CONVERSION AGREEMENTConversion Agreement • August 21st, 2006 • Phantom Entertainment, Inc. • Services-business services, nec
THIS CONVERSION AGREEMENT, dated as of August 4, 2006, is made by and between Phantom Entertainment, Inc. (f/k/a Infinium Labs, Inc.,) a corporation (“Company”), and Richard Angelotti (“Holder”).
FORM OF WARRANTWarrant Agreement • August 21st, 2006 • Phantom Entertainment, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND PURSUANT TO RULE 144. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.
