Services Agreement - MarketWatch.com LLC and Data Broadcasting Corp.
AMENDED AND RESTATED SERVICES AGREEMENT This AGREEMENT made as of the ___th Day of January, 1998, by and between MARKETWATCH.COM.LLC, 825 Battery Street, San Francisco, CA 94111, (herein called "MarketWatch") and DATA BROADCASTING CORPORATION, 3955 Point Eden Way, Hayward, CA 94545 (herein called "DBC") hereby amends and restates this Agreement entered into between the parties as of October 29, 1997 (that was attached to and formed a part of the CONTRIBUTION AGREEMENT, dated as of October 29, 1997 between CBS Broadcasting, Inc. (formerly known as CBS, Inc.), DBC and MarketWatch. 1. DESCRIPTION 1.1 During the term of this Agreement, subject to the terms and conditions stated herein (a) at the request of MarketWatch, DBC will perform the following services for MarketWatch: (i) (A) subject to MarketWatch's prior approval in each instance, DBC shall engage or employ personnel assigned to service MarketWatch (hereinafter referred to as "MarketWatch Employees") on a full-time or part-time basis as needed, including the calculation and administration of employee (or engaged personnel) compensation, benefits and/or related payments or deductions/withholdings. MarketWatch shall have the right to require DBC to terminate any employee (or engaged personnel, as applicable). In connection with the foregoing services, MarketWatch shall hold DBC harmless from liability with respect to any personnel action involving a MarketWatch Employee (acting solely within the scope of his or her employment for MarketWatch), provided such personnel action is directed by MarketWatch. (For avoidance of doubt, the preceding sentence shall not relieve DBC of liability in its capacity as a principal of MarketWatch.) (B) For avoidance of any doubt, all material(s) produced, developed, created or furnished to MarketWatch by MarketWatch Employees, excluding the MarketWatchRT Software, will be deemed "work(s) made for hire" for MarketWatch under the United States Copyright Act; but in the event it is determined that such materials in whole or in part are not "work(s) made for hire", they will be deemed transferred to MarketWatch by this Agreement. All such materials made or furnished to MarketWatch by MarketWatch Employees, excluding the MarketWatchRT Software, shall be the sole property of MarketWatch, free from any claims by any MarketWatch Employee, DBC or any other person, firm or entity; and MarketWatch shall have the exclusive right to <PAGE> 2 copyright such materials in its name as the author and owner of them and to secure any and all renewals and extensions of such copyright throughout the world. DBC will cause engaged personnel to execute and deliver to MarketWatch documents reflecting that materials developed, produced, created or furnished by such personnel, excluding the MarketWatchRT Software, are/shall be deemed a "work made for hire" for MarketWatch; and if any of such material is determined not to be a "work made for hire" it will be deemed transferred to MarketWatch. (ii) handle customer billing and collection for MarketWatch subscription products and services and other services including without limitation, real-time data service. (iii) provide computer software programming assistance, including, without limitation, assistance with the operation of the on-line services (including advertising services) offered by MarketWatch and the creation of MarketWatch web site pages and navigation systems. (b) (i) At the request of MarketWatch in each instance, DBC will license to MarketWatch, free of charge, the delayed commodities and stock data feeds (the "Data Feed") delivered from the financial exchanges with whom DBC has existing contracts (including, without limitation, the New York Stock Exchange; The American Stock Exchange; The Nasdaq Stock Market. Inc.; New York Mercantile Exchange; Chicago Board Options Exchange; Chicago Board of Trade; MidAmerica Commodity Exchange; Commodities Exchange Center; Chicago Mercantile Exchange; and Coffee, Sugar & Cocoa Exchange) (the "Data Providers"). The Data Feed is currently made available by DBC to users/subscribers of the Internet web site currently known as dbc.com. (ii) DBC will provide MarketWatch with communications lines (including at least two (2) T-3 connections to the Internet, hardware and software to effect the required capability to receive/transmit etc. the data feeds described in Section 1.1(b)(i) above. DBC will use its best efforts to ensure third party provided lines will be in good working order at all times. (iii) In connection with the data feed described in Section 1.1(b)(i) above, DBC will provide MarketWatch with network operations and web site management support (including, without limitation, hosting connectivity, serving content, serving and reporting ads and reporting content) twenty-four hours a day seven days a week. (c) At MarketWatch's request, DBC will provide (from its rented or owned office space) office space and related facilities, to the extent available, for MarketWatch Employees. Such right to use such facilities shall in no way be construed as a sublease or license by DBC of any real property but shall only be construed as a reimbursement arrangement. 2 <PAGE> 3 1.2 During the term of this Agreement, subject to the terms and conditions stated herein: (a) DBC will pay MarketWatch: (i) Two Dollars and Fifty Cents ($2.50) per month per subscriber for each portable device subscriber who receives real-time quotes and news, and Five Dollars ($5.00) per month per subscriber for all other subscriber devices (including all portable personal computers) who receive real-time quotes and news, with both types of payments to be made until and through October 29, 2002. No such payments shall be made with respect to multi-user "institutional" clients that receive a volume discount. For the purposes of the preceding sentence, the term "institutional" means: banks, broker-dealers, money managers, investment advisors, insurance companies or other similar organizations. The payment will be a minimum of $100,000 per month until and through October 29, 2002. (ii) With respect to subscribers of the real-time market feeds described below: (A) twenty-five percent (25%) of the Net Revenues earned from the real-time market feed currently known as "MarketWatch Live"; and (B) seventy-five percent (75%) of the Net Revenues earned from the real-time market feed currently known as "MarketWatch RT." As used in Section 1.2(a)(ii), the term "Net Revenues" shall mean gross subscription fees collected less exchange fees actually paid by DBC, credit card fees actually paid by DBC and any applicable sales taxes billed by DBC and paid by the subscriber concerned. 2. TERM 2.1 The term of this Agreement shall begin as of the date hereof and shall continue in full force and effect for a period of eight (8) consecutive years, from October 29, 1997 through and including October 29, 2005, unless it is terminated earlier in accordance with the terms and conditions contained herein. 3. COMPENSATION; OFFSET 3.1 In consideration for all grants herein made or agreed to be made and all rights, licenses, privileges and property herein conveyed or agreed to be conveyed, and all warranties, representations and covenants herein made by DBC, MarketWatch agrees to pay DBC as follows: (a) DBC's actual costs, subject, however, to the approval of MarketWatch of the costs to be incurred, other than the costs incurred by DBC in the ordinary course of business. in connection with: (i) the services rendered pursuant to Section 1.1 (a) and Section 1.1(b)(iii); and 3 <PAGE> 4 (ii) the provision of communications lines described in Section 1.1(b)(ii) above. (iii) the provision of office space and related facilities to MarketWatch personnel, it being understood that such actual cost shall be DBC's cost per rented square foot of space utilized by the MarketWatch personnel concerned, subject to the next sentence. The provision of office space and related facilities to MarketWatch personnel at DBC's current San Mateo location, however, shall be free of charge. 3.2 In the event that DBC breaches subparagraph 1.01(b) of the Contribution Agreement among CBS Inc., DBC and MarketWatch dated as of October 29, 1997 (the "Contribution Agreement"), then, in addition to whatever other rights and remedies MarketWatch may have under the Contribution Agreement, MarketWatch may offset any monies due and owing from DBC under the (Section 1.01 (b) of the) Contribution Agreement against monies payable (from MarketWatch) to DBC hereunder. 3.3 In the event that the services provided by DBC pursuant to this Agreement cause DBC to recognize income for federal income tax purposes in an amount which exceeds the amount prescribed for such services in Section 3.1(a) above (the "Excess"), then the entire amount of any deductions available to MarketWatch solely attributable to such Excess shall be allocated by MarketWatch to DBC. 4. CONTENT AND DELIVERABLES 4.1 At no additional charge, DBC will grant MarketWatch a royalty-free, worldwide, non-exclusive license to use, copy, publicly display, make derivative works from, perform, distribute or otherwise make available on or through the MarketWatch Site and in connection with products and services distributed from the MarketWatch Site the following data feeds: (a) Those feeds/services set forth in Section 1.1(b)(i) hereof; and (b) The following additional data feeds/services, provided that DBC has in place a license to redistribute such data feeds/services: Fundamental Data, Historical Data, Intraday Tick Data. 4.2 At no additional charge, DBC hereby irrevocably transfers and assigns to MarketWatch all right, title and interest in and to all deliverables, materials, copyrightable works, inventions, improvements, trade secrets, trademarks, servicemarks, made, conceived or developed by DBC either alone or with others in connection with this Agreement, and all DBC proprietary software and technology used in connection with the services and data feeds provided under this Agreement (collectively, the "DBC Services"), excluding DBC proprietary software used by DBC in connection with providing MarketWatch the MarketWatchRT data feed (the "MarketWatchRT Software"). 4 <PAGE> 5 4.3 At no additional charge, MarketWatch hereby grants to DBC a non-exclusive, perpetual license to use, copy, modify and make derivative works from the DBC proprietary software and technology used by DBC in providing the DBC Services. 