0001144204-11-063396 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2011 • Platinum Studios, Inc. • Periodicals: publishing or publishing & printing • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of November 1, 2011, by and between Platinum Studios, Inc., a corporation organized under the laws of California, USA with its principal executive office at 2029 South Westgate Avenue, Los Angeles, CA 90025 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • November 14th, 2011 • Platinum Studios, Inc. • Periodicals: publishing or publishing & printing • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November 1, 2011 by and between Platinum Studios, Inc., a California corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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