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).
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).
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. COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec • New York
Issuance. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by INFINIUM LABS, INC., a Delaware corporation (the “Company”), ________________________________ or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on the Expiration Date (as defined below), ____________________ (_________)(2)fully paid and nonassessable shares of the Company’s Common Stock $0.0001 par value (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of US$ ____ (3) per share, subject to further adjustment as set forth herein. This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of December 13, 2004 (the “Agreement”),to which the Company and Holder (or Holder’s predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreem
INFINIUM LABS, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 22nd, 2004 • Infinium Labs Inc • Services-business services, nec • New York
Issuance. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by INFINIUM LABS, INC., a Delaware corporation (the “Company”), [omitted] or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on the Expiration Date (as defined below), Two Hundred Thirty-two Thousand (232,000) fully paid and nonassessable shares of the Company’s Common Stock $0.000l par value (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of US$0.50 per share, subject to further adjustment as set forth herein. Reference is made to that certain Securities Purchase Agreement, dated as of December 13, 2004 (the “Securities Purchase Agreement”), to which the Company and certain named Lenders are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. This Warrant was originally iss