4.4 "MarketWatch Site" means the Internet websites owned or controlled by MarketWatch that provide stock quotes, personal finance information and business, stock stories and related products and services. 5. PERFORMANCE STANDARDS AND SPECIFICATIONS 5.1 DBC will provide all DBC Services in a professional manner, consistent with industry standards. 5.2 DBC will use its best efforts to cause all hosting and data services to meet the Performance Specifications (attached hereto as Schedule A, and hereby made a part of this Agreement). 5.3 In the event that DBC materially fails to meet the Up-Time Requirements set forth in the Performance Specifications during any MarketWatch Business Day, defined below, MarketWatch's payments for the DBC network operations set forth in Section 1.1(a)(iii) hereof for that month shall be reduced by a percentage equal to the hours that the DBC Services failed to meet such Performance Specifications divided by the number of hours in the business days for that month. A "MarketWatch Business Day" shall be considered to run from the hours of 4AM to 8PM PST. DBC shall not be responsible for failures caused by MarketWatch's fault, or by the actions of a non-affiliated third party, provided that DBC has taken reasonable actions to anticipate and handle any such failure caused by a third-party, and further provided that DBC shall credit MarketWatch with any credits or payments received from third parties related to such failure. DBC shall use its best efforts to ensure that all third parties conform to the provisions hereof. 5.4 DBC shall provide, at DBC's out-of-pocket cost, a redundant hosting center capable of providing immediate back up capability and such Internet connectivity as reasonably requested by MarketWatch. 5.5 DBC will use its reasonable efforts to provide MarketWatch with additional required hardware, software or communications bandwidth, and will provide all of the foregoing to MarketWatch at DBC's cost. 6. DBC TRADEMARK At no additional charge, DBC will grant MarketWatch a worldwide, non-exclusive license to use the DBC trademark(s) in connection with the marketing, promotion, and operation of the MarketWatch Site, and the distribution of content from such Site and related products and 5 <PAGE> 6 services. MarketWatch's use of such trademarks shall be in accordance with DBC's reasonable trademark usage guidelines, as such guidelines are provided to MarketWatch in writing from time to time. 7. HOSTING SPECIFICATIONS AND TRANSITION SERVICES 7.1 DBC will, upon MarketWatch's request, provide MarketWatch with reasonably detailed specifications for the DBC technology used in providing the DBC Services, and for all hardware, software, firmware and system configurations which MarketWatch will require to properly perform or have performed the services and procedures performed by DBC. The foregoing shall be subject to any limitations on disclosure imposed upon DBC by third party suppliers and licensors. 7.2 Upon any termination or expiration of this Agreement, or of any of the services provided by DBC hereunder, DBC will provide the following assistance and deliverables: (a) assist MarketWatch, or MarketWatch's designee, in the configuration and installation of any hardware, software, firmware or equipment procured by MarketWatch in connection with the DBC Services. (b) DBC will deliver to MarketWatch or its designee, and install on hardware and equipment designated by MarketWatch, those DBC materials and DBC proprietary software programs necessary to provide the DBC Services. (c) DBC will deliver to MarketWatch, and install on MarketWatch's hardware and equipment, the current version of any MarketWatch software then being used by DBC in connection with the DBC Services, excluding the MarketWatch RT Software. (d) DBC will provide appropriate training for the MarketWatch employees or its agents or contractors who will be assuming responsibility for operation of the DBC technology following such transition. MarketWatch will be charged time and material, at current rates, for any training provided to MarketWatch due to termination. (e) DBC will assist MarketWatch, at MarketWatch's expense, in MarketWatch's acquisition of any necessary rights to access and use any third-party data feeds, hardware, software, documentation then being used by DBC in connection with the DBC Services. Upon MarketWatch's request, DBC will transfer or assign, or use its best efforts to cause to be transferred or assigned, to MarketWatch or its designee, on mutually acceptable terms and conditions, any contracts applicable to such data feeds, hardware, software and documentation. (f) MarketWatch shall have the option to buy any hardware and/or software that DBC is utilizing to provide the DBC Services for an amount to be negotiated in good faith by the parties. 6 <PAGE> 7 (g) upon termination of this Agreement, MarketWatch shall purchase from DBC any hardware and/or software purchased and paid for by DBC specifically at MarketWatch's request, at the then-current net book value of such hardware and/or software, computed using generally accepted accounting principles. 8. WARRANTIES; REPRESENTATIONS; INDEMNITIES 8.1 (a) DBC represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement. (ii) it has sufficient right and authority to grant to MarketWatch all licenses and rights granted or agreed to be granted by it hereunder. (iii) all materials and services furnished to MarketWatch or the use thereof will not violate any applicable lay, or violate or infringe upon the rights of any third party. (iv) at all times. DBC will comply with all applicable federal, state and local laws. (b) MarketWatch represents and warrants that it is free to enter into and fully perform this Agreement. 8.2 (a) DBC will assume all obligations for and indemnify and hold MarketWatch harmless from (i) malfunctions or other usage problems resulting from or in connection with the "Year 2000 Problem" (i.e., the year 2000 (and later years) as distinct from the years 1900 through 1999, (and earlier years)), and (ii) "bugs", "viruses" or defects in the feeds or other software goods provided herein, which affect the function or capabilities of such feeds or software. (b) Each party shall at all times indemnify, hold harmless and defend the other party in accordance with the indemnification provisions (applicable to such party) set forth in Article VI of the Contribution Agreement; provided, however, that, MarketWatch agrees that neither DBC, nor its Data Providers, nor any agent, subsidiary, or representative thereof shall have any liability, contingent or otherwise, for the truthfulness, accuracy or timeliness of the Data Feed or the truthfulness, accuracy, timeliness, completeness or correct sequencing of the Data Feed by DBC or the Data Providers, or for any decision made or action taken by MarketWatch or its customers in reliance upon the Data Feed, or for interruption or delay of the Data Feed except to the extent that such liability arises from DBC's malfeasance or nonfeasance. THERE IS NO WARRANTY OF MERCHANTABILITY NOR WARRANTY OF FITNESS FOR A PARTICULAR USE, NOR ANY IMPLIED WARRANTY OF ANY KIND, REGARDING THE INFORMATION OR ANY ASPECT OF THE DATA FEED (INCLUDING BUT NOT LIMITED TO INFORMATION ACCESS). MARKETWATCH RECOGNIZES THAT THE ACCURACY OF THE INFORMATION SHOULD BE CHECKED BEFORE ITS 7 <PAGE> 8 CUSTOMERS RELY ON IT. (c) IN NO EVENT WILL MARKETWATCH, DBC OR THE DATA PROVIDERS BE LIABLE TO MARKETWATCH'S CUSTOMERS, EACH OTHER, OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE DATA FEED), OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE), EVEN IF MARKETWATCH, DBC OR THE DATA PROVIDERS HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING. (d) Neither MarketWatch, DBC nor the Data Providers shall be liable for any loss resulting from a cause over which such entities do not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access or theft. (e) MarketWatch agrees to indemnify and hold DBC and the Data Providers harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) to the extent arising from or relating to MarketWatch's modification of the information provided by DBC or the Data Providers or of the Data Feed, or the combination of such information or Data Feed with other information or content, and/or MarketWatch's violation of this Agreement. 9. ACCOUNTINGS 9.1 DBC will compute Net Revenues or any other transactions on which monies are payable to MarketWatch as of each March 31, June 30, September 30 and December 31, for the prior three (3) months. Within sixty (60) days after the close of the calendar quarterly period concerned, DBC will send MarketWatch a statement covering the number of subscribers who pay for the feeds described in Section 1.2 during such quarterly period and will pay MarketWatch for any Net Revenues or other monies due (including, without limitation, sums due in connection with the subscriptions concerned). 9.2 DBC will maintain books and records which report the sales and maintenance of subscriptions hereunder. Any Member of MarketWatch may make an examination of a particular statement within three (3) years after the date when DBC sends the statement concerned. Any Member of MarketWatch may review and copy the books and records of DBC with respect to such statement, upon reasonable notice during normal working hours. 10. REMEDIES 10.1 MarketWatch shall have the right to terminate this Agreement if: (a) DBC breaches any material term or condition of this Agreement and has failed to cure such breach within ten (10) days after MarketWatch's notice of default. The 8 <PAGE> 9 foregoing cure period will not apply to DBC's obligations regarding the provision of delayed data feeds or to breaches incapable of being cured; (b) DBC: (i) becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; (ii) is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; (iii) becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or (iv) is liquidated or dissolved; or (c) MarketWatch is dissolved. MarketWatch may exercise its rights pursuant to this Section 10.1 by sending DBC the appropriate notice. No exercise of MarketWatch's rights under this Section 10.1 will limit MarketWatch's remedies by reason of DBC's default, MarketWatch s rights to exercise any other right under this Section 10.1, or any of MarketWatch's other rights. The terms and conditions of Sections 4.3 and 7.2 shall survive any termination or expiration of this Agreement. 