Exhibit 10.20
BEST FINANCE INVESTMENTS LIMITED
c/o Xxxxx Xxxxxx
0/X Xxxxxxx Xxxxxxxx
0 Xxxxx'x Xxxx
Xxxxxxx Xxxx Xxxx
December 14, 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 as amended by a letter agreement dated November
30, 2001 (the "Letter Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such capitalized terms in
the Agreement. Pursuant to the Letter Agreement, Best Finance Investments
Limited loaned to vFinance, Inc. the amount of $520,000 (the "First Tranche").
This Agreement amends the Letter Agreement as to the remaining $980,000.
Best Finance Investments Limited is prepared to provide or caused to be
provided vFinance, Inc. not less than $455,000 (the "Second Tranche") currently
comprised of cash of $430,000 (we will immediately instruct our attorney to wire
such funds held by his firm per your instructions) and an additional $25,000
which is being sent by check ("Check Portion") under the terms of the Agreement,
except as modified herein.
1. Upon the receipt of vFinance, Inc. of the Second Tranche, 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 in the amount of the Second
Tranche.
2. Best Finance Investments Limited will provide vFinance, Inc. with an
additional amount equal to the difference between $980,000 and the amount of the
Second Tranche, representing the balance of the Loan (the "Third Tranche"), by
no later than the later to occur (the "Due Date") of (a) 5:00 p.m. (Ft.
Lauderdale, Florida Time) on January 15, 2002 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 Third Tranche by the Due Date, it shall have no
obligation to provide such amount in which case the provisions of paragraph 3
below shall apply. Upon receipt of the Third Tranche by vFinance,
Inc., vFinance, Inc. will issue another Note in the amount of the Third Tranche
to Best Finance Investments Limited in the form of Exhibit D to the Agreement.
3. Section 1 of the Investor Rights Agreement shall not be effective
unless and until Best Finance Investments Limited provides the Third Tranche to
vFinance, Inc. 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 Third Tranche to vFinance, Inc. by
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 Second Tranche. However,
such condition must be satisfied prior to or at the time that Best Finance
Investments Limited provides the Third Tranche to vFinance, Inc.
5. Best Finance Investments Limited hereby waives the condition in
Section 7(j) of the Agreement in connection with the Second Tranche 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 Third Tranche to vFinance, Inc.
6. The legal opinion of Xxxxxxx & Xxxxxx, LLP respecting the First
Tranche, the Second Tranche and the Third Tranche 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. Section 8(n) of the Agreement is hereby amended to the effect that
Loeb & Xxx b LLP shall be entitled to retain $25,000 out of the Check Portion of
the Second Tranche and $25,000 from the Third Tranche.
8. All other provisions of the Agreement and the Letter 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
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