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EX-4.36
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement")
is made as of May 29, 2007 by and among Golden Gate
Investors,
Inc., as Assignor (the "Assignor"), Gameznflix, Inc., a
Nevada
corporation, as Assignee (the "Assignee") and RMD
Technologies,
Inc. ("RMD"). Each of Assignee, Assignor and/or RMD may be
referred to herein as a "Party," or collectively, the
"Parties".
WITNESSETH:
WHEREAS, RMD and La Jolla Cove Investors, Inc. ("LJCI")
entered into that certain Securities Purchase Agreement dated
as
of January 27, 2006, as amended (the "Securities Purchase
Agreement"), that certain 7 _ % Convertible Debenture, dated
as
of January 27, 2006, as amended (the "Debenture"), that
certain
Registration Rights Agreement, dated as of January 27, 2006,
as
amended (the "Registration Rights Agreement") and that
certain
Warrant to Purchase Common Stock, dated as of January 27,
2006,
as amended (including the amendment set forth in that
certain
letter agreement between LJCI and RMD dated as of January
27,
2006) (the "Warrant", with the Securities Purchase Agreement,
the
Debenture, the Registration Rights Agreement and the Warrant
collectively referred to herein as the "RMD Transaction
Documents"), as attached hereto as Exhibit A;
WHEREAS, LJCI previously transferred the RMD Transaction
Documents to Assignor;
WHEREAS, LJCI has been credited with a prepayment in the
amount of $150,000 under the Warrant to be credited against
the
exercise of Warrant Shares (as defined in the Warrant) (the
"Warrant Prepayment");
WHEREAS, LJCI has been credited with a payment in the amount
of $100,000 under the Debenture previously paid to RMD (the
"Debenture Prepayment", along with the Warrant Prepayment,
the
"RMD Prepayment"); and
WHEREAS, Assignor wishes to transfer and assign and Assignee
wishes to accept and assume all of Assignor's rights and
interests in the RMD Transaction Documents and the RMD
Prepayment
(collectively, the "RMD Transaction").
NOW THEREFORE, in consideration of and for the mutual
promises and covenants contained herein, and for other good
and
valuable consideration, the receipt of which is hereby
acknowledged, the Parties have hereby agreed as follows:
1. For value received as set forth in this Agreement,
Assignor
hereby assigns and transfers to Assignee, without
representation
or warranty, all of Assignor's rights, obligations, interests
and
liabilities under the RMD Transaction.
2. For and in consideration of the assignment hereunder,
Assignee hereby assumes all of Assignor's rights,
obligations,
interests and liabilities under the RMD Transaction to the
same
extent as though it had originally been named as a party
thereto
and agrees to observe, perform and fulfill all of the terms
and
conditions of the RMD Transaction Documents to the same extent
as
if it had been originally named as a party thereto.
3. As consideration for the assignment by Assignee of the
Warrant pursuant to the terms of this Agreement, the
Assignee
shall pay and credit to the Assignor on the date hereof an
amount
equal to $250,000 in the form of a prepayment under the
Warrant
to Purchase Common Stock dated as of November 11, 2004, as
amended, issued by Assignee to Assignor, as further set forth
in
that certain Addendum to Convertible Debenture and Warrant
to
Purchase Common Stock between Assignor and Assignee dated as
of
May 24, 2007.
4. This Agreement shall be binding upon, and inure to the
benefit of Assignor and Assignee, and their respective
successors
and assigns.
5. Assignee represents and warrants as follows:
a. Assignee is purchasing the RMD Transaction, the Common
Stock issuable upon conversion of the Debenture (the
"Debenture Shares") and the Common Stock issuable upon
conversion or exercise of the Warrant (the "Warrant Shares"
and, collectively with the Debenture, the Debenture Shares
and the Warrant, the "Securities") for its own account, for
investment purposes only and not with a view towards or in
connection with the public sale or distribution thereof in
violation of the Securities Act of 1933, as amended (the
"Securities Act").
b. Assignee is (i) an "accredited investor" within the
meaning of Rule 501 of Regulation D under the Securities
Act, (ii) experienced in making investments of the kind
contemplated by this Agreement, (iii) capable, by reason of
its business and financial experience, of evaluating the
relative merits and risks of an investment in the
Securities, and (iv) able to afford the loss of its
investment in the Securities.
c. Assignee understands that the Securities are being
offered and sold by the Assignor in reliance on an exemption
from the registration requirements of the Securities Act and
equivalent state securities and "blue sky" laws, and that
the Assignor is relying upon the accuracy of, and Assignee's
compliance with, Assignee's representations, warranties and
covenants set forth in this Agreement to determine the
availability of such exemption and the eligibility of
Assignee to purchase the Securities;
d. The Assignee understands that: (i) the Debe
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