11. GENERAL 11.1 Neither party may assign this Agreement, or their respective rights and obligations hereunder, in whole or in part without the other party's prior written consent. Any attempt to assign this Agreement without such consent shall be void and of no effect ab initio. Notwithstanding the foregoing, MarketWatch may have the right to assign this Agreement or any of its rights and obligations hereunder to any entity controlling, controlled by or under common control with, MarketWatch, or to any entity that acquires MarketWatch by purchase of stock or by merger or otherwise, or by obtaining substantially all of MarketWatch's assets (a "MarketWatch Assignee"), provided that any such MarketWatch Assignee, or any division thereof, thereafter succeeds to all of the rights and is subject to all of the obligations of MarketWatch under this Agreement. In the event that any entity acquires DBC by purchase of stock or by merger or otherwise, or by obtaining substantially all of DBC's assets (a "DBC Assignee"), such DBC Assignee shall succeed to all of the rights and be subject to all of the obligations of DBC under this Agreement and MarketWatch shall be entitled to injunctive, and other appropriate equitable relief, without the necessity of posting a bond, to ensure DBC's and the DBC Assignee's compliance with the terms and conditions of this Agreement. 11.2 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York; applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 11.3 Each party hereto irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. 9 <PAGE> 10 Each of DBC and MarketWatch agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of DBC and MarketWatch further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York, with respect to any matters to which it has submitted to jurisdiction in this Section 11. Each of DBC and MarketWatch irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 11.4 Each party shall comply in all material respects with all laws and regulations applicable to its activities under this Agreement. 11.5 If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. 11.6 All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: (i) if to MarketWatch, 825 Battery Street San Francisco, CA 94111 Attention of Larry Kramer and Peter Bardwick with copies to: Fenwick & West LLP Two Palo Alto Square Palo Alto, CA 94306 Attention of Mark C. Stevens, Esq. 10 <PAGE> 11 (ii) if to DBC, Data Broadcasting Corporation 3955 Point Eden Way Hayward, CA 94545-3720 Attention of Mark F. Imperiale, President with copies to: Camhy Karlinsky & Stein LLP 1740 Broadway Sixteenth Floor New York, NY 10019 Attention of Alan I. Annex, Esq. CBS Broadcasting Inc. 51 W 52nd Street New York, NY 10019 Attention of Fredric G. Reynolds Louis J. Briskman 11.7 The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 11.8 No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. 11.9 This Agreement, along with the Exhibits thereto, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Neither party shall be liable or bound to any other part, in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein. 11.10 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties. 11.11 This Agreement shall not become effective until executed by all proposed Parties hereto. 11 <PAGE> 12 11.12 This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. By an instrument in writing, any two parties hereto may waive compliance by the third partly with any term or provision of this Agreement that such third party was or is obligated to comply with or perform. 11.13 Except as provided in Article VI of the Contribution Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implies shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 11.14 The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section such reference shall be to a Section of this Agreement unless otherwise indicated. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. DATA BROADCASTING CORPORATION MARKETWATCH.COM, LLC By: By: --------------------------------- --------------------------------- Title: Title: ------------------------------ ------------------------------ 12 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-23.02 <SEQUENCE>3 <DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP. <TEXT> <PAGE> 1 EXHIBIT 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of our report dated September 17, 1998, relating to the financial statements of MarketWatch.Com, Inc., which appears in such Prospectus. We also consent to the application of such report to the Financial Statement Schedules as of December 31, 1997 and June 30, 1998 and the period from inception (October 29, 1997) through December 31, 1997 and the six months ended June 30, 1998 listed under Item 16(b) of this Registration Statement when such schedules are read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included these schedules. We also consent to the references to us under the headings "Experts" and "Selected Financial Data" in such Prospectus. However, it should be noted that PricewaterhouseCoopers LLP has not prepared or certified such "Selected Financial Data." PricewaterhouseCoopers LLP (no signature indicated) San Jose, California December 29, 1998 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-23.03 <SEQUENCE>4 <DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP. <TEXT> <PAGE> 1 EXHIBIT 23.03 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of our report dated June 15, 1998, relating to the financial statements of DBC Online/News Business, which appears in such Prospectus. We also consent to the application of such report to the Financial Statement Schedules as of December 31, 1996 and October 28, 1997 and the period from inception (October 1, 1995) through December 31, 1995, the year ended December 31, 1996 and for the period January 1, 1997 through October 28, 1997, listed under Item 16(b) of this Registration Statement when such schedules are read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included these schedules. We also consent to the references to us under the headings "Experts" and "Selected Financial Data" in such Prospectus. However, it should be noted that PricewaterhouseCoopers LLP has not prepared or certified such "Selected Financial Data." PricewaterhouseCoopers LLP San Jose, California December 29, 1998 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.01 <SEQUENCE>5 <DESCRIPTION>DESCRIPTION OF WEB SITE <TEXT> <PAGE> 1 EXHIBIT 99.01 RULE 134 EMAIL NOTICE, WIT CAPITAL MEMBERS SUBJECT: IPO Alert: MarketWatch.com, Inc. available through Wit Capital Wit Capital Corporation is pleased to announce that we are able to offer a participation in the Initial Public Offering of MarketWatch.com, Inc, lead managed by BT Alex. Brown and Donaldson, Lufkin & Jenrette as described below: ISSUER: MarketWatch.com is a leading Web-based provider of comprehensive, real- time business news, financial programming and analytic tools. The CBS.MarketWatch.com Web site also offers several tiers of paid subscription products, personal finance commentary and data, community features and other services designed to provide a "one-stop-shop" for the audience's financial information needs. SECURITY: Common Stock EXPECTED SIZE OF OFFERING: x shares EXPECTED PRICE RANGE: $x to $x NASDAQ SYMBOL: MKTW MANAGING UNDERWRITERS: BT Alex. Brown and Donaldson Lufkin & Jenrette, as Joint Book-Running Managers, Salomon Smith Barney and FAC/EQUITIES. INTERNET DISTRIBUTION: Wit Capital Corporation, as e-Manager/TM/, and DLJdirect Inc. are facilitating Internet distribution. If you think you may be interested in this Initial Public Offering available through Wit Capital, please visit http://www.witcapital.com/stok/mktw/*/ or call -------------------------------------- (888) 494-8227 x4427. You can view, download and print the Preliminary Prospectus from a dedicated section of Wit Capital's web site at http://www.witcapital.com/stok/mktw. You ----------------------------------- may also obtain a prospectus by calling Wit Capital at the above number or writing Wit Capital at: 826 Broadway, 6/th/ Floor, New York, NY 10003. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. <PAGE> 2 THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN AND REVOKED WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE TO THIS ADVERTISEMENT WILL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY KIND. Wit Capital is a Member NASD/SIPC - ------------------------ /*/ THROUGHOUT EXHIBIT, UNDERLINED TEXT DENOTES THAT SUCH TEXT APPEARS AS A NAVIGATION BUTTON OR A LINK TO ANOTHER SCREEN. 2 <PAGE> 3 RULE 134 EMAIL NOTICE, E-DEALER CUSTOMERS SUBJECT: IPO Alert: MarketWatch.com, Inc. available through (e-Dealer name). (e-Dealer name), in connection with Wit Capital Corporation acting as e-Manager, is pleased to announce that we are able to offer a participation in the Initial Public Offering of MarketWatch.com, Inc., lead managed by BT Alex. Brown and Donaldson, Lufkin & Jenrette as described below: ISSUER: MarketWatch.com is a leading Web-based provider of comprehensive, real- time business news, financial programming and analytic tools. The CBS.MarketWatch.com Web site also offers several tiers of paid subscription products, personal finance commentary and data, community features and other services designed to provide a "one-stop-shop" for the audience's financial information needs. SECURITY: Common Stock EXPECTED SIZE OF OFFERING: x shares EXPECTED PRICE RANGE: $x to $x NASDAQ SYMBOL: MKTW MANAGING UNDERWRITERS: BT Alex. Brown and Donaldson Lufkin & Jenrette, as Joint Book-Running Managers, Salomon Smith Barney and FAC/EQUITIES. INTERNET DISTRIBUTION: Wit Capital Corporation, as e-Manager/TM/, and DLJdirect Inc. are facilitating Internet distribution. If you think you may be interested in this Initial Public Offering available through (e-Dealer name), please visit http:www.e-Dealer.com/stok/mktw or call ------------------------------- (e-Dealer telephone number). You can view, download and print the Preliminary Prospectus from a dedicated section of (e-Dealer's) web site at http:www.e-Dealer.com/stok/mktw. You may ------------------------------- also obtain a prospectus by calling (e-Dealer name) at the above number or writing (e-Dealer name) at (street and city