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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 availabl
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