AGREEMENT RESPECTING CLOSING DATE
AGREEMENT
RESPECTING CLOSING DATE
THIS
AGREEMENT
made
effective the 20th day of November, 2006.
BETWEEN:
RED
MILE ENTERTAINMENT, INC.,
a body
corporate incorporated under the laws of the State of Delaware (the
"Corporation")
-and-
X.X.
XXXXXX & COMPANY LTD.,
an a
body corporate incorporated under the laws of the Province of Alberta (the
"Agent")
WHEREAS
the
Corporation and the Agent entered into an agency agreement (the "Agency
Agreement") dated October 19, 2006 with respect to the issuance by the
Corporation of senior secured convertible debentures ("Debentures") having
an
aggregate principal amount of up to US$10,000,000.
AND
WHEREAS the
Agency Agreement provides that closings in respect of the issuance of debentures
thereunder shall occur on October 19, 2006 and such other dates as may be agreed
to in writing by the Corporation and the Agents.
AND
WHEREAS
the
Corporation and the Agent wish to hold a closing on November 20, 2006 with
respect to the issuance of Debentures having a face value of US$2,420,000 (the
"Second Closing");
NOW
THEREFORE
this
agreement witnesses that in consideration of the covenants, agreements,
warranties and payments hereinafter contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged
by
each of the parties hereto, the parties hereto do hereby covenant and agree
as
follows:
ARTICLE
1
INTERPRETATION
| 1.01 |
Definitions
|
All
capitalized terms used in this agreement shall have the same meaning as ascribed
to them in the Agency Agreement unless otherwise defined herein.
ARTICLE
2
CLOSING
DATE
| 2.01 |
The
parties agree that for the purposes of the Second Closing the term
"Closing Date" when used in the Agency Agreement and in all documents
to
be delivered pursuant to the Agency Agreement shall be November 20,
2006.
|
ARTICLE
3
GENERAL
| 3.01 |
Both
parties hereto covenant and agree that each will, respectively at all
times hereafter upon any reasonable request of the other, or their
respective successors and assigns, and without further consideration,
do
and perform or cause to be done or perform all such other acts and
things
and execute or cause to be executed all such further deeds, documents,
writings or other instruments and give all such further assurances
as may
be required by the other party to effectively carry out the intent
and
meaning hereof.
|
| 3.02 |
This
agreement shall be governed by and construed in accordance with the
laws
of the Province of Alberta, and the federal laws of Canada applicable
therein excluding reference to conflicts of laws
principles.
|
| 3.03 |
This
agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
|
| 3.04 |
This
agreement may be executed by facsimile and in several counterparts,
each
of which so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same
agreement.
|
IN
WITNESS WHEREOF,
the
parties hereto have executed this agreement as of the day and year first written
above.
RED
MILE ENTERTAINMENT, INC.
Per:
_________________________
Name:
Title:
X.X.
XXXXXX & COMPANY LTD.
Per:_________________________
Name:
Title:
