EX-4.5
ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE
COMMON STOCK
ADDENDUM TO CONVERTIBLE DEBENTURE
AND WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase Common
Stock ("Addendum") is entered into as of the 27th day of January 2006
by and between RMD Technologies, Inc., a California corporation
("RMD"), and La Jolla Cove Investors, Inc., a California corporation
("LJCI").
WHEREAS, LJCI and RMD are parties to that certain 7 3/4 % Convertible
Debenture dated as of January 27, 2006 ("Debenture"); and
WHEREAS, LJCI and RMD are parties to that certain Warrant to Purchase
Common Stock dated as of January 27, 2006 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant 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, Blue 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 the Warrant.
2. 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. Except as specifically amended herein, all other terms and
conditions of the Debenture and Warrant shall remain in full
force and effect.
IN WITNESS WHEREOF, RMD and LJCI have caused this Addendum to be
signed by its duly authorized officers on the date first set forth above.
RMD Technologies, Inc. La Jolla Cove Investors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxx
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx
Title: President Title: Portfolio Manager
