$7.3 Million Master Lease Financing Line and Warrant Agreement between Sun Microsystems Finance and InfoCast Corporation

Summary

This agreement is between Sun Microsystems Finance and InfoCast Corporation, providing InfoCast with up to $7.3 million in financing over twelve months to acquire Sun equipment. The financing is staged, subject to reviews, and each lease schedule has a 24-month term. InfoCast will grant Sun warrants to purchase its stock, with vesting tied to financing approvals. InfoCast must insure the equipment, cover transaction expenses, and comply with standard covenants. The agreement is subject to final documentation and negotiation of certain terms.

EX-10.3 6 0006.txt LEASE LINE $7.3 Million Master Lease Financing Line and Warrant Agreement Terms Sheet September 14, 2000 LESSOR: Sun Microsystems Finance, A Division of Sun Microsystems of Canada Inc., or assignee. LESSEE: InfoCast Corporation, a Nevada Company LINE OF FINANCING TERM: Twelve months from execution date of this term sheet. FACILITY: $7.3 million (US) financing for the acquisition of Sun equipment. STAGING OF FINANCING: $2 million of Lessor's Line of Financing will be available initially. Subject to favorable eFinance review, an additional $2 million of Lessor's Line of Financing will be made available at Infocast's request. Subject to favorable eFinance review, another $2 million of the Lessor's Line of Financing will be made available at Infocast's request and subject to favorable eFinance review, the final $1.3 million of the Lessor's Line of Financing will be made available at Infocast's request. LEASE TERM: Each schedule will have a twenty-four month term in the form of a fair market value net lease. Monthly payments will be in advance, beginning on the first day of the calendar month following funding. An interim rental will be charged for the period from funding until the date of lease commencement. RATE: Interest rates will indexed to the 2-year Government of Canada Bond (as published in the Globe and Mail) on the day of funding. AMOUNTS: 100% of invoiced cost of equipment excluding sales tax, freight and similar costs. WARRANTS: Infocast will grant Lessor warrants to purchase such number of shares of InfoCast Corporation's common Stock equal to a total of $1,095,000 (15% of $7,300,000) divided by the Warrant Share Value (Exercise Price multiplied by a factor of .75). The warrants will be granted on the First Closing Date, as defined in the Stock Purchase Agreement. The Exercise Price shall be the lesser of the stock price on the First Closing Date or the trailing ten-day average price for InfoCast Corporation's common stock ending upon the First Closing Date. The warrant shall have a sixty month duration. The warrant will include a net issuance provision allowing it to be exchanged without the payment of additional consideration for the company's stock based upon the values of the warrant and the stock at the time of exchange. Twenty-seven and four-tenths percent (27.4%) of the warrants shall be immediately exerciseable and vested as of the First Closing Date. An additional twenty-seven and four-tenths percent (27.4%) of the warrants shall vest upon the date of each Sun approval for Infocast to use another $2 million of the $7.3 million Line of Financing. The final seventeen and eight-tenths percent (17.8%) of the warrants shall vest upon Sun's approval for Infocast to use the final $1.3 million of the $7.3 million Line of Financing. All warrant terms and conditions shall be specifically set forth in the warrant documents ("Warrants"). EQUIPMENT LOCATION: Equipment to be located in North America (Canada or the United States). Lessee will use best efforts to provide landlord waivers from the landlords where equipment is located. INSURANCE: The Lessee will provide insurance against loss or damage to the equipment. EXPENSES: All reasonable third party expenses of the transaction will be borne by the Lessee. COVENANTS: No change in Lessee's business model or strategic intent materially adverse to this transaction, cross default, and other standard lease covenants. PREPAYMENT: Terms for Lease buyout and early termination to be negotiated, defined and agreed to by both parties. SUBJECT TO: Mutually acceptable lease and warrant documentation. OTHER TERMS CONDITIONS: Other standard terms and conditions, including but not limited to, possible leases, still to be negotiated and agreed to by both parties. Acknowledgement: Sun Microsystems, Inc. InfoCast Corporation ................................ ........................................... Date............................... Date.......................................