address). A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN AND REVOKED WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE TO THIS ADVERTISEMENT WILL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY KIND. (e-Dealer name) is a Member NASD/SIPC 3 <PAGE> 4 Text of Wit Capital/ e-Dealer Web site (a) GATEWAY PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ----------------------------------------------------------------- Contact Us, Mailing List. ------------------------- . CHILD FRAME - the following text appears in the child frame: . Initial Public Offering for MarketWatch.com, Inc. . Issuer Logo . Get Preliminary Prospectus, Place Conditional Offer, Open Account -------------------------- ----------------------- ------------ . Expected Size of Offering: X Common Stock Shares . Expected Price Range: $X - $X 5 <PAGE> 5 . Managing Underwriters: BT Alex Brown Donaldson, Lufkin & Jenrette Salomon Smith Barney FAC/Equities . Internet Distribution: Wit Capital Corporation, as e-Manager/TM/ DLJdirect Inc. . Summary: We are a leading Web based provider of comprehensive, real time business news, financial programming and analytic tools. Our CBS.MarketWatch.com Web site also offers several tiers of paid subscription products, personal finance commentary and data, community features and other services designed to provide a "one stop shop" for an audience's financial information needs. . A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. . NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN AND REVOKED WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE TO THIS ADVERTISEMENT WILL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY KIND. 6 <PAGE> 6 (b) REGISTRATION - STEP 1 PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . REGISTRATION - Step One . (If Client has not yet been required to enter a username and password) . To view the MarketWatch.com,Inc. preliminary prospectus at no charge, please enter your username and password below. Remember, to view a prospectus or to submit a request to buy shares, you must already have opened an account. . Interactive dialogue boxes appear requiring the user to enter his/her "Username" and "Password." . Two command buttons appear allowing the user to "Submit" or "Reset" the information entered. . Rules and Procedures, FAQs, Contact Us, Mailing List -------------------- ---- ---------- ------------ 7 <PAGE> 7 (c) REGISTRATION - STEP 2 PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . REGISTRATION - Step Two . In order to keep our records updated, please answer the following questions: After completing the information below, click the submit button. . These securities may not be sole nor may offers to buy be accepted from anyone other than United States Nationals or Residents. . 1. Are you a United States National or Resident? Yes [ ] No [ ] . In addition, (b/d) will not distribute the prospectus outside of the United States. . 2. Are you currently in the United States? Yes [ ] No [ ] . 3. Do you hold any NASD licenses? Yes [ ] No [ ] . If you (or any member of your immediate family, or any business entity with which you are affiliated, or any account in which you have a beneficial interest) are an officer, director, general partner, employee or agent of a member firm, or a stock exchange or the National Association of Securities Dealers, or you are associated with, have an affiliation with or have contributed capital to a broker/dealer, you must disclose below. Or if you (or a member of your household or immediate family) are a senior officer of a bank, savings and loan institution, insurance company, investment company, investment advisor or other similar institution, or are an employee of the securities department of such institution, you must disclose below. . 4. Stock Exchange [ ] NASD [ ] Bank [ ] Insurance Company [ ] Investment Advisor [ ] . Company Name: followed by interactive dialogue box allowing user to enter a response. . In order to participate in new issues of securities, your objective must allow for speculation. Speculative investments are risky and are not appropriate for everyone. You should assess whether such investments are suitable for you. . 5. Do your investment objectives allow for speculation? Yes [ ] No [ ] 8 <PAGE> 8 (d) REGISTRATION PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ---------------- . CHILD FRAME - the following text appears in the child frame: . REGISTRATION . To view any Wit Capital Prospectus at no charge, simply complete the information below and click Submit Remember, to submit a conditional offer to purchase shares, first open an account. . Required: . Please enter your e-mail address: followed by an interactive dialogue box allowing the user to enter a response. . If you are not a member, please answer these optional questions as well. . The user is asked to enter his/her first name, last name, day time phone, evening phone and state via interactive dialogue boxes. . Two command buttons appear allowing the user to "submit" or "Reset" the information entered. . Rules & Procedures, FAQs, Contact Us, Mailing List 9 <PAGE> 9 (e) REQUIRED INFORMATION PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . REQUIRED INFORMATION . You did not provide an answer for all of the required fields. Use your back button to return to the registration page and complete all required fields. Please contact mail@bd.com for more information. ----------- . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ 10 <PAGE> 10 (f) SECURITIES LAW DOES NOT PERMIT PAGE SCREEN SHOT - consists of a parent frame and child frame . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . Securities Law Does Not Permit . We're sorry. Due to (Foreign securities laws) we are not permitted to give you access to the prospectus. Please contact mail@bd.com for ----------- more information. . (OR) . Affiliation Does Not Permit . We're sorry. Due to (affiliation requirements) we are not permitted to give you access to the prospectus. Please contact mail@bd.com for ----------- more information. . (OR) . Suitability Does Not Permit . We're sorry. Due to (suitability requirements) we are not permitted to give you access to the prospectus. Please contact mail@bd.com for ----------- more information. . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ 11 <PAGE> 11 (g) PROSPECTUS LINKS PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . Issuer Logo . The MarketWatch.com,Inc. preliminary prospectus is available in PDF and HTML formats only. To download simply click the appropriate link below. To open the PDF version you will need to download Adobe Acrobat Reader. ----- -------------- . PDF prospectus - 592K --------------------- Approx. Time (28.8K): 4 Mins 6 Secs . HTML prospectus - 1.22Mb ------------------------ Approx. Time (28.8K): 8 Min . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ 12 <PAGE> 12 (h) PROSPECTUS PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: [MarketWatch.com, Inc. prospectus] (i) OPEN AN ACCOUNT - STEP 1 PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . Open An Account . Three Easy Choices: . Please read the following choices and select the one that best suits you. . [graphic of two computers] 1. Apply Online. This is the fastest way ------------ to open your account. If you open an individual account you may immediately enter a Conditional Offer to buy a new issue. We recommend this option for those using Netscape 3.0 or higher or Microsoft 1.E.4.0 or higher and are familiar with their use. . [graphic of pen and clipboard] 2. Print Application. Use this option ----------------- if you would prefer to fill out the application by hand. An account application may be printed from our site and mailed back to Wit Capital. . [graphic of telephone] 3. Over the Telephone. You may call a Wit ------------------ Capital representative at 1-888-4WITCAP (888-494-8227) to open your account over the telephone between the hours of 8:30 a.m.-7:00 p.m. Monday through Friday. . Non U.S. Residents: . Please follow either choice 2, or 3. . Rules & Procedures, FAQ's, Contact Us, Mailing List ------------------ ----- ---------- ------------ 13 <PAGE> 13 (j) OPEN AN ACCOUNT -STEP 2 PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . Open An Account . If you live in the United States, you should complete a customized online account application that starts on this screen. The process is straight forward. Just follow the directions. . Step 1 - Account Registration. . Select how you would like your account registered. The most common registration types are individual, Joint Tenants with Rights of Survivorship, and IRA's. For descriptions of these and other registration types visit Types of Account Registrations. ------------------------------ . A drop down dialogue box appears displaying the types of accounts. . Step 2 - Account Type . Indicate whether you want to open a cash account or a margin account. A cash account enables you to buy or sell securities on a cash basis. A margin account gives you the option to buy or sell on a cash basis or borrow funds using your marginable securities or cash as collateral. . A drop down dialogue box appears displaying the types of accounts. . Step 3 - State of Residence 14 <PAGE> 14 . Specify your state of residence. If you are a non U.S. resident please indicate so below. . A drop down dialog box appears allowing the user to enter his/her state of residency or other. . Step 4 - Preliminary Data . Check all of the following that apply: . [ ] I would like to authorize someone else to trade on my account. . [ ] I am not a permanent resident or citizen of U.S.A. . [ ] I would like to fund my account by transferring funds or securities from another existing brokerage account. . Command button allowing the user to "continue". . Step 5 - Primary Data . Provide all of the following information. Optional data is indicated as such. . Account Information . The user (account owner) is required to enter his/her title, first name, middle initial, last name, date of birth, social security number, marital status, number of dependants, daytime phone, evening phone, e-mail address, gender, legal address, city, state, zip code, mailing address, city, state, zip code via interactive dialogue boxes. . Citizenship . Are you a U.S. Citizen? Yes [ ] No [ ] . If you are not a U.S. Citizen, answer the following questions. . Please specify country of citizenship: . A drop down dialogue box appears allowing the