ANNEX I TO SECURITIES PURCHASE AGREEMENT [PROTOTYPE FOR EACH ISSUANCE] FORM OF DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR...Securities Purchase Agreement • January 5th, 2005 • Infinium Labs Inc • Services-business services, nec
ANNEX V TO SECURITIES PURCHASE AGREEMENTWarrant Agreement • January 5th, 2005 • Infinium Labs Inc • Services-business services, nec • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION...Conversion Agreement • January 14th, 2005 • Infinium Labs Inc • Services-business services, nec
ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 23, 2004 (this "Agreement"), is made by and between INFINIUM LABS, INC., a Delaware corporation with headquarters located...Registration Rights Agreement • January 5th, 2005 • Infinium Labs Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 13, 2004 (this “Agreement”), is made by and between INFINIUM LABS, INC., a Delaware corporation with headquarters located at 2033 Main Street, Suite 1309, Sarasota, FL 34237 (the “Company”), and each entity named on a signature page hereto (each, an “Initial Investor”) (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).
GUARANTYGuaranty • December 8th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • Florida
GUARANTY dated as of December 7, 2006 ("Guaranty") made by Timothy Roberts, an individual residing in the State of Florida (“Guarantor”), in favor of John Fife ("Lender").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2006 • Infinium Labs Inc • Services-business services, nec • California
Registration Rights Agreement dated as of January 24, 2006 (this “Agreement”) by and between Infinium Labs, Inc., a Delaware corporation, with principal executive offices located at 1191 Second Avenue, 5th Floor, Seattle, Washington 98101 (the “Company”), and Golden Gate Investors, Inc. (the “Holder”).
GLOBAL BUSINESS RESOURCES ---------- ---------- NEWCOURT CAPITAL HOLDINGS, INC. PUBLIC COMPANY LISTING PROPOSAL FOR SERVICES The following constitutes a proposed agreement (the "Agreement") between Global Business Resources, Inc. a Florida Corporation...Consulting Agreement • June 5th, 2002 • Global Business Resources Inc • Services-business services, nec
BRIDGE LOAN AGREEMENTBridge Loan Agreement • October 29th, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THIS BRIDGE LOAN AGREEMENT, dated as of October 20, 2004, is entered into by and between INFINIUM LABS, INC., a Delaware corporation with headquarters located at 2033 Main Street, Suite 1309, Sarasota, FL 34237 (the “Company”), and each individual or entity named on a signature page hereto (as used herein, each such signatory is referred to as the “Lender” or a “Lender”) (each agreement with a Lender being deemed a separate and independent agreement between the Company and such Lender, except that each Lender acknowledges and consents to the rights granted to each other Lender [each, an “Other Lender”] under such agreement and the Transaction Agreements, as defined below, referred to therein).
ContractConvertible Debenture Agreement • January 31st, 2006 • Infinium Labs Inc • Services-business services, nec • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of December 13,2004 (this “Agreement”), is entered into by and between INFINIUM LABS, INC., a Delaware corporation with headquarters located at 2033 Main Street, Suite 1309, Sarasota, FL 34237 (the “Company”), and each individual or entity named on a signature page hereto (as used herein, each such signatory is referred to as the “Lender”) (each agreement with a Lender being deemed a separate and independent agreement between the Company and such Lender, except that each Lender acknowledges and consents to the rights granted to each other Lender [each, an “Other Lender”] under such agreement and the Transaction Agreements, as defined below, referred to therein).
SECURITY INTEREST AND PLEDGE AGREEMENTSecurity Interest and Pledge Agreement • October 29th, 2004 • Infinium Labs Inc • Services-business services, nec • New York
SECURITY INTEREST AND PLEDGE AGREEMENT ("Pledge Agreement"), dated as of October 20, 2004, by and among the persons set forth on Schedule 1 (each a “Secured Party” and collectively, the “Secured Parties”), INFINIUM LABS, INC., a Delaware corporation having its principal executive offices at 2033 Main Street, Suite 1309, Sarasota, FL 34237 (the “Company” or the “Debtor”), TIMOTHY M. ROBERTS (the “Pledgor”) and KRIEGER & PRAGER, LLP, as agent for the Secured. Parties (the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2006 • Infinium Labs Inc • Services-business services, nec • California
Securities Purchase Agreement dated as of January 24, 2006 (this “Agreement”) by and between Infinium Labs, Inc., a Delaware corporation, with principal executive offices located at 1191 Second Avenue, 5th Floor, Seattle, Washington 98101 (the “Company”), and Golden Gate Investors, Inc. (“Holder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT is made as of the 22nd day of January, 2004, by and between Infinium Labs, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 2033 Main Street, Suite 309, Sarasota, Florida 34237, and SBI Brightline VI, LLC, a California limited liability company with its principal offices at 2361 Campus Drive, Suite 210, Newport Beach, California 92612 (the “Purchaser”).
