COMMON STOCK PURCHASE WARRANT To Purchase 1,334,813 Shares of Common Stock of SYZYGY ENTERTAINMENT, LTD.Common Stock Purchase Warrant • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shelter Island Opportunity Fund, LLC or its registered assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syzygy Entertainment, Ltd., a Nevada corporation (the “Company”), up to 1,334,813 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SYZYGY ENTERTAINMENT, LTD. PUT OPTION AGREEMENTPut Option Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems
Syzygy Entertainment, Ltd., a corporation organized under the laws of the State of Nevada (“Company”), hereby agrees that, for value received, Shelter Island Opportunity Fund, LLC, its successors or assigns (the “Holder”), is entitled, subject to the terms set forth below, to require the Company (as defined herein) from and after the earlier of (i) the repayment in full of all amounts owed to the Holder under the Debenture or (ii) the date that is 18 months after the Closing Date (as such terms are defined in the Securities Purchase Agreement dated as of even date herewith between the Company and the Holder) (the “Put Commencement Date”), until July 23, 2013 (the “Put Termination Date”), to repurchase from Holder at the Exercise Price (as defined herein) up to the maximum number of shares (the “Put Shares”) of Common Stock (as defined herein) that are issuable, but not yet issued, pursuant to each of the Common Stock Purchase Warrants attached hereto (the “Warrants”) that are issued by
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2008 by and between Syzygy Entertainment, Ltd., a Nevada corporation (the “Company”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
Security AgreementSecurity Agreement • August 1st, 2008 • Syzygy Entertainment LTD • Refuse systems • New York
