TRUST INDENTURE DATED AS OF THE 19TH DAY OF OCTOBER, 2006 BETWEEN RED MILE ENTERTAINMENT INC. AND OLYMPIA TRUST COMPANY PROVIDING FOR THE ISSUE OF SENIOR SECURED CONVERTIBLE DEBENTURESTrust Indenture • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
RED MILE ENTERTAINMENT INC., a corporation incorporated under the laws of the State of Delaware and having its head office in the State of California (hereinafter called the “Corporation”)
SECURITY AGREEMENTSecurity Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 19, 2006, is made and given by RED MILE ENTERTAINMENT, INC., a corporation organized under the laws of the State of Delaware (the “Grantor”), to OLYMPIA TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta in its capacity as Debenture Trustee (the “Security Trustee”).
SUBSCRIPTION FOR CONVERTIBLE DEBENTURESSubscription Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the principal sum set forth below of senior secured convertible debentures of the Corporation having the terms set forth in Exhibit 3 hereto (the "Debentures"), at a subscription price of USD $1,000 per Debenture (the "Subscription Price"), upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Convertible Debentures of Red Mile Entertainment Inc." attached hereto (together with this page and the attached Exhibits, the "Subscription Agreement"). In addition to this face page, the Subscriber must complete all applicable Exhibits.
AGENCY AGREEMENTAgency Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
AGREEMENT RESPECTING CLOSING DATEAgency Agreement • November 22nd, 2006 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
WHEREAS the Corporation and the Agent entered into an agency agreement (the "Agency Agreement") dated October 19, 2006 with respect to the issuance by the Corporation of senior secured convertible debentures ("Debentures") having an aggregate principal amount of up to US$10,000,000.
