REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement dated as of November 11, 2004
(this "Agreement") by and between GameZnFlix, Inc., a Nevada
corporation, with principal executive offices located at 1535
Blackjack Road, Franklin, Kentucky 42134 (the "Company"), and Golden
Gate Investors, Inc. (the "Initial Investor").
WHEREAS, upon the terms and subject to the conditions of the
Securities Purchase Agreement dated as of even date herewith, by and
between the Initial Investor and the Company (the "Securities
Purchase Agreement"), the Company has agreed to issue and sell to the
Initial Investor a Convertible Debenture (the "Debenture") of the
Company in the aggregate principal amount of $1,500,000 which, upon
the terms of and subject to the conditions contained therein, is
convertible into shares of the Company's Common Stock (the "Common
WHEREAS, to induce the Initial Investor to execute and deliver
the Securities Purchase Agreement, the Company has agreed to provide
with respect to the Common Stock issued upon conversion of the
Debenture and the Warrant Shares certain registration rights under
the Securities Act;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
(A) As used in this Agreement, the following terms shall
have the meanings:
(1) "Affiliate" of any specified Person means any
other Person who directly, or indirectly through one or more
intermediaries, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this
definition, control of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract, securities ownership or
otherwise; and the terms "controlling" and "controlled" have the
respective meanings correlative to the foregoing.
(2) "Closing Date" means the date of this Agreement.
(3) "Commission" means the Securities and Exchange Commission.
(4) "Exchange Act" means the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission
thereunder, or any similar successor statute.
(5) "Investor" means each of the Initial Investor and
any transferee or assignee of Registrable Securities which agrees to
become bound by all of the terms and provisions of this Agreement in
accordance with Section 8 hereof.
(6) "Person" means any individual, partnership,
corporation, limited liability company, joint stock company,
association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.
(7) "Prospectus" means the prospectus (including,
without limitation, any preliminary prospectus and any final
prospectus filed pursuant to Rule 424(b) under the Securities Act,
including any prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration
statement in reliance on Rule 430A under the Securities Act) included
in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by the Registration
Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such
prospectus and all documents filed after the date of such prospectus
by the Company under the Exchange Act and incorporated by reference
(8) "Public Offering" means an offer registered with
the Commission and the appropriate state securities commissions by
the Company of its Common Stock and made pursuant to the Securities Act.
(9) "Registrable Securities" means the Common Stock
issued or issuable (i) upon conversion or redemption of the
Debenture, (ii) exercise of the Conversion Warrants (iii) pursuant to
the terms and provisions of the Debenture or the Securities Purchase
Agreement, (iv) in connection with any distribution,
recapitalization, stock-split, stock adjustment or reorganization of
the Company; provided, however, a share of Common Stock shall cease
to be a Registrable Security for purposes of this Agreement when it
no longer is a Restricted Security.