COMMON STOCK PURCHASE WARRANT To Purchase 1,334,813 Shares of Common Stock of SYZYGY ENTERTAINMENT, LTD.Common Stock Purchase Warrant • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shelter Island Opportunity Fund, LLC or its registered assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syzygy Entertainment, Ltd., a Nevada corporation (the “Company”), up to 1,334,813 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 25th, 2007 • Triple Bay Industries • Refuse systems • Texas
STOCK PURCHASE AGREEMENT, dated as of January 10, 2007 (this “Agreement”), by and among BETH JARVIS (“Seller”); AVENEL FINANCIAL GROUP, INC. (“Purchaser”) and TRIPLE BAY INDUSTRIES, a Florida corporation (“Company”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • March 8th, 2007 • Syzygy Entertainment LTD • Refuse systems • Nevada
STOCK EXCHANGE AGREEMENT, dated as of February 7, 2007 (this “Agreement”), by and among the persons listed on Exhibit A as the shareholders of ROUNDERS LTD., a Turks and Caicos corporation (“Rounders”); the persons listed on Exhibit B as the shareholders of THE GAME INTERNATIONAL TCI LTD., a Turks and Caicos corporation (“The Game”) (collectively referred to as the “Sellers”); SYZYGY ENTERTAINMENT, LTD., a Nevada corporation (“Purchaser”); and is joined in by each of Rounders and The Game, which are together referred to herein as the “Companies”, and by Avenel Financial Group, Inc.
AgreementAgreement • June 11th, 2007 • Syzygy Entertainment LTD • Refuse systems • Turks and Caicos Islands
This Agreement made this is made on the 9th day of May 2007, by and between Rounders, Ltd, and The Game International, Ltd, both Turks and Caicos company, jointly operating The Players Club, located at the Queen Angel Resort (hereinafter collectively referred to as “The Players Club” or “TPC”), and Carib Gaming, Ltd, a Turks and Caicos company (hereinafter referred to as “Carib”). TPC and Carib are referred to herein sometimes collectively as the “Parties,” and individually as the “Party.”
SYZYGY ENTERTAINMENT, LTD. PUT OPTION AGREEMENTPut Option Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems
Syzygy Entertainment, Ltd., a corporation organized under the laws of the State of Nevada (“Company”), hereby agrees that, for value received, Shelter Island Opportunity Fund, LLC, its successors or assigns (the “Holder”), is entitled, subject to the terms set forth below, to require the Company (as defined herein) from and after the earlier of (i) the repayment in full of all amounts owed to the Holder under the Debenture or (ii) the date that is 18 months after the Closing Date (as such terms are defined in the Securities Purchase Agreement dated as of even date herewith between the Company and the Holder) (the “Put Commencement Date”), until July 23, 2013 (the “Put Termination Date”), to repurchase from Holder at the Exercise Price (as defined herein) up to the maximum number of shares (the “Put Shares”) of Common Stock (as defined herein) that are issuable, but not yet issued, pursuant to each of the Common Stock Purchase Warrants attached hereto (the “Warrants”) that are issued by
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • February 22nd, 2007 • Syzygy Entertainment LTD • Refuse systems • Nevada
STOCK EXCHANGE AGREEMENT, dated as of February 7, 2007 (this “Agreement”), by and among the persons listed on Exhibit A as the shareholders of ROUNDERS LTD., a Turks and Caicos corporation (“Rounders”); the persons listed on Exhibit B as the shareholders of THE GAME INTERNATIONAL TCI LTD., a Turks and Caicos corporation (“The Game”) (collectively referred to as the “Sellers”); SYZYGY ENTERTAINMENT, LTD., a Nevada corporation (“Purchaser”); and is joined in by each of Rounders and The Game, which are together referred to herein as the “Companies”, and by Avenel Financial Group, Inc.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2008 by and between Syzygy Entertainment, Ltd., a Nevada corporation (the “Company”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
Security AgreementSecurity Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems • New York