user to enter his/her country of citizenship. . And enter passport number: 15 <PAGE> 15 . A drop down dialogue box appears allowing the user to enter his/her passport number. . Also enter country that issued passport . A drop down dialogue box appears allowing the user to enter the name of the country issuing his/her passport. . Are you a non-resident alien? Yes [ ] No [ ] . Financial Information . Annual Income: followed by a drop down dialogue box. . Liquid Net Worth: followed by a drop down dialogue box . Net Worth Excluding Home: followed by a drop down dialogue box . Estimated Tax Bracket: followed by a drop down dialogue box . Accredited Investor Information . To participate in private placements you must be an Accredited Investor. To establish your status as an Accredited Investor complete the following: . Do you and your spouse have a combined net worth of $1,000,000 or more? . Yes [ ] No [ ] . For each of the past two years has your annual income been greater than or equal to $200,000 or has the combined annual income of you and your spouse been greater than or equal to $300,000? . Yes [ ] No [ ] . Do you anticipate your income will continue at that level? . Yes [ ] No [ ] . Employment/Occupational Information . The user is required to enter his/her employer name, employment status, position/title, years employed, type of business; 16 <PAGE> 16 employer street address, city, state and zip code via interactive dialogue boxes. . Affiliation Status . Are you (or a member of your household or if a business entity anyone affiliated with you) a director, 10% shareholder, or policy-making officer of a publicly traded company? . A drop down dialogue box appears allowing the user to enter response. . If YES, please specify the Company Symbol: . A drop down dialogue box appears allowing the user to enter response. . Do you (or a member of your household or if a business entity anyone affiliated with you) have an affiliation with, or work for, a member firm of a stock exchange or the National Association of Securities Dealers, Inc.? Or, are you (or a member of your household or immediate family) a senior officer of a bank, trust or insurance company, or other similar institution, or an employee of the securities department of such institution? . If YES, please specify the firm or company: . A drop down dialogue box appears allowing the user to enter response. . Do you hold any NASD Licenses: Yes [ ] No [ ] . Money Fund Instructions . Designate which Money Market fund you wish to use for your uninvested cash: . An Alliance Money Market Prospectus is available for each fund. You must read this prospectus before investing. We suggest you also download or print a copy after you complete this application and retain it for your records. PLEASE READ IT CAREFULLY before you invest. . Banking Reference Information . The user is required to enter his/her bank and branch name, 17 <PAGE> 17 account number and bank state via interactive dialogue boxes. . Investing Experience . Indicate how many years of prior trading or investing experience you have with each of the following. . Certificate of Deposit: followed by an interactive dialogue box allowing the user to enter a response. . Mutual Funds: followed by an interactive dialogue box allowing the user to enter a response. . Stocks: followed by an interactive dialogue box allowing the user to enter a response. . Bonds: followed by an interactive dialogue box allowing the user to enter a response. . Options: followed by an interactive dialogue box allowing the user to enter a response. . Limited Partnerships: followed by an interactive dialogue box allowing the user to enter a response. . Futures: followed by an interactive dialogue box allowing the user to enter a response. . Investment Objectives . What are your Investment Objectives? You may check all that apply. . Growth: followed by an interactive dialogue box allowing the user to enter a response. . Current Income: followed by an interactive dialogue box allowing the user to enter a response. . Tax Deferral: followed by an interactive dialogue box allowing the user to enter a response. . Liquidity: followed by an interactive dialogue box allowing the user to enter a response. 18 <PAGE> 18 . Credit Preferences: followed by a drop down dialogue box allowing the user to enter a response. . In order to participate in new issues of securities, your objectives must allow for speculation. Speculative investments are risky and are not appropriate for everyone. You should assess whether such investments are suitable for you. Do your investment objectives allow for speculation? . Yes [ ] No [ ] . Duplicate Confirmations/Statements . Complete this section if you want duplicate confirmations/statements sent to a third party. If you have any affiliation with, or work for, a member firm of a stock exchange or the NASD, or a bank, trust, or insurance company, you must complete this section so that duplicate confirmations/statements can be sent to your firm. Confirmations to member NASD firms are free. Duplicate confirmations/statements are free so long as your recipient's e-mail address has been provided. . The user is asked to enter the individual name/NASD firm name, mailing address, city, state, zip code and e-mail via interactive dialogue boxes. . Optional Information . How did you hear about Wit Capital? Followed by a drop down dialogue box. . If other please specify. Followed by an interactive dialogue box. . Which brokerage firm holds the largest portion of your assets? Followed by an interactive dialogue box. . Which brokerage firm handles most of your trades? Followed by an interactive dialogue box. . Please indicate your modem speed at the location where you most often conduct your online investing. Followed by an interactive dialogue box. . "Continue" command button. 19 <PAGE> 19 (k) CONDITIONAL OFFER PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . IPO CONDITIONAL OFFER . Issuer: MKTW . I'd like to place a Conditional Offer for the following number of shares: followed by an interactive dialogue box. . The user may choose from: . At the offering price [ ] . or . Limit Price [ ]: followed by an interactive dialogue box allowing the user to enter a price . Two command buttons allowing the user to "Submit Offer" or "Clear Offer" . This order is based on my review of the most current version of the MKTW preliminary prospectus as linked. ---------------------- . No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date. 20 <PAGE> 20 (l) GATEWAY PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . [X] RULES AND PROCEDURES . PURCHASING NEW ISSUES . . Types of new issues ------------------- . Risks and suitability --------------------- . Initial Public Offerings ------------------------ . Viewing offering materials -------------------------- . Entering Conditional Offers --------------------------- . Changing or canceling Conditional Offers ---------------------------------------- . Blue Sky and foreign securities laws ------------------------------------ . Buying limits ------------- . Funding deadlines ----------------- . Re-circulations --------------- . Allocations ----------- . Flippers will lose priority --------------------------- . Affinity groups may gain priority --------------------------------- . Confirmation of purchase ------------------------ . Final prospectus delivery ------------------------- . Secondary and Follow-On Offerings --------------------------------- . Viewing offering materials -------------------------- . Entering Conditional Offers --------------------------- . Changing or canceling Conditional Offers ---------------------------------------- 21 <PAGE> 21 . Blue Sky and foreign securities laws ------------------------------------ . Buying limits ------------- . Funding deadlines ----------------- . Re-circulations --------------- . Allocations ----------- . Flippers will lose priority --------------------------- . Affinity groups may gain priority --------------------------------- . Confirmation of purchase ------------------------ . Final prospectus ---------------- . Wit Capital does not provide tax, legal, or accounting advice and does not recommend the suitability of any investment or investment strategy. You assume full responsibility for all of your investment decisions. . Types of New Issues. Wit Capital offers its Members opportunities to participate in new issues of securities, including: . Initial Public Offerings. A new issue in which an issuer sells shares to an underwriter who, in turn, resells to investors at the offering price. Typically, the shares begin trading immediately on a national market such as NASDAQ or the New York Stock Exchange. The first time a company sells stock that trades publicly is called an Initial Public Offering or IPO. . Secondary, Follow-On and Combination Offerings. The public sale by shareholders of previously issued securities that are already trading publicly is called a Secondary Offering. The public sale by an issuer of newly issued securities by a company which already has publicly traded securities is called a Follow-On Offering. 