FORM OF SUBSCRIPTION AGREEMENT FOR UNITSRed Mile Entertainment Inc • July 23rd, 2007 • Services-prepackaged software • Alberta
The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units in the capital of the Corporation ("Units") set forth below for the aggregate subscription price set forth below (the "Aggregate Subscription Price"), representing a subscription price of USD$2.50 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Units of Red Mile Entertainment Inc." attached hereto (together with this face page and Schedules, if applicable, the "Subscription Agreement"). Each Unit consists of one common share of the Corporation ("Common Share") and 0.2 of one special warrant. Each whole special warrant ("SpecialWarrant") entitles the holder thereof to acquire, for no additional consideration, one additional Common Share, subject to adjustments, in the event that a Liquidity Transaction (as defined herein) is not unconditionally closed prior to the date which is eight month
WARRANT INDENTURE Providing for the Issue of Warrants BETWEEN RED MILE ENTERTAINMENT, INC. - and - OLYMPIA TRUST COMPANY Dated as of July 18, 2007Warrant Indenture • July 23rd, 2007 • 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 referred to as the "Corporation")
AGENCY AGREEMENTAgency Agreement • July 23rd, 2007 • Red Mile Entertainment Inc • Services-prepackaged software • Alberta
Subject to the terms and conditions hereof, the Agent agrees to act as, and the Corporation appoints the Agent as, the sole and exclusive agent of the Corporation to offer for sale on the Closing Date on a private placement basis the Units in the Provinces of Alberta, British Columbia, Saskatchewan, Ontario and Nova Scotia (the "Selling Jurisdictions") and to use its commercially reasonable best efforts to secure subscriptions therefor, provided that the Agent shall be under no obligation to purchase any of such Units as principal. The Agent shall be entitled in connection with the offering and sale of the Units to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for Units from other registered securities dealers. The fee payable to such sub-agents shall be for the account of the Agent.
RED MILE ENTERTAINMENT, INC. (Incorporated under the laws of the State of Delaware) FORM OF SHARE PURCHASE WARRANT THIS IS TO CERTIFY THAT ofRed Mile Entertainment Inc • July 23rd, 2007 • Services-prepackaged software
(hereinafter referred to as the "holder") is the owner of l share purchase warrants ("Warrants") in respect of each of which the holder is entitled to acquire in the manner and subject to the restrictions and adjustments set forth herein, one fully paid and non-assessable common share ("Share") of Red Mile Entertainment, Inc. (the "Corporation") for US$2.75 (the "Exercise Price") per Share.
