0000950123-09-044126 Sample Contracts

PLACEMENT AGENCY AGREEMENT September 17, 2009
Placement Agency Agreement • September 18th, 2009 • Majesco Entertainment Co • Services-prepackaged software • New York

Majesco Entertainment Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Placement Agency Agreement (this “Agreement”), to issue and sell an aggregate of up to $9.63 million in shares (the “Shares”) of its Common Stock, $0.001 par value per share (the “Common Stock”), directly to various investors (collectively, the “Investors”) pursuant to the Subscription Agreements in the form attached as Exhibit B hereto (the “Subscription Agreements” and each, a “Subscription Agreement”). The Company hereby confirms its agreement with the Placement Agent (as defined below) as follows:

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Subscription Agreement September ___, 2009
Subscription Agreement • September 18th, 2009 • Majesco Entertainment Co • Services-prepackaged software • New York

This Subscription Agreement (this “Agreement”) is dated September ___, 2009, by and between the investor identified on the signature page hereto (the “Investor”) and Majesco Entertainment Company, a Delaware corporation (the “Company”), whereby the parties agree as follows:

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