July 15, 2003
FinancialContent, Inc.
000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xx. Xxx Xxxxxxxxx, XX 00000
Attention: Mr. wing Yu
Re: Standby Commitment Agreement
Dear Xx. Xx:
Asia Pacific Ventures, a Turks and Caicos Islands company (the
"Holder") hereby agrees, that it shall provide FinancialContent, Inc., a
Delaware corporation (the "Company"), up to an aggregate of One Million Dollars
($1,000,000) (the "Commitment Amount"). The Commitment Amount may be drawn by
the Company, at its option (as determined by the disinterested members of the
Board of Directors of the Company) at any time prior to July 15, 2004 in one or
more tranches, which may be extended for additional one year terms at the option
of the Holder, provided, however, that the Company may draw down from the
Standby Commitment Amount only at such time that its total cash balances are
less than $1,000,000.
In consideration of this Loan Commitment, FinancialContent agrees to
pay a 5% set up fee and a 5% annual maintenance fee on the Commitment amount
payable upon the setup and anniversary dates, respectively. There is also a
one-time 5% prepayment fee on loans paid in full prior to the maturity date.
Holder may elect to take payment of the set up, maintenance and prepayment fees
in cash and/or stock discounted 20% to the market based on the twenty (20) day
average closing price per share of the Company's common stock as quoted by the
NASDAQ Over-the-Counter Bulletin Board on the date of this Agreement,
anniversary dates, or pre-payment date, respectively. Any and all draws against
the Commitment Amount shall be made on terms (including, without limitation, the
nature of the securities to be issued by the Company) that are consistent with
those in the market at the time the draw is made for similar investments by
investors similar to the Holder in companies similar to the Company
This agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto. Subject to applicable
securities laws, the Holder may assign any of its rights under this agreement to
any of its affiliates but no such assignment shall relieve the Holder from its
obligations hereunder. The Company may not assign any of its rights under this
agreement, except to a successor-in-interest to the Company, without the written
consent of the Holder.
No failure or delay on the part of Company or the Holder in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such rights, power or remedy
preclude any other or further exercise thereof or the exercise of any other
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right, power or remedy. Any amendment, supplement or modification of or to any
provision of this agreement, any waiver of any provision of this agreement, or
any consent to any departure by the Company or the Holder from the terms of this
agreement shall be effective only if it is made or given in writing and signed
by all of the parties hereto.
This agreement shall be governed by and construed in accordance with
the internal laws of the State of California, without regard to the principles
of conflicts of law thereof. This agreement together with the Warrants are
intended by the parties as a final expression of their agreement and intended to
be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
Each of the parties shall execute such documents and perform such
further acts as may be reasonably required or desirable to carry out or to
perform the provisions of this agreement. This agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their respective officers hereunto duly authorized on
the date first written above.
ASIA PACIFIC VENTURES
By: /s/ Tan Xxxx Xxx
--------------------------------
Name: Tan Xxxx Xxx
Title:
ACCEPTED AND AGREED:
FINANCIALCONTENT, INC.
By: /s/ Wing Yu
--------------------------------
Name: Wing Yu
Title: Chief Executive Officer
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