EXHIBIT 4.8
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 ___ day of May 2005 by and between
American Ammunition, Inc., a California corporation ("AAMI"), and La Jolla Cove
Investors, Inc., a California corporation ("LJCI").
WHEREAS, LJCI and AAMI are parties to that certain 8% Convertible Debenture
dated as of October 4, 2002 ("Debenture"); and
WHEREAS, LJCI and AAMI are parties to that certain Warrant to Purchase Common
Stock dated as of October 4, 2002 ("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, AAMI and LJCI agree as follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. AAMI shall deposit 4,000,000 unregistered shares of AAMI Common Stock, in
the name of La Jolla Cove Investors, Inc., with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Escrow
Agent"). Upon receipt of confirmation from the Escrow Agent that the shares
have been delivered to the Escrow Agent, LJCI shall immediately wire
$150,000 to AAMI. This amount shall represent an advance on the $400,000
amount that LJCI is to wire AAMI under the December 10, 2004 Addendum
between the parties. If the AAMI registration statement filed for the
benefit of LJCI on November 14, 2005 is not declared effective by the
Securities and Exchange Commission within nine months from the date hereof,
the Escrow Agent shall release the shares to LJCI and LJCI may proceed to
sell such shares pursuant to Rule 144. If LJCI sells the shares for net
sales proceeds of more than $150,000 (without any interest accruing on this
amount), the excess over $150,000 shall be refunded by LJCI to AAMI. LJCI
shall have the right to offset any amounts owed to AAMI against any amounts
owing to LJCI by AAMI.
3. The Maturity Date of the Debenture and the Expiration Date of the Warrant
are extended to June 31, 2008.
4. Except as specifically amended herein, all other terms and conditions of
the Debenture and Warrant shall remain in full force and effect.
IN WINESS WHEREOF, AAMI and LJCI have caused this Addendum to be signed by its
duly authorized officers on the date first set forth above.
American Ammunition, Inc. La Jolla Cove Investors, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
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Title: President and CEO Title:
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I agree to act as escrow agent hereunder, in accordance with the terms hereof.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Dated: ________________________
