EX 10.7
AMENDMENT
This agreement dated December 3 2004 (the "Amendment") shall serve to modify the
Securities Purchase Agreement, Security Agreement, Warrant, Secured Debenture
001, Secured Debenture 002, Escrow Agreement and Investor Registration Rights
Agreement executed on November 4, 2004 (collectively the "Transaction
Documents") between Advantage Capital Development Corp. (the "Buyer") and Cinema
Ride, Inc. (the "Company") (collectively the "Parties") as follows:
WHEREAS:
The Company and Buyer desire to amend the Transaction Documents to more
accurately reflect the timing and terms agreed to by the Parties,
NOW, THEREFORE, in consideration of the promises and mutual covenant set
forth herein, it is agreed as follows:
1. The execution and closing dates for all the Transaction Documents
shall be December 3, 2004 (the "Closing Date").
2. Section 1.06 of Secured Debenture 001 and 002 shall be revised to
reflect that in the event of default, as described in Article III
Section 3.01 hereunder, the Company (rather than the Holder) may
elect that the interest be paid in cash (via wire transfer or
certified funds) or in the form of Common Stock.
3. Schedule II of the Investor Registration Rights Agreement:
"Schedule of Registrable Securities shall be revised and amended
pursuant to Addendum I, attached hereto.
4. Xxxxx Xxxxxxx, as Chief Executive Officer, acknowledges and
reaffirms that the representations and warranties of the Company
are true and correct in all material respects (except to the
extent that any of such representations and warranties is already
qualified as to materiality in Section 3 of the Securities
Purchase Agreement, in which case, such representations and
warranties shall be true and correct without further
qualification) as of the date when made and as of the Closing
Dates as though made at that time (except for representations and
warranties that speak of a certain date) and the Company shall
have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with
by the Company at or prior to the Closing Dates.
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All terms, conditions, promises and covenants in the Transaction Documents are
incorporated within.
AGREED AND ACKNOWLEDGED, this 3rd day of December, 2004.
ADVANTAGE CAPITAL CINEMA RIDE, INC.
DEVELOPMENT CORP.
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By: Xxxxxxx Xxxxxxxx By: Xxxxx Xxxxxxx
Chief Executive Officer Chief Executive Officer
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