EX-4.35
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 24th day of
May, 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_ %
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");
WHEREAS, La Jolla Cove Investors, Inc. ("LJCI") was a party to a
Securities Purchase Agreement and accompanying 7_ %Convertible
Debenture, Warrant to Purchase Common Stock and Registration
Rights Agreement with RMD Technologies, Inc. (collectively, as
amended, the "RMD Documents"), pursuant to which LJCI had
advanced a total of $250,000 to RMD Technologies, Inc. (the "RMD
Advance");
WHEREAS, LJCI assigned its interest in the RMD Documents and the
RMD Advance to GGI; 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 $825,000 in cash and
other transferable rights and obligations to Gameznflix
pursuant to the schedule set forth in Section 3 of this
Addendum (such aggregate amount referred to herein as the
"GGI Prepayment"). The GGI 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 Prepayment shall be at
GGI's sole discretion.
3. GGI shall deliver the GGI Prepayment to Gameznflix
pursuant to the following schedule:
a. GGI shall deliver $275,000 of the GGI Prepayment
in cash (the "First Prepayment") to Gameznflix via wire
transfer or other readily available funds on the date
hereof.
b. Upon the earlier to occur of (i) the date that
$100,000 or less of the First Prepayment remains
outstanding after the application of the remaining
amount of the First Prepayment to the exercise of
Warrant Shares under the Warrant pursuant to the terms
of this Addendum, or (ii) the date that is thirty days
from the date hereof, GGI shall transfer the RMD
Advance and the RMD Documents to Gameznflix via the
form of assignment attached hereto as Exhibit A. Such
transfer of the RMD Advance from GGI to Gameznflix
shall constitute $250,000 of the GGI Prepayment (the
"Second Prepayment"). For so long as any amount of the
First Prepayment remains outstanding, such sums from
the First Prepayment shall first be applied to any
exercise of Warrant Shares under the Warrant by GGI, as
set forth hereunder, until all of the First Prepayment
shall be so applied.
c. Upon the earlier to occur of (i) the date that
$100,000 or less of the Second Prepayment remains
outstanding after the application of the remaining
amount of the Second Prepayment to the exercise of the
Warrant Shares under the Warrant pursuant to the terms
of this Addendum, or (ii) the date that is thirty days
from the date hereof, GGI shall deliver the remaining
$300,000 of the GGI Prepayment in cash (the "Third
Prepayment") to Gameznflix via wire transfer or other
readily available funds. Such transfer of the Third
Prepayment shall constitute the final payment due from
GGI to Gameznflix hereunder. For so long as any amount
of the Second Prepayment remains outstanding, such sums
from the Second Prepayment shall first be applied to
any exercise of the Warrant Shares under the Warrant by
GGI, as set forth hereunder, prior to any amount of the
Third Prepayment being applied to such exercises, until
all of the Second Prepayment shall be so applied.
4. In the event that any portion of the GGI Prepayment
remains outstanding and not applied to the exercise of
Warrant Shares by GGI under the Warrant (including any
portion of the GGI 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 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.
5. In connection only with each Conversion under the
Debenture that is associated with any of the GGI Prepayment
(as defined herein) (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) 90% 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) 90% of
the Volume Weighted Average Price on the Trading Day prior
to Holder's election to convert.
6. Except as specifically amended herein, all other terms
and conditions of the Debenture and Warrant 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
