Investment Agreement (2004)Full Document 

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INVESTMENT AGREEMENT

                              INVESTMENT AGREEMENT

INVESTMENT AGREEMENT ("Agreement"), dated as of June 8, 2004, by and
between GameZnFlix, Inc., a Nevada corporation ("Company"), and Southern
Securities, Inc., a Delaware corporation ("Investor").

WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Investor shall invest up to Fifteen Million
Dollars ($15,000,000) to purchase the Company's common stock, one tenth of
one cent ($0.001) par value per share ("Common Stock");

WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) under the Securities Act of 1933, as amended ("1933 Act"), Rule
506 of Regulation D, and the rules and regulations promulgated thereunder,
and/or upon such other exemption from the registration requirements of the
1933 Act as may be available with respect to any or all of the investments
in Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (as
amended from time to time, "Registration Rights Agreement") pursuant to
which the Company has agreed to provide certain registration rights under
the 1933 Act, and the rules and regulations promulgated thereunder, and
applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, the covenants and
agreements set forth hereafter, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and
the Investor hereby agree as follows:

SECTION 1.  DEFINITIONS.

As used in this Agreement, the following terms shall have the following
meanings specified or indicated, and such meanings shall be equally
applicable to the singular and plural forms of the defined terms:

"1933 Act" shall have the meaning set forth in the preamble, above.

"1934 Act" shall mean the Securities Exchange Act of 1934, as it may be
amended.

"Affiliate" shall have the meaning specified in Section 5(h), below.

"Agreement" shall mean this Investment Agreement.

"Best Bid" shall mean the highest posted bid price of the Common Stock.

"Buy In" shall have the meaning specified in Section 6, below.

"Buy In Adjustment Amount" shall have the meaning specified in Section 6.

"Closing" shall have the meaning specified in Section 2(h).

"Closing Date" shall mean seven (7) Trading Days following the Put Notice
Date.

"Common Stock" shall have the meaning set forth in the preamble to this
Agreement.

"Control" or "Controls" shall have the meaning specified in Section 5(h).

"Covering Shares" shall have the meaning specified in Section 6.

"Effective Date" shall mean the date the SEC declares effective under the
1933 Act the Registration Statement covering the Securities.

"Environmental Laws" shall have the meaning specified in Section 4(m), below.

"Execution Date" shall mean the date first indicated above.

"Indemnitiees" shall have the meaning specified in Section 10, below.

"Indemnified Liabilities" shall have the meaning specified in Section 10,
below.

"Ineffective Period" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use
for the sale or resale, as applicable, of any or all of the Registrable
Securities (as defined in the Registration Rights Agreement) for any reason
(or in the event the prospectus under either of the above is not current and
deliverable) during any time period required under the Registration Rights
Agreement.

"Investor" shall have the meaning indicated above.

"Major Transaction" shall have the meaning specified in Section 2(g), above.

"Material Adverse Effect" shall have the meaning specified in Section 4(a).

"Material Facts" shall have the meaning specified in Section 2(m).

"Maximum Common Stock Issuance" shall have the meaning specified in Section
2(j).

"Open Period" shall mean the period beginning on and including the Trading
Day immediately following the Effective Date and ending on the earlier to
occur of (i) the date which is 36 months from the Effective Date; and (ii)
termination of the Agreement in accordance with Section 9, below.


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