SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2006 among Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANTTheater Xtreme Entertainment Group, Inc • October 24th, 2006 • Retail-radio, tv & consumer electronics stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 24th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2006, among Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF NON-CONVERTIBLE 10% DEBENTURETheater Xtreme Entertainment Group, Inc • October 24th, 2006 • Retail-radio, tv & consumer electronics stores • New York
FOR VALUE RECEIVED, Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Maker”), with its primary offices located at 250 Corporate Boulevard, Suites E & F, Newark, Delaware 19702, promises to pay to the order of ________________, or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of ______________ ($____________) plus interest on the unpaid principal sum outstanding at the rate of 10% per annum (this “Debenture”). Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement, dated October __, 2006 (the “Purchase Agreement”) shall have the respective meanings given such terms in the Purchase Agreement.
FORM OF LOCK-UP AGREEMENTTheater Xtreme Entertainment Group, Inc • October 24th, 2006 • Retail-radio, tv & consumer electronics stores
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New
