SETTLEMENT AGREEMENT
This settlement agreement dated February 22, 2006 (the " Settlement Agreement")
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") and the Amendments dated December
2004, January 2005 and February 2005 between Advantage Capital Development Corp.
(the "Buyer") and Tix Corporation f/k/a Cinema Ride, Inc. (the "Company")
(collectively the "Parties") as follows:
WHEREAS:
The Company is currently in default and the Buyer and Company desire to
amend the Transaction Documents to reflect the settlement agreed to by the
Parties,
NOW, THEREFORE, in consideration of the promises and mutual covenant set
forth herein, it is agreed as follows:
1. Upon execution, the Company will remit to Buyer Thirty Thousand
Dollars ($30,000) which is the outstanding amount due in liquidated
damages pursuant to Company's late filing and effectiveness of its
required Registration Statement as delineated in the Investor
Registration Rights Agreement.
2. The Company shall honor the Twenty Five Thousand Dollar ($25,000)
conversion notice (the "Conversion Notice") previously submitted by
Buyer and reduce the Secured Debenture (the "Note") balance
accordingly. The conversion shares (the "Shares") shall be issued by
the Company and delivered to Buyer or Buyer's representative as
delineated on the Conversion Notice within 5 days of execution of
this Agreement. In addition, Company shall cause its corporate
counsel to deliver with 5 days of execution of this Agreement an
opinion letter directing Company's transfer agent to remove the
restrictive legend on such shares pursuant to the current effective
SB-2 Registration Statement (the "Opinion Letter").
3. The Company shall pay interest on the Note's outstanding balance
monthly and remain current at all times.
4. The Company shall redeem the Buyer's Note pursuant to the below
referenced schedule:
o 1/3 of the loan balance plus the redemption premium on April
1, 2006.
o 1/3 of the loan balance plus the redemption premium on June 1,
2006.
o 1/3 of the loan balance plus the redemption premium on August
1, 2006.
5. Buyer shall agree to suspend and all additional conversions of its
Note as long as this Agreement is not in Default.
6. Should Company default on any payments delineated within, Company
shall have 7 days from the original due date to remedy. Should the
default not be cured, all conversion restrictions of Buyer shall be
deemed waived by Company.
7. All the Transaction Documents are to be considered amended to
conform to the changes delineated within.
All terms, conditions, promises and covenants in the Transaction Documents and
Amendments are incorporated within.
AGREED AND ACKNOWLEDGED, this 27th day of February, 2006.
ADVANTAGE CAPITAL TIX CORPORTION.
DEVELOPMENT CORP.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer Chief Executive Officer