FORM OF NOTEBridge Loan Agreement • October 29th, 2004 • Infinium Labs Inc • Services-business services, nec • New York
This Note is being issued pursuant to the terms of the Bridge Loan Agreement, dated as of October 20, 2004 (the “Loan Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
FORM OF WARRANTWarrant Agreement • October 29th, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • January 31st, 2006 • Infinium Labs Inc • Services-business services, nec • California
THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant to that certain Securities Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) between Infinium Labs, Inc., a Delaware corporation (the “Company”) and Golden Gate Investors, Inc. (“Holder”).
ORIGINAL ISSUE DISCOUNT SECURED NOTEOriginal Issue Discount Secured Note • December 8th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • Florida
This Note is one of a duly authorized issue of Notes of PHANTOM ENTERTAINMENT, INC., a Delaware corporation, having a principal place of business at 800 Fifth Avenue, Suite 4100, Seattle, Washington 98004 (the “Company”), designated as its Note (the “Note”) in an aggregate face amount of up to Eighty Three Thousand Three Hundred Thirty Three and 00/100 Dollars ($83,333.00) (the “Maturity Amount”). The Note shall be due (i) on March 7, 2007, or (ii) upon an event of default, as defined below (collectively, the “Maturity Date”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 8th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • Florida
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 7th day of December 2006 by and among John Fife (the “Secured Party”), and Phantom Entertainment, Inc. (the “Pledgor”).
Product Licensing AgreementProduct Licensing Agreement • May 1st, 2007 • Phantom Entertainment, Inc. • Services-business services, nec • New York
This Product Licensing Agreement (“Agreement”) is entered into as of this 1st day of July, 2007 (“Effective Date”) by and between Phantom Entertainment, Inc., a New York corporation having a place of business at 222 Grace Church Street, Port Chester, New York 10573, United States of America (“Licensor”), and Ione Technology Inc., a Taiwanese corporation having its principal place of business at 9F, No.75, Sec.1, Hsin Tai Wu Road, Hsih Chi city, Taipei Hsien 221, Taiwan (“Licensee”).
ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENTConvertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • January 31st, 2006 • Infinium Labs Inc • Services-business services, nec
This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement (“Addendum”) is entered into as of the 24 day of January 2006 by and between Infinium Labs, Inc., Inc., a Delaware corporation (“Infinium”), and Golden Gate Investors, Inc., a California corporation (“GGI”).
AMENDMENT TO SECURED DEBENTURESecured Debenture • November 20th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec
This Amendment to Secured Debenture (the “Amendment), effective September 22, 2006 (“Effective Date”), is made by and between Phantom Entertainment, Inc. (f/k/a Infinium Labs, Inc.,) a Delaware corporation (“Company”), and James Beshara (“Beshara” or “Holder”).
