Exhibit 10.19
BEST FINANCE INVESTMENTS LIMITED
c/o Xxxxx Xxxxxx
0/X Xxxxxxx Xxxxxxxx
0 Xxxxx'x Xxxx
Xxxxxxx Xxxx Xxxx
November 30, 2001
vFinance, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, CEO and President
Re: Note Purchase Agreement between Best Finance Investments
Limited and vFinance, Inc.
Gentlemen:
Reference is made to that certain Note Purchase Agreement (the
"Agreement") dated as of November 28, 2001 by and between vFinance, Inc. and
Best Finance Investments Limited. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such capitalized terms in
the Agreement.
We are prepared to provide vFinance, Inc. with $520,000 today (we will
immediately instruct our attorney to wire such funds held by his firm per your
instructions) under the terms of the Agreement, except as modified herein.
1. Upon the receipt of vFinance, Inc. of $520,000, vFinance, Inc. will
issue to Best Finance Investments Limited a promissory note containing
substantially the same terms as the Note attached as Exhibit D to the Agreement,
except that the principal amount of the Note will be $520,000.
2. Best Finance Investments Limited will provide vFinance, Inc. with an
additional $980,000, representing the balance of the Loan, by no later than the
later to occur (the "Due Date") of (a) 5:00 p.m. (Ft. Lauderdale, Florida Time)
on December 5, 2001 or (b) the business day after vFinance, Inc. notifies Best
Finance Investments Limited that the conditions in Section 7(I) and 7(j) of the
Agreement have been satisfied. Notwithstanding anything herein or in the
Agreement to the contrary, if Best Finance Investments Limited does not provide
the additional $980,000 by the Due Date, it shall have no obligation to provide
such amount in which case the provisions of the last two sentences of paragraph
3 below shall apply. Upon receipt of such funds by vFinance, Inc., vFinance,
Inc. will issue another Note in the amount of $980,000 to Best Finance
Investments Limited in the form of Exhibit D to the Agreement.
3. Promptly upon receipt of the $520,000 by vFinance, Inc., the
Registration Rights Agreement, the Investor Rights Agreement and the Note
attached as Exhibits B, C, and D, respectively, to the Agreement will be
executed by the respective parties. Section 1 of the Investor Rights Agreement
shall not be effective unless and until Best Finance Investments Limited
provides the funds to vFinance, Inc. referred to in paragraph 2 hereof by 5:00
p.m. Florida time on the Due Date. The Option attached as Exhibit A to the
Agreement will not be issued by vFinance, Inc. unless and until Best Finance
Investments Limited provides the funds to vFinance, Inc. referred to in
paragraph 2 hereof by no later than 5:00 p.m. (Ft. Lauderdale, Florida time) on
the Due Date.
4. Best Finance Investments Limited hereby waives the condition in
Section 7(i) of the Agreement in connection with the initial Loan of $520,000 to
vFinance, Inc. by Best Finance Investments Limited. However, such condition must
be satisfied prior to or at the time that Best Finance Investments Limited
provides the additional $980,000 Loan to vFinance, Inc.
5. Best Finance Investments Limited hereby waives the condition in
Section 7(j) of the Agreement in connection with the initial Loan of $520,000 to
vFinance, Inc. by Best Finance Investments Limited. However, such condition must
be satisfied prior to or at the time that Best Finance Investments Limited
provides the additional $980,000 Loan to vFinance, Inc.
6. The legal opinion of Xxxxxxx & Xxxxxx, LLP respecting the $520,000
Loan and the $980,000 additional Loan to be made to vFinance, Inc. in accordance
with the terms of this letter and the Agreement will be substantially in the
form attached as Exhibit E to the Agreement. Best Finance Investments Limited
agrees that such opinion will be delivered to Best Finance Investments Limited
by no later than 5:00 p.m. (Ft. Lauderdale, Florida time) on the Due Date.
7. The cash escrow arrangement in Section 1(a) of the Agreement is
hereby waived with respect to the cash proceeds of the Loan.
8. Section 8(n) of the Agreement is hereby waived for the initial Loan
of $520,000 but will apply if Best Finance Investment Limited provides the
additional Loan to vFinance, Inc. in accordance with paragraph 2 hereof.
2
9. All other provisions of the Agreement are incorporated herein by
reference.
Sincerely,
Best Finance Investments Limited
By: /s/ Xxxx Sin Just
-------------------------------------
Name: Xxxx Sin Just
Title: Director
Agreed and Accepted:
vFinance, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: CEO and President
3
