ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENT
ADDENDUM
TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES
PURCHASE AGREEMENT
This
Addendum to Convertible Debenture, Warrant to Purchase Common Stock and
Securities Purchase Agreement (“Addendum”) is entered into as of the 24 day
of January 2006 by and between Infinium Labs, Inc., Inc., a Delaware corporation
(“Infinium”), and Golden Gate Investors, Inc., a California corporation
(“GGI”).
WHEREAS,
GGI and Infinium are parties to that certain 5 ¼ % Convertible Debenture dated
as of January 24, 2006 (“Debenture”); and
WHEREAS,
GGI and Infinium are parties to that certain Warrant to Purchase Common Stock
dated as of January 24, 2006 (“Warrant”); and
WHEREAS,
GGI and Infinium are parties to that certain Securities Purchase Agreement
dated
as of January 24, 2006; and
WHEREAS,
GGI and Infinium are parties to that certain Registration Rights Agreement
dated
as of January 24, 2006; and
WHEREAS,
the parties desire to amend the Debenture, Warrant and Securities Purchase
Agreement 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, Infinium and GGI agree as
follows:
| 1. |
All
terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture, the Warrant or the Securities
Purchase Agreement.
|
| 2. |
The
Debenture Principal Amount shall be $50,000. The Purchase Price for
the
Debenture shall be $50,000. Simultaneously with the execution of
this
Addendum, GGI shall pay the Purchase Price by wire transfer of immediately
available funds to Infinium. The second sentence of section 3.1(a)
of the
Debenture is amended to read as follows: “The number of shares into which
this Debenture may be converted is equal to the dollar amount of
the
Debenture being converted multiplied by 110, minus the product of
the
Conversion Price multiplied by 100 times the dollar amount of the
Debenture being converted, and the entire foregoing result shall
be
divided by the Conversion Price.”
|
| 3. |
The
Exercise Price of the Warrant shall be $1.09. The Warrant shall be
exercised in an amount equal to 100 times the amount of the Debenture
being converted.
|
| 4. |
GGI
will advance up to $50,000 for the payment of legal and accounting
fees
for the filing of the Registration Statement for the Conversion Shares
and
the Warrant Shares. The amount actually advanced by GGI shall represent
a
prepayment towards the exercise of Warrant Shares under the Warrant,
the
timing of which shall be at GGI’s sole
discretion.
|
| 5. |
Immediately
upon execution of this Addendum, Holder shall wire Infinium $80,000.
Upon
notification and verification that the Registration Statement has
been
filed with the SEC by February 14, 2006, Holder shall wire Infinium
$150,000. If the Registration Statement is filed later than February
14,
2006, Holder shall wire Infinium $50,000. These amounts shall represent
a
prepayment towards the exercise of Warrant Shares under the Warrant,
the
timing of which shall be at GGI’s sole
discretion.
|
| 6. |
Once
the Registration Statement is declared effective by the SEC and Infinium
is able to issue registered Common Stock to Holder, Holder will
immediately submit a $500 Debenture conversion and related $54,500
Warrant
exercise. Within two business days of Holder’s receipt of the Common Stock
from such Debenture conversion and Warrant exercise, Holder shall
wire the
sum of $295,500 to Infinium. Such funds shall represent a prepayment
towards the exercise of Warrant Shares under the Warrant, the timing
of
which shall be at GGI’s sole discretion.
|
| 7. |
The
definition of Deadline in the Debenture shall mean the date that
is the
150th
day from the Closing Date.
|
| 8. |
GGI
acknowledges and agrees that nothing in the Securities Purchase Agreement,
Debenture, Warrant or Registration Rights Agreement prohibits Infinium
from obtaining additional financing and registering any securities
for
such financing on the same registration statement covering the shares
for
GGI’s Debenture and Warrant, provided such additional financing is
included in the Registration Statement that is filed prior to February
14,
2006.
|
| 9. |
It
is understood that the Warrant prepayments set forth in sections
4, 5 and
6 above shall not satisfy GGI’s obligation to exercise a minimum of 5% of
the Warrant per month and deliver such exercise price to
Infinium.
|
| 10. |
Except
as specifically amended herein, all other terms and conditions of
the
Debenture, Warrant and Securities Purchase Agreement shall remain
in full
force and effect.
|
IN
WITNESS WHEREOF, Infinium and GGI have caused this Addendum to be signed by
its
duly authorized officers on the date first set forth above.
Infinium
Labs, Inc. Golden
Gate Investors, Inc.
By:
/s/ Xxxx Koler_______________ By:
/s/ Xxxxxx Huff______________
Name:
Xxxx Koler___ ___________ Name:
Xxxxxx Huff______________
Title:
President and CEO__________ Title:
Portfolio Manager__________