22 <PAGE> 22 Frequently offerings have both a primary (Follow-On) and secondary component. These offerings are known as Combination Offerings. In underwritten Secondary, Follow-On and Combination Offerings, a selling shareholder(s) and/or corporate issuer sells securities to an underwriter who, in turn, resells the securities to investors at the offering price. . Risks and Suitability: Investing in new issues is speculative and highly risky and is only appropriate for certain investors. Members assume full responsibility for determining whether any new issue is appropriate for them. . Initial Public Offerings. . Viewing offering materials. Initial Public Offerings are offered and sold by way of an official offering document called a prospectus. The prospectus is filed with federal and state securities regulators as part of the registration statement which must be declared effective prior to the issue. . After the prospectus has been filed but before the offering is declared effective, offers to sell the securities can be made using a preliminary prospectus or "red herring." The preliminary prospectus generally indicates a range of prices within which the issue is expected to be made. Issues typically also prepare roadshow presentations during the period when the preliminary prospectus is pending. . In each public offering in which Wit Capital participates as an underwriter, Members may view an online copy of the preliminary prospectus together with any roadshow material made available by the issuer. Guest Users may also view this material if they first provide some basic personal information and an e-mail address. . Entering Conditional Offers. If you are a Member, during the period when the preliminary prospectus is pending, you will be able to enter "Conditional Offers" to purchase securities when 23 <PAGE> 23 and if issued. Conditional Offers are in effect conditional offers to purchase securities. These offers cannot be accepted until the registration statement for the offering has been declared effective by the Securities and Exchange Commission. Upon the registration statement being declared effective by the Securities and Exchange Commission, we will contact you by e-mail or telephone to notify you of the effectiveness of the registration statement. YOU WILL THEN NEED TO CONTACT US BY E-MAIL OR TELEPHONE ON THE DATE THAT WE CONTACT YOU AND REAFFIRM YOUR PREVIOUSLY SUBMITTED CONDITIONAL OFFER. IF YOU FAIL TO REAFFIRM YOUR PREVIOUS OFFER, WE MAY NOT BE ABLE TO INCLUDE YOU IN THE OFFERING. Please note that if there are not enough shares for all customers who have placed conditional offers, you may not have the opportunity to affirmatively confirm your conditional offer or, if you do affirmatively confirm your conditional offer, we may not be able to offer you shares in the offering. . Conditional Offers may be entered as "limit orders" which means that you are willing to purchase the securities at up to a particular price. Alternatively, Conditional Offers may be entered "at the offering price" which means that you are willing to purchase securities at the price at which the issue is made (so long as it is within the range specified in the preliminary prospectus.) . To enter a Conditional Offer, follow these steps: . Complete the Conditional Offer form that appears, specifying the number of shares, the type of order and for limit orders, the price. . Click on the review button to review your offer. Once you have reviewed it, click on the submit conditional offer button to transmit it to Wit Capital. . Wait until your Conditional Offer has been received. You will be notified of its receipt by an acknowledgement message on your screen. Your Conditional Offer will also appear as an open 24 <PAGE> 24 order in your account. . Canceling or changing Conditional Offers. To cancel or modify Conditional Offers, simply go to your Open Orders page, which appears in the Manage My Account section of our main website. Look for the Conditional Offer and click either of the buttons next to it marked Change or Cancel. . Blue Sky and foreign securities laws. Conditional Offers will be accepted only from Members residing in jurisdictions where the offering has been registered under local securities laws or where such registration is not required. Not all offerings are registered in every state or available in every country and therefore not every Member will be eligible to participate in every public offering. . Buying limits. For our mutual protection, Wit Capital may set limits on the amount or proportion of investments you can make in speculative securities including Initial Public Offerings. Although Wit Capital reserves the right to reject or cancel your Conditional Offers at any time and without notice, generally you will receive notice of any rejection or cancellation. . Funding deadlines. Conditional Offers may be entered as soon as a preliminary prospectus has been posted, without available funds in your account. However if you do not have on deposit $1,000 (which is the minimum account balance for all trades with Wit Capital) as of the time immediately after the registration statement has been declared effective, Wit Capital may cancel your Conditional Offer and/or your priority. The full amount of the purchase price must be paid by the settlement date. . Initial Public Offerings must be purchased in the cash portion of your account. 25 <PAGE> 25 . Re-circulations. On occasion, an amended prospectus is prepared during the public offering process that contains material changes to the information provided in the preliminary prospectus. In these cases, a revised preliminary prospectus must be circulated to buyers in the offering. . In the event of re-circulations, Members who have entered Conditional Offers will be sent an e-mail message directing them to a site on the World Wide Web where a copy of the amended preliminary prospectus is posted. From the site the amended preliminary prospectus can be read and printed or downloaded. As agreed by each Member in the customer agreement governing all Wit Capital accounts, such delivery shall constitute good and effective delivery of the amended preliminary prospectus whether or not you follow the instructions and actually access the new prospectus via the Web. . Allocations. Wit Capital's general rule of allocation is first- come first-served, and our proprietary electronic order book has been designed to record the time and date of each Conditional Offer. Generally, Members submitting Conditional Offers first will have priority over those who submit them later, subject to minimum and maximum limits that will be set on a deal by deal basis. . There are, however, two important exceptions to the first-come first-served allocation principle: . Flippers will lose priority. Members who have track records for buying public offering shares and holding them for at least 60 days will have priority over Members who do not have such records. Thus, Wit Capital shall attempt to penalize "flippers" by reducing their likelihood of obtaining shares in subsequent public offerings. . To enforce this anti-flipping policy, Wit Capital will maintain for 26 <PAGE> 26 each Member a rating score that tracks their record for buying and holding public offering shares. Members will score positive points based on the number of Initial Public Offering shares purchased and held. If you sell these shares, or transfer them out of your account, within 60 days, then you will score negative points. . Affinity groups may gain priority. In certain offerings, Wit Capital may agree with an issuer to favor Members who are also customers or employees of the issuer or who have some other preexisting relationship with the issuer. In these transactions general Members will be able to purchase after shares are allocated to the Members who are also part of the issuer's affinity group. . Wit Capital reserves the right to allocate shares on any basis or to change its method of allocating shares at any time and without notice, and Members should not expect that entering a Conditional Offer in any way entities them to purchase any securities. . Confirmation of purchase. On the new issue date, Members whose Conditional Offers have been accepted and who have reaffirmed their Conditional Offers by telephone or e-mail will receive by e-mail a confirmation specifying the number of shares purchased and the issue price. The shares will automatically be deposited into your account. . If you did not receive shares in the allocation, then you will receive by e-mail a message indicating that your Conditional Offer has been cancelled. . Final prospectus delivery. Members whose Conditional Offers are accepted will also receive an e-mail message directing them to a site on the World Wide Web where a final prospectus is posted. From the site the final prospectus can be read and printed or downloaded. As agreed by each Member in the customer agreement governing all Wit Capital accounts, such delivery shall constitute good 27 <PAGE> 27 and effective delivery of the final prospectus whether or not you follow the instructions and actually access the final prospectus via the Web. Federal and state securities laws require delivery of the final prospectus. . Secondary, Follow-On and Combination Offerings. . Viewing offering materials. Registered Secondary, Follow-On and Combination Offerings are offered and sold by way of an official offering document called a prospectus. The prospectus is filed with federal and state securities regulators unless exempt from such requirements as part of the registration statement which must be declared effective prior to the issue. . After the prospectus has been filed but before the offering is declared effective, offers to sell the securities can be made using a preliminary prospectus or "red herring." The preliminary prospectus generally indicates the last sale price of the security prior to the filing of the registration statement. Issuers typically also prepare roadshow presentations during the period when the preliminary prospectus is pending. . In each Secondary, Follow-On and Combination Offering in which Wit Capital participates as an underwriter, Members may view an online copy of the preliminary prospectus together with any roadshow material made available by the issuer. Guest Users may also view this material if they first provide some basic personal information and an e-mail address. . Entering Conditional Offers. If you are a Member, during the period when the preliminary prospectus is pending, you will be able to enter "Conditional Offers" to purchase securities when and if issued. Conditional Offers are in effect conditional offers to purchase securities. These offers cannot be accepted until the registration statement for the offering has been declared effective by the Securities and Exchange Commission. Upon the 28 <PAGE> 28 registration statement being declared effective by the Securities and Exchange Commission, we will contact you by e-mail or telephone to notify you of the effectiveness of the registration statement. YOU WILL THEN NEED TO CONTACT US BY E-MAIL OR TELEPHONE ON THE DATE THAT WE CONTACT YOU AND REAFFIRM YOUR PREVIOUSLY SUBMITTED CONDITIONAL OFFER. IF YOU FAIL TO REAFFIRM YOUR PREVIOUS OFFER, WE MAY NOT BE ABLE TO INCLUDE YOU IN THE OFFERING. Please note that if there are not enough shares for all customers who have placed conditional offers, you may not have the opportunity to affirmatively confirm your conditional offer or, if you do affirmatively confirm your conditional offer, we may not be able to offer you shares in the offering. . You shall be entitled to cancel any Conditional Offer at any time prior to such time as you are sent notice that the Time of Effectiveness has occurred and your offer has been accepted. . Conditional Offers may be entered as "limit orders" which means that you are willing to purchase the securities at up to a particular price. Alternatively, Conditional Offers may be entered "at the offering price" which means that you are willing to purchase securities at the price at which the issue is made. For Secondary, Follow-On and Combination Offerings, typically the offering price is subject to market conditions and frequently is in close proximity to the last sale price of the security in its principle trading market prior to the pricing terms of the offering being set. . To enter a Conditional Offer, follow these steps: . Complete the Conditional Offer form that appears, specifying the number of shares, the type of order and for limit orders, the price. . Click on the review button to review your offer. Once you have reviewed it, click on the submit conditional offer button to transmit it to Wit Capital. 