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EX-4.38
RESCISSION AGREEMENT
RESCISSION AGREEMENT
This Rescission Agreement (the "Agreement") is made as of
September 17, 2007 by and among Golden Gate Investors, Inc.,
a
California corporation ("GGI") and Gameznflix, Inc., a
Nevada
corporation ("Gameznflix") and. Each of GGI and Gameznflix
may
be referred to herein individually as a "Party," or
collectively,
the "Parties".
WITNESSETH:
WHEREAS, Gameznflix and GGI previously entered into and
executed that certain Assignment and Assumption Agreement
dated
as of May 29, 2007 (the "Assignment Agreement"); and
WHEREAS, the parties hereto now desire to rescind the
Assignment Agreement and revoke the terms and conditions set
forth therein and transfer and return to their prior
respective
owners all assets, rights and property that may have been
transferred pursuant to the terms of the Assignment
Agreement.
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. The Parties to this Agreement hereby individually and
jointly
agree that the Assignment Agreement shall be rescinded and
deemed
null and void, effective immediately, and that all terms,
conditions, covenants, representations and warranties contained
in
the Assignment Agreement shall terminate immediately and shall
be
deemed null and void and of no further effect whatsoever.
2. The Parties to this Agreement hereby agree that any and
all
assets, rights, property, securities, or items of value that
may
have been assigned or transferred pursuant to the terms of
the
Assignment Agreement are to be, immediately upon the execution
of
this Agreement, transferred and reconveyed to the respective
parties that assigned and/or transferred such items under
the
terms of the Assignment Agreement, and that each party shall
be
returned to its same position as immediately prior to the
execution of the Assignment Agreement.
3. Gameznflix agrees that as consideration for the execution
of
this Agreement, it shall relinquish and forever waive any
ownership claim or right to the RMD Transaction and the
associated
RMD Transaction Documents and RMD Prepayment (each as defined
in
the Assignment Agreement) and Gameznflix agrees to return to
GGI
all of the RMD Transaction Documents and any other items
associated with the RMD Transaction.
4. GGI agrees that as consideration for the execution of
this
Agreement, it shall relinquish and forever waive any
ownership
claim or right to the $250,000 prepayment credit under the
Warrant
to Purchase Common Stock dated as of November 11, 2004, as
amended, issued by Gameznflix to GGI, as further set forth in
that
certain Addendum to Convertible Debenture and Warrant to
Purchase
Common Stock between Gameznflix and GGI dated as of May 23,
2007,
as further described and set forth in Section 3 of the
Assignment
Agreement (the "Prepayment Credit").
5. Gameznflix represents and warrants that there have been
no
liabilities incurred by it which encumbered the rights
associated
with the RMD Transaction, including the RMD Transaction
Documents,
and that the RMD Prepayment has not been reduced, encumbered,
or
applied in any manner, nor have any conversions or other
issuances
of securities occurred in connection with the RMD Transaction
or
the RMD Transaction Documents since the date of the
Assignment
Agreement. Gameznflix further agrees to indemnify and hold
harmless GGI against any debt, liability, reduction in any
rights
associated with the RMD Transaction or any other obligation
in
connection with the RMD Transaction, including without
limitation
any reduction in a
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