SYZYGY ENTERTAINMENT, LTD.
PUT OPTION AGREEMENT
Issue Date: July 25, 2008
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 the Company. The number and character of the Put Shares and the Exercise Price per share are subject to the adjustment mechanisms under the Warrants.
As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
(a) The term “Company” shall include Company and any corporation which shall succeed, or assume the obligations of, Company hereunder.
(b) The term “Common Stock” includes (i) the Company’s Common Stock, $0.001 par value per share; and (ii) any other class of securities into which such securities may be reclassified, converted or exchanged into, whether pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.