agreement ”).
(d) On
the Closing Date, in consideration of payment to the Founders of
the Purchase Price, each of the Founders shall deliver stock
certificates of the Borrower representing 2,000,000 Founders
Shares, duly endorsed in blank for transfer or accompanied by stock
powers duly executed by each of the Founders in blank for transfer,
to the Collateral Agent (as defined in the Pledge
Agreement).
(a) On
the Closing Date and simultaneous with the Closing Date Advance,
each of the Founders do hereby grant to Lenders an option to
purchase the “Investors Option Shares” described below
(the “ Investors Option ”). On
or subsequent to the Closing Date, the Lenders shall have the
absolute right to assign the Investors Option to any one or more
persons or entities designated by the Lenders.
(b) The
Investors Option shall be allocated among the respective Investors
in the percentages set forth on the signature page of this
Agreement; provided, that any Investor may transfer or assign his
or its allocable percentage shares of Investor Option to any other
Investor .
(c) The
Investors Option shall be exercisable by the Investors at any time
or from time to time, commencing on the Closing Date and ending at
4 pm. New York time on December 31, 2009 (the “ Investors
Option Term ”).
(d) The
Investors Option shall entitle all of the Investors to purchase
from each of Founders up to 1,000,000 shares of Class A Common
Stock of the Borrower, or an aggregate of 2,000,000 shares of Class
A Common Stock of the Borrower (the “ Investors Option
Shares ”). In the event and to the extent that
the Investors Option is exercised, 50% of the 2,000,000 Investors
Option Shares shall be purchased at the “Investors Option
Price” set forth below from Klaus and 50% shall be purchased
from Mann.
(e)
The Investors Option may be exercised by any one or more Investor
upon ten (10) days prior written notice to the Founders and the
Borrower (the “ Option Exercise Notice ”); which
Option Exercise Notice shall set forth the number of Investors
Option Shares to be purchased. Against delivery by the
Found