29 <PAGE> 29 . Wait until your Conditional Offer has been received. You will be notified of its receipt by an acknowledgement message on your screen. Your Conditional Offer will also appear as an open order in your account. . Canceling or changing Conditional Offers. To cancel or modify Conditional Offers, simply go to your Open Orders page, which appears in the Manage My Account section of our main website. Look for the Conditional Offer and click either of the buttons next to it marked Change or Cancel. . Blue Sky and foreign securities laws. Conditional Offers will be accepted only from Members residing in jurisdictions where the offering has been registered under local securities laws or where such registration is not required. Not all offerings are registered in every state or available in every country and therefore not every Member will be eligible to participate in every Secondary, Follow-On and Combination Offering. . Buying limits. For our mutual protection, Wit Capital may set limits on the amount or proportion of investments you can make in speculative securities including Secondary, Follow-On and Combination Offerings. Although Wit Capital reserves the right to reject or cancel your Conditional Offers at any time and without notice, generally you will receive notice of any rejection or cancellation. . Funding deadlines. Conditional Offers may be entered as soon as a preliminary prospectus has been posted, without available funds in your account. However if you do not have on deposit $1,000 (which is the minimum account balance for all trades with Wit Capital) as of the time immediately after the registration statement has been declared effective, Wit Capital may cancel your Conditional Offer 30 <PAGE> 30 and/or your priority. The full amount of the purchase price must be paid by the settlement date. . Secondary, Follow-On and Combination Offerings generally must be purchased in the cash portion of your account. . Re-circulations. On occasion, an amended prospectus is prepared during the public offering process that contains material changes to the information provided in the preliminary prospectus. In these cases, a revised preliminary prospectus must be circulated to buyers in the offering. . In the event of re-circulations, Members who have entered Conditional Offers will be sent an e-mail message directing them to a site on the World Wide Web where a copy of the amended preliminary prospectus is posted. From the site the amended preliminary prospectus can be read and printed or downloaded. As agreed by each Member in the customer agreement governing all Wit Capital accounts, such delivery shall constitute good and effective delivery of the amended preliminary prospectus whether or not you follow the instructions and actually access the new prospectus via the Web. . Allocations. Wit Capital's general rule of allocation is first- come first-served, and our proprietary electronic order book has been designed to record the time and date of each Conditional Offer. Generally, Members submitting Conditional Offers first will have priority over those who submit them later, subject to minimum and maximum limits that will be set on a deal by deal basis. . There are, however, two important exceptions to the first-come first-served allocation principle: . Flippers will lose priority. Members who have track records for buying Secondary, Follow-On and Combination offerings and holding them for at least 30 days will have priority over Members who do not have such records. Thus, Wit Capital shall attempt to penalize "flippers" by reducing their likelihood of obtaining shares in subsequent public offerings. 31 <PAGE> 31 . To enforce this anti-flipping policy, Wit Capital will maintain for each Member a rating score that tracks their record for buying and holding public offering shares. Members will score positive points based on the number of public offering shares purchased and held. If you sell these shares, or transfer them out of your account, within 30 days (60 days for Initial Public Offerings), then you will score negative points. . Affinity groups may gain priority. In certain offerings, Wit Capital may agree with an issuer to favor Members who are also customers or employees of the issuer or who have some other preexisting relationship with the issuer. In these transactions general Members will be able to purchase after shares are allocated to the Members who are also part of the issuer's affinity group. . Wit Capital reserves the right to allocate shares on any basis or to change its method of allocating shares at any time and without notice, and Members should not expect that entering a Conditional Offer in any way entitles them to purchase any securities. . Confirmation of purchase. On the new issue date, Members whose Conditional Offers have been accepted and who have reaffirmed their Conditional Offers by telephone or e-mail will receive by e-mail a confirmation specifying the number of shares purchased and the issue price. The shares will automatically be deposited into your account. . Final prospectus delivery. Members whose Conditional Offers are accepted will also receive an e-mail message directing them to a site on the World Wide Web where a final prospectus is posted. From the site the final prospectus can be read and printed or downloaded. As agreed by each Member in the customer agreement governing all Wit Capital accounts, such delivery shall constitute good and effective delivery of the final prospectus whether or not you follow 32 <PAGE> 32 the instructions and actually access the final prospectus via the Web. Federal and state securities laws require delivery of the final prospectus. . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ 33 <PAGE> 33 (m) FREQUENTLY ASKED QUESTIONS (FAQS) PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . FAQs . Initial Public Offerings . 1. What is an Initial Public Offering? ---------------------------------- . 2. Why are individual investors often excluded from traditional IPOS? ----------------------------------------------------------------- . 3. What is the process for subscribing to a Wit Capital IPO? -------------------------------------------------------- . 4. How can I learn more about the companies being issued? ----------------------------------------------------- . 5. What happens if there are not enough shares to meet demand? ---------------------------------------------------------- . 6. How long should I hold shares I purchase in an IPO? -------------------------------------------------- . Secondary, Follow-On and Combination Offerings . 1. What is a Secondary Offering? ---------------------------- . 2. What is a Follow-On Offering? ---------------------------- . 3. What is a Combination Offering? ------------------------------ . 4. Why are individual investors often excluded from traditional ------------------------------------------------------------ Secondary, Follow-On and Combination Offerings? ---------------------------------------------- . 5. What is the process for subscribing to a Wit Capital Secondary, --------------------------------------------------------------- Follow-On or Combination Offering? --------------------------------- . 6. How can I learn more about the companies being issued? ----------------------------------------------------- . 7. What happens if there are not enough shares to meet demand? ---------------------------------------------------------- . 8. How long should I hold shares I purchase in a Secondary, Follow-On ------------------------------------------------------------------ or Combination Offering? ----------------------- . Q. What is an Initial Public Offering? ---------------------------------- . A. An IPO is a corporation's first offering of a security representing shares of the company to the public. Growing companies typically use IPOs to raise capital for future business expansion. Generally, an underwriter prepays the issuer for its stock and then goes ----------- ------ to the public market to sell it. . Q. Why are individual investors often excluded from traditional IPOs? . A. Shares sold in a traditional IPO are generally marketed to, and reserved for, institutional investors and their preferred customers. A Wit Capital IPO however, gives Members equal opportunity to buy stock in emerging growth companies at the offering price. . Q. What is the process for subscribing to a Wit Capital IPO? . A. When you become a Member, you'll receive an e-mail message --------------- notifying you whenever a new preliminary prospectus is posted on our web ---------------------- 34 <PAGE> 34 site. After you review the prospectus, you may enter a Conditional Offer if you want to subscribe. You will need to affirmatively confirm your conditional offer to buy after the registration statement for the offering has been declared effective. This is described in more detail under Rules and Procedures. If you do not have on deposit $1,000 (which -------------------- is the minimum account balance for all trades with Wit Capital) as of the time immediately after the registration statement for the offering has been declared effective, Wit Capital may cancel your Conditional Offer ----------------- and/or your priority. You will be notified by e-mail on the pricing date if you have received shares in an offering. Full payment of the purchase price is due on the settlement date for the initial public offering. . Q. How can