EX-4.37
ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO
PURCHASE COMMON STOCK
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase
Common Stock ("Addendum") is entered into as of the 15th day of
June, 2007 by and between Gameznflix, Inc., a Nevada corporation
("Gameznflix"), and Golden Gate Investors, Inc., a California
corporation ("GGI").
WHEREAS, GGI and Gameznflix are parties to that certain 4 3/4%
Convertible Debenture dated as of November 11, 2004, as amended
("Debenture");
WHEREAS, GGI and Gameznflix are parties to that certain Warrant
to Purchase Common Stock dated as of November 11, 2004, as
amended ("Warrant");
WHERAS, GGI and Gameznflix entered into that certain Addendum to
Convertible Debenture and Warrant to Purchase Common Stock, dated
as of May 23, 2007 (the "May Addendum"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in
certain respects.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Gameznflix and GGI agree as follows:
1. All terms used herein and not otherwise defined herein shall
have the definitions set forth in the Debenture.
2. GGI shall deliver an aggregate of $175,000 in cash to
Gameznflix within three days of the date of this Addendum
(such amount referred to herein as the "GGI June
Prepayment"). The GGI June Prepayment shall represent a
prepayment towards the future exercise of Warrant Shares
under the Warrant. The timing of the application of the
prepaid funds represented by the GGI June Prepayment shall
be at GGI's sole discretion.
3. In the event that any portion of the GGI June Prepayment
remains outstanding and not applied to the exercise of
Warrant Shares by GGI under the Warrant (including any
portion of the GGI June Prepayment for which Warrant Shares
have not been delivered to GGI upon an exercise by GGI under
the Warrant) upon or after the date that is nine months from
the date of this Addendum, Gameznflix shall, upon written
request from GGI, refund all such outstanding amounts of the
GGI June Prepayment to GGI via wire transfer within five
days from the date of GGI's delivery to Gameznflix of the
written request of such refund.
4. In connection only with each Conversion under the Debenture
that is associated with any of the GGI June Prepayment or
any of the GGI Prepayment (as defined in the May Addendum)
(such Conversions collectively referred to herein as the
"Subsequent Conversions") the Discount Multiplier for the
Subsequent Conversions shall be equal to the lesser of (i)
$0.20, or (ii) 82% of the average of the 3 lowest Volume
Weighted Average Prices during the 20 Trading Days prior to
Holder's election to convert, or (iii) 82% of the Volume
Weighted Average Price on the Trading Day prior to Holder's
election to convert.
5. Except as specifically amended herein, all other terms and
conditions of the Debenture, Warrant and May Addendum shall
remain in full force and effect.
IN WITNESS WHEREOF, Gameznflix, Inc. and GGI have caused this
Addendum to be signed by its duly authorized officers on the date
first set forth above.
Gameznflix, Inc. Golden Gate Investors, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Executive Officer Title: Portfolio Manager