MEMORANDUM OF UNDERSTANDING BETWEEN TEDA HOTELS MANAGEMENT COMPANY LIMITED AND GLOBAL BUSINESS RESOURCES This memorandum of understanding (the "MOU") dated Aug 5, 2001, is between Takeda Developments Limited("The Promotor"), Teda Hotels Management...Memorandum of Understanding • June 5th, 2002 • Global Business Resources Inc • Services-business services, nec
ANSLOW & JACLIN, LLP 4400 ROUTE 9, 2ND FLOOR FREEHOLD, NEW JERSEY 07728 (732)409-1212Stock Purchase Agreement • July 7th, 2003 • Global Business Resources Inc • Services-business services, nec
As you know, we represent Global Business Resources, Inc. ("Global Business"). This letter agreement will hereby confirm that the Stock Purchase Agreement ("Agreement"), Amendment to the Stock Purchase Agreement ("Amendment") and Agreement for the Exchange of Common Stock ("Share Exchange") are hereby deemed null and void. Pursuant to the Agreement and Amendment, your client, International Equities and Finance, LLC, was required to provide audited financial statements to Global Business for United States Coach Group. Specifically, pursuant to Section 1(iv) of the Amendment, Seller had the right to terminate the Agreement if the United States Coach Group audited financial statements were not received within fourteen days from the date of such Amendment. To date the audited financial statements have not been received by Global Business and therefore both parties have agreed that the Agreement and Amendment are terminated and this transaction is deemed null and void. The Share Exchange wa
CONVERSION AGREEMENTConversion Agreement • August 21st, 2006 • Phantom Entertainment, Inc. • Services-business services, nec
THIS CONVERSION AGREEMENT, dated as of August 4, 2006, is made by and between Phantom Entertainment, Inc. (f/k/a Infinium Labs, Inc.,) a corporation (“Company”), and Richard Angelotti (“Holder”).
CONVERSION AGREEMENTConversion Agreement • November 20th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec
THIS CONVERSION AGREEMENT, dated as of October 23, 2006, is made by and between Phantom Entertainment, Inc. (f/k/a Infinium Labs, Inc.) a corporation (“Company”), and Timothy Roberts (“Holder”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 20th, 2008 • Phantom Entertainment, Inc. • Services-business services, nec • Florida
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of August __, 2008, by and between Phantom Entertainment, Inc., a Delaware corporation (the “Seller”), and Phantom Game Service, Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANTS, REGISTRATION RIGHTS AGREEMENT AND 8% CONVERTIBLE DEBENTURE SERIES 04-03 DUE DECEMBER __, 2005Securities Purchase Agreement, Warrants, Registration Rights Agreement, and Convertible Debenture • January 5th, 2005 • Infinium Labs Inc • Services-business services, nec
SOFTWARE LICENSE AND DISTRIBUTION AGREEMENTSoftware License and Distribution Agreement • February 10th, 2006 • Infinium Labs Inc • Services-business services, nec • California
This Software License and Distribution Agreement (this “Agreement”) is entered into as of the 15th day of September, 2004 (the “Effective Date”), by and between Infinium Labs, Inc., a Delaware corporation with its principal place of business at 2033 Main Street, Suite 309, Sarasota, FL 34237 (“Infinium”), and Eidos Inc., a California corporation with its principal place of business at 651 Brannan Street, San Francisco, CA 94107 (“Licensor”).
Manufacturing and Supply AgreementManufacturing Agreement • November 8th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • California
This Manufacturing and Supply Agreement (“Agreement”) is entered into as of this 6th day of November, 2006 (“Effective Date”) by and between Phantom Entertainment, Inc., a Delaware corporation having a place of business at 800 Fifth Avenue, Suite 4100, Seattle, Washington 98104, United States of America (“Purchaser”), Itron Technology Inc., a Taiwanese corporation having its principal place of business at 9F, No.75, Sec.1, Hsin Tai Wu Road, Hsih Chi city, Taipei Hsien 221, Taiwan (“Manufacturer”).
FORM OF DEBENTURESecurities Purchase Agreement • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec
THIS DEBENTURE is one of a duly authorized issue of up to $_______ in Debentures of INFINIUM LABS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”) designated as its 8% Convertible Debentures Series 04-02.
FORM OF ADDITIONAL WARRANTSecurities Purchase Agreement • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
INFINIUM LABS, INC. STOCKHOLDER VESTING AGREEMENTStockholder Vesting Agreement • January 13th, 2006 • Infinium Labs Inc • Services-business services, nec • Washington
THIS STOCKHOLDER VESTING AGREEMENT (this “Agreement”) is made as of January 11, 2006 (the “Effective Date’) by and between Infinium Labs, Inc., a Delaware corporation (the “Company”) on behalf of itself and its wholly-owned subsidiary, Infinium Labs Operating Corporation, and Greg Koler (“Stockholder”).
FORM OF WARRANTWarrant Agreement • August 21st, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND PURSUANT TO RULE 144. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) dated December 4, 2006 by and between Phantom Entertainment, Inc., a Delaware corporation (the “Company”), and Terrance Taylor, an individual (the “Employee”).
