AMENDMENT NO. 2 TO 7% SENIOR SECURED CONVERTIBLE DEBENTURE SERIES 06-01C DUE MARCH 10, 2008
Exhibit 10.10
AMENDMENT
NO. 2 TO
7% SENIOR
SECURED CONVERTIBLE DEBENTURE
SERIES
06-01C DUE MARCH 10, 2008
Holder: Professional
Offshore Opportunity Fund, Ltd.
This Amendment Number 2 (“Second
Amendment”) to 7% Senior Secured Convertible Debenture Series 06-01C due March
10, 2008 (the “Debenture”), is entered into between Rim Semiconductor Company, a
Utah corporation (the “Company”) and the Holder named above. Terms
not otherwise defined or amended herein shall have the meanings ascribed to them
in the Debenture.
The Parties agree to amend certain
terms of the Debenture, as follows, effective as of April 18, 2008.
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1.
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Maturity Date;
Waiver. Holder and the Company agree that the “Maturity
Date” of the Debenture shall be May 10, 2008. Holder agrees to
waive any Event of Default that may have occurred or be deemed to have
occurred prior to the date hereof that is related to or arises from the
failure to pay amounts due under the
Debenture.
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2.
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Consideration. In
consideration of Holder’s execution of this Second Amendment and extension
of the Maturity Date to May 10, 2008, the Company agrees to pay Holder
$15,000.00 on April 18, 2008.
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3.
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Execution
Date. This Amendment and the terms contained herein
shall be considered null and void if a copy of this Amendment executed by
Holder is not received by the Company by mail, fax or email by 5pm,
Pacific time, on April 18, 2008. Contact information is set
forth on the signature page hereto.
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This Amendment, the Debenture, and all
other written agreements between the Company and Holder set forth in full all of
the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, representations, agreements
and understandings between the parties with respect to the subject
hereof. Except as expressly amended herein and as such amendment may
require additional amendment to specific terms and conditions, with such
amendment being deemed made hereby, all of the terms and provisions of the
Debenture, and all other documents and agreements between the Company and Holder
shall continue in full force and effect and the same are hereby ratified and
confirmed. In connection with this Amendment and the transactions
contemplated hereby, each of the parties agrees to execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform its respective obligations
under this Agreement and the transactions contemplated hereby.
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of April 18, 2008.
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HOLDER:
PROFESSIONAL
OFFSHORE
OPPORTUNITY
FUND, LTD
By: /s/ Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
Manager
RIM
SEMICONDUCTOR COMPANY
By: /s/ Xxxx
Xxxxx
Xxxx
Xxxxx
President
and Chief Executive Officer
Rim
Semiconductor Company
000
XX 000xx Xxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Fax:
000.000.0000
Email:
XXxxxx@xxxxxxx.xxx
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