I learn more about the companies being issued? . A. The first step to learning about a potential investment is to review the issuing company's preliminary prospectus or "red herring". ---------------------- These documents, which have been submitted to the SEC, are available for all Wit Capital Public Offerings online at the Wit Capital web site. A company's prospectus includes company background information, financial data and specifics about the offering. Prospectuses can either be viewed online or downloaded. . Q. What happens if there are not enough shares to meet demand? . A. Wit Capital's general rule of allocation will be first-come first-served. That means that no special preferences will be made to reward special customers or big accounts. This is the cornerstone of a fair system, and Wit Capital is committed above all else to fair treatment of its Members. News of each offering will be simultaneously e-mailed to 35 <PAGE> 35 all Members, and Wit Capital's proprietary electronic order book will record the time and date of each Member's Conditional Offer. Generally, Members submitting Conditional Offers first will have priority over those who submit later. . Q. How long should I hold shares I purchase in an IPO? . A. At least 60 days. By not "flipping" shares before 60 days, our Members will help make sure that high-quality issuers will continue to want to work with us. Members who have track records for buying IPO shares and holding them in their account beyond 60 days will have priority in future IPO share allocations over Members who do not, although the general rule of allocation will ---------- be first-come first-served. To encourage this buy-and-hold approach, Wit Capital will maintain for each Member a rating score that tracks their record for buying and holding public offering shares. When you buy an IPO issue, you score positive points based on the number of shares purchased. If you then sell the shares within 60 days, or transfer the shares out of your account, then you score negative points. . Q. What is a Secondary Offering? . A. A Secondary Offering is the public sale by shareholders of previously issued securities that are already trading publicly. In underwritten Secondary Offerings, a selling shareholder or corporate issuer sells securities to an underwriter who, in turn, ----------- resells the securities to investors at the offering price. Registered Secondary Offerings are priced in negotiations between the selling shareholder(s), issuer and the representative(s) of ------ 36 <PAGE> 36 the underwriter(s) taking into account the representative(s) assessment of demand for the securities. Typically these offerings are priced in close proximity to the last sale price of the security in its principal trading market prior to the pricing terms of the offering being set. Typically, the offering shares begin trading on a stock exchange or "over-the-counter" through the NASDAQ stock market shortly after the pricing terms have been set. . Q. What is a Follow-On Offering? . A. A Follow-On Offering is the public sale by an issuer of ------ newly issued securities by a company which already has publicly traded securities. In underwritten Follow-On Offerings, a selling shareholder or corporate issuer sells securities to an underwriter who, in turn, resells ----------- the securities to investors at the offering price. Registered Follow-On Offerings are priced in negotiations between the selling shareholder(s), issuer and the representative(s) of the underwriter(s) taking into account the representative(s) assessment of demand for the securities. Typically these offerings are priced in close proximity to the last sale price of the security in its principal trading market prior to the pricing terms of the offering being set. Typically, the offering shares begin trading on a stock exchange or "over-the-counter" through the NASDAQ stock market shortly after the pricing terms have been set. . Q. What is a Combination Offering? . A. Frequently offerings have both a primary (Follow-On) and secondary component. These offerings are known as Combination Offerings. In underwritten Combination Offerings, a selling shareholder or corporate issuer sells securities to an underwriter who, in turn, resells ----------- the securities to investors at the offering price. Registered Combination Offerings are priced in negotiations between the selling shareholder(s), issuer ------ and the representative(s) of the underwriter(s) taking into account the representative(s) assessment of demand for the securities. Typically these offerings are priced in close proximity to the last sale price of the security in its principal trading market prior to the pricing 37 <PAGE> 37 terms of the offering being set. Typically, the offering shares begin trading on a stock exchange or "over-the-counter" through the NASDAQ stock market shortly after the pricing terms have been set. . Q. Why are individual investors often excluded from traditional Secondary, Follow-On and Combination Offerings? . A. Shares sold in a traditional Secondary, Follow-On and Combination Offerings are generally marketed to, and reserved for, institutional investors and their preferred customers. A Wit Capital Secondary, Follow-On or Combination Offering however, gives Members equal opportunity to buy stock in emerging growth and other companies at the offering price. . Q. What is the process for subscribing to a Wit Capital Secondary, Follow-On or Combination Offering? . A. When you become a Member, you'll receive an e-mail message --------------- notifying you whenever a new preliminary prospectus is ---------------------- posted on our web site. After you review the prospectus, you may enter a Conditional Offer if you want to subscribe. You will need to affirmatively confirm your conditional offer to buy after the registration statement for the offering has been declared effective. This is described in more detail under Rules and Procedures. If -------------------- you do not have on deposit $1,000 (which is the minimum account balance for all trades with Wit Capital) as of the time immediately after the registration statement for the offering has been declared effective, Wit Capital may cancel your Conditional Offer and/or your priority. You ----------------- will be notified by e-mail on the pricing date if you have received shares in an offering. Full payment of the purchase price is due on the settlement date for the Secondary, Follow-On or Combination Offering. Investing in Secondary, Follow-On or Combination Offerings is speculative and highly risky and is only appropriate for certain investors. Members assume full responsibility for determining whether investing in new issues is appropriate for them. 38 <PAGE> 38 . Q. How can I learn more about the companies being issued? . A. The first step to learning about a potential investment is to review the issuing company's preliminary prospectus or ---------------------- "red herring". These documents, which have been submitted to the SEC, are available for all Secondary, Follow-On and Combination Offerings in which Wit Capital is participating on the Wit Capital web site. A company's prospectus includes company background information, financial data and specifics about the offering. Prospectuses can either be viewed online or downloaded. . Q. What happens if there are not enough shares to meet demand? . A. Wit Capital's general rule of allocation will be first-come first-served. That means that no special preferences will be made to reward special customers or big accounts. This is the cornerstone of a fair system, and Wit Capital is committed above all else to fair treatment of its Members. News of each offering will be simultaneously e-mailed to all Members, and Wit Capital's proprietary electronic order book will record the time and date of each Member's Conditional Offer. Generally, Members submitting Conditional Offers first will have priority over those who submit later. . Q. How long should I hold shares I purchase in a Secondary, Follow-On or Combination Offering? . A. At least 30 days. By not "flipping" shares before 30 days, our Members will help make sure that high-quality issuers will continue to want to work with us. Members who have track records for buying Secondary, Follow-On or Combination Offering shares and holding them in their account beyond 30 days will have priority in future new issue share allocations over Members who do not, although the general rule of allocation will be first-come first- ---------- served. 39 <PAGE> 39 To encourage this buy-and-hold approach, Wit Capital will maintain for each Member a rating score that tracks their record for buying and holding public offering shares. When you buy a Secondary, Follow-On or Combination Offering, you score positive points based on the number of shares purchased. If you then sell the shares within 30 days, or transfer the shares out of your account, then you score negative points. . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ 40 <PAGE> 40 (n) CONTACT US PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . Contact Us . For additional information including trading, account management and research, please visit our website at (website address) or call us at (telephone number) . Mail address: [x] . E-mail address: [x] . Rules & Procedures, FAQs, Contact Us, Mailing List ------------------ ---- ---------- ------------ <PAGE> 41 (o) JOIN OUR MAILING LIST PAGE SCREEN SHOT - consists of a parent frame and child frame. . PARENT FRAME - contains the text "BROKER/DEALER" and navigation buttons for Open Account, Place Conditional Offer, Rules & Procedures, FAQ's, ------------ ----------------------- ------------------ ----- Contact Us, Mailing List. ---------- ------------- . CHILD FRAME - the following text appears in the child frame: . JOIN OUR MAILING LIST . To be notified by e-mail whenever Wit Capital has a new development, complete the following form. If you are a Member, you are already on our mailing list and need not fill this out. . Required Data . E-mail (primary): followed by an interactive dialogue box. . E-mail (secondary - if applicable): followed by an interactive dialogue box. . Optional Data . The user is asked to enter his/her first name, middle initial, last name, address, city, state, zip code, country, telephone (day), telephone (evening), age, sex and modem speed via interactive dialogue boxes. 41