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Exhibit 10.51
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Amendment No. 1
to the Senior Secured Convertible Promissory Note
due June 9, 2008
This Amendment No. 1 ("Amendment") is entered into as of August
20, 2007 (the
"Effective Date") by and between FinancialContent, Inc., with
principal offices
at 101 Lincoln Centre Drive, Suite 410, Foster City, California
94404 (the
"Maker") and Jade Special Strategy, LLC, with principal offices
at 1175 Walt
Whitman Road, Suite 100, Melville, New York 11747 (the "Holder")
(hereinafter
Maker and Holder each a "Party" and collectively "Parties").
This Amendment amends certain provisions of the Senior Secured
Convertible
Promissory Note due June 9, 2008 executed by and between the
parties on or about
June 9, 2006 ("Original Note"). The "Note" collectively consists
of all
provisions in the Original Note and this Amendment. If any
inconsistencies exist
between the terms of such agreements, this Amendment shall take
precedence over
the Original Note. To the extent not expressly amended by this
Amendment, all
other terms and conditions of the Original Note shall remain in
full force and
effect. Unless expressly defined hereunder, all initial
capitalized and
capitalized terms shall have the meaning ascribed to them in the
Original Note.
RECITALS:
Whereas, the Original Note is convertible into the Maker's
common stock at $0.75
per share, subject to certain reset provisions, pursuant to
section 3.2(b); and
Whereas, the Original Note entitles the Holder to prepayment
charges upon the
occurrence of certain events pursuant to section 3.7; and
Whereas, the Maker and the Holder desire to restate the Original
Note to reflect
the Holder's willingness to forego its rights to adjust the
Conversion Price
indefinitely; and
Whereas, the Maker and the Holder desire to restate the Original
Note to reflect
the Holder's willingness to forego its rights to such prepayment
charges
indefinitely; and
Whereas, the Maker and the Holder are in agreement with respect
to the terms and
conditions on which the Holder shall agree to forego its rights
to adjust the
Conversion Price and to assess prepayment charges.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
contained herein, the Parties agree to modify the terms and
conditions of the
Agreement as follows:
1. The paragraph immediately above the Article I heading on page
one of the
Original Note is amended to read as follows:
All payments under or pursuant to this Note shall be made in
United States
Dollars in immediately available funds to the Holder at the
address of the
Holder first set forth above or at such other place as the
Holder may designate
from time to time in writing to the Maker or by wire transfer of
funds to the
Holder's account, instructions for which are attached hereto as
Exhibit A. The
outstanding principal balance of this Note shall be due and
payable on December
31, 2007 (the "Maturity Date") or at such earlier time as
provided herein.
<PAGE>
2. Section 1.2 of the Original Note is amended as follows:
(a) Beginning on the issuance date of this Note (the "Issuance
Date"), the
outstanding principal balance of this Note shall bear interest,
in arrears, at a
rate per annum equal to nine percent (9%), payable monthly
commencing on March
1, 2006 and on the first business day of each following month at
the option of
the Maker in (A) cash or (B) registered shares of the Maker's
common stock,
$0.001 par value per share (the "Common Stock"); provided that
commencing with
the first month following the month that the Registration
Statement is declared
effective, interest shall be paid on the last business day of
each month. The
Maker shall provide irrevocable written notice to the Holder of
the form of
interest payment at least ten (10) days prior to an interest
payment date. If no
such notice is provided at least ten (10) days prior to an
interest payment
date, the Maker must make the interest payment in cash. In
addition, the Maker
must make interest payments in c
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