SUBSCRIPTION AGREEMENTRegistration Rights Agreement • July 6th, 2016 • Majesco Entertainment Co • Services-prepackaged software • New York
This opinion letter is furnished to you at the request of Majesco Entertainment Company (the "Company") pursuant to Section 6(a)(iv) of the Subscription Agreement (the "Agreement"), dated April 29, 2015, by and between the Company and you (collectively, the "Purchasers"), in connection with the closing of the sale to the Purchasers of $5.05 million of units (the "Units") consisting of (i) shares of the Company's Common Stock (as defined below) (the "Shares") or 0% Series C Convertible Preferred Stock (the "Preferred Stock") which are convertible into shares of common stock, $0.001 par value per share (the "Common Stock") of the Company, if the issuance of such Common Stock would result in the recipient Purchaser exceeding certain thresholds, and (ii) warrants (the "Warrants") to purchase shares of Common Stock (the "Warrant Shares").
