AMENDMENT TO 7% SENIOR SECURED CONVERTIBLE DEBENTURE SERIES 06-01C DUE MARCH 10, 2008
EXHIBIT
10.7
AMENDMENT
TO
SERIES
06-01C DUE MARCH 10, 2008
Holder: Puritan
LLC
This
Amendment (“Amendment”) to 7% Senior Secured Convertible Debenture Series 06-01C
due March 10, 2008 (the “Debenture”), is entered into between Rim Semiconductor
Company, a Utah corporation (the “Company”) and the Holder named
above. Terms not otherwise defined or amended herein shall have the
meanings ascribed to them in the Debenture.
The
Parties agree to amend certain terms of the Debenture, as follows, effective as
of March 17, 2008.
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1.
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Maturity
Date. Holder and the Company agree that the “Maturity
Date” of the Debenture shall be September 17,
2008.
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2.
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June 30, 2008 Interest
Payment. Notwithstanding anything otherwise set forth in
the Debenture, the Company agrees to pay Holder all interest accrued on
the Debenture as of June 30, 2008 in cash on the date set forth in the
next sentence, and waives the Company’s right to make such interest
payment in the Company’s common stock. In consideration of
Company’s waiver of its right to make such interest payment in common
stock, Holder agrees to defer the Interest Payment Date with respect to
the June 30, 2008 accrued interest until the Maturity
Date. Company agrees to pay interest on such deferred interest
amount, in cash at a rate of 7% per annum, on the Maturity
Date.
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3.
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Twenty Percent Premium
on Principal Amount; Consideration. As of the date of
this Amendment, the remaining principal amount of Holder’s Debenture is
$50,000. In consideration of Holder’s execution of this
Amendment and extension of the Maturity Date to September 17, 2008, the
Company agrees that the remaining principal amount of the Debenture shall
be deemed to be $60,000; provided, however, that $10,000 of the principal
amount and any interest that shall accrue thereon after the date hereof
(including interest on the deferred interest amount described in paragraph
2 above) shall not be convertible at any time into shares of the Company’s
common stock and must be paid in cash, by the Company, on the Maturity
Date.
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4.
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No
Default. Holder hereby agrees that as of the date hereof, no
“Event of Default” has occurred under the
Debenture.
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5.
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Execution
Date. This Amendment and the terms contained herein
shall be considered null and void if a copy of this Amendment executed by
Holder is not received by the Company by mail, fax or email by 5pm,
Pacific time, on March 17, 2008. Contact information is set
forth on the signature page hereto.
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This
Amendment, the Debenture, and all other written agreements between the Company
and Holder set forth in full all of the representations and agreements of the
parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as expressly amended
herein and as such amendment may require additional amendment to specific terms
and conditions, with such amendment being deemed made hereby, all of the terms
and provisions of the Debenture, and all other documents and agreements between
the Company and Holder shall continue in full force and effect and the same are
hereby ratified and confirmed. In connection with this Amendment and
the transactions contemplated hereby, each of the parties agrees to execute and
deliver any additional documents and instruments and perform any additional acts
that may be necessary or appropriate to effectuate and perform its respective
obligations under this Agreement and the transactions contemplated
hereby.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of March 17,
2008.
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HOLDER:
PURITAN
LLC
By:
/s/ illegible
Name: ▇▇▇▇▇▇
▇▇▇▇▇
Title:
Director
RIM
SEMICONDUCTOR COMPANY
By:
/s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
President
and Chief Executive Officer
Rim
Semiconductor Company
▇▇▇
▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
Email:
▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
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