EX-4.4
ADDENDUM TO CONVERTIBLE DEBENTURE AND SECURITIES PURCHASE AGREEMENT
ADDENDUM TO CONVERTIBLE DEBENTURE AND
SECURITIES PURCHASE AGREEMENT
This Addendum to Convertible Debenture and Securities Purchase
Agreement ("Addendum") is entered into as of the 17th day of November
2004 by and between GameZnFlix, Inc., a Nevada corporation
("GameZnFlix"), and Golden Gate Investors, Inc., a California
corporation ("GGI").
WHEREAS, GGI and Integrated are parties to that certain 4 _ %
Convertible Debenture dated as of November 11, 2004 ("Debenture");
and
WHEREAS, GGI and Integrated are parties to that certain
Securities Purchase Agreement dated as of November 11, 2004
("Purchase Agreement"); and
WHEREAS, the parties desire to amend the Debenture and 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, Integrated and GGI agree as follows:
1. All terms used herein and not otherwise defined herein shall
have the definitions set forth in the Debenture or Purchase
Agreement.
2. The Purchase Price for the Debenture shall be $1,500,000. GGI
shall advance the Purchase Price to GameZnFlix as follows: (a)
$100,000 immediately, (b) $50,000 upon notification and
verification that the Registration Statement has been filed with
the Securities and Exchange Commission, (c) $150,000 (less legal
fees previously advanced by GGI on behalf of GameZnFlix) upon
notification and verification that the Registration Statement
has been declared effective by the Securities and Exchange
Commission and the Common Shares can legally be issued to GGI,
(d) $200,000 each time the remaining principal balance of the
Debenture declines below $50,000 until the full Purchase Price
has been advanced by GGI to GameZnFlix. Upon notification and
verification that the Registration Statement has been declared
effective by the Securities and Exchange Commission and the
Common Shares can legally be issued to GGI, GGI shall pay
$15,000 to GameZnFlix as reimbursement for administrative
expenses incurred by Gameznfliz in connection with this transaction.
3. Except as specifically amended herein, all other terms and
conditions of the Debenture and Purchase Agreement shall remain
in full force and effect.
IN WINESS WHEREOF, GameZnFlix, Inc. and GGI have caused this
Addendum to be signed by its duly authorized offiCers on the date
first set forth above.
GameZnFlix, Inc. Golden Gate Investors, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxx
Xxxx Xxxxxxx Xxxxxx X. Xxxx
Title: Chief Executive Officer Title: Portfolio Manager
The undersigned personally guarantees repayment of the $150,000
amount set forth in sections 2(a) and (b) above. This personal
guarantee shall terminate when the Registration Statement is declared
effective by the Securities and Exchange Commission and the Common
Shares can legally be issued to GGI.
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
