0001144204-06-003444 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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Contract
Convertible 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 AGREEMENT
Securities 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”).

WARRANT TO PURCHASE COMMON STOCK
Warrant 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”).

ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENT
Convertible 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”).

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