REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 12, 2022, by and between THE MARQUIE GROUP, INC., a Florida corporation (the "Company"), and MACRAB LLC, a Florida limited liability company (together with its assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the standby equity commitment agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
STANDBY EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • October 14th, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida
This standby equity commitment agreement is entered into as of October 12, 2022 (this "Agreement"), by and between The Marquie Group, Inc., a Florida corporation (the "Company"), and MacRab LLC, a Florida limited liability company (the "Investor").
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • October 14th, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), MacRab LLC, a Florida limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from The Marquie Group, Inc., a Florida corporation (the “Company”), 11,764,706 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain standby equity commitment agreement dated October 12, 2022, by and among the Company and the Holder (the “Purchase Agreement”).
