EX-4.6
ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO
PURCHASE COMMON STOCK
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 7th day of February 2006 by and between World Am, Inc., a
Nevada corporation ("World Am"), and Golden Gate Investors, Inc., a
California corporation ("GGI").
WHEREAS, GGI and World Am are parties to that certain 6 _ %
Convertible Debenture dated as of January 23, 2006 ("Debenture"); and
WHEREAS, GGI and World Am are parties to that certain Warrant to
Purchase Common Stock dated as of January 23, 2006 ("Warrant"); and
WHEREAS, GGI and World Am are parties to that certain Securities
Purchase Agreement dated as of January 23, 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, World Am
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 $100,000. The Purchase
Price for the Debenture shall be $100,000. Simultaneously with
the execution of this Addendum, GGI shall pay the Purchase Price
by wire transfer of immediately available funds to World Am. 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 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. Upon notification and verification that the Registration
Statement has been filed with the SEC by February 14, 2006, GGI
shall wire World Am $100,000, which 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 World Am is able to issue registered Common Stock to GGI,
GGI will immediately submit a $250 Debenture conversion and
related $27,250 Warrant exercise. Within two business days of
GGI's receipt of the Common Stock from such Debenture conversion
and Warrant exercise, GGI shall wire the sum of $222,750 to
World Am, which 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. 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, World Am and GGI have caused this Addendum to be
signed by its duly authorized officers on the date first set forth above.
World Am, Inc. Golden Gate Investors, Inc.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxxx Xxxxxx X. Xxxx
Title: Chief Executive Officer Title: Portfolio Manager
