Exhibit
10.4
Exhibit
D
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.
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Right to
Require Repurchase . At
any one or more times after the Put Commencement Date until the Put
Termination Date, Holder may require that the Company repurchase
all or any portion of the Put Shares at a price equal to the
Exercise Price. The “Exercise Price” applicable for all
the Put Shares under this Put Option shall be equal to $325,000 or
$0.2435 per share.
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Exercise of
the Put Option . If the
Holder wishes to exercise its Put Option rights, it shall submit to
the Company, in writing, a notice indicating the number of Put
Shares it wishes the Company to repurchase (an “Exercise
Notice”). The Exercise Notice may be submitted to the Company
at any time beginning 30 days prior to the Put Commencement Date
and ending on the Put Termination Date. Upon receipt of the
Exercise Notice, the Company will have thirty (30) days from its
receipt of the Exercise Notice to pay the Exercise Price to Holder.
The Put Option will be deemed exercised on the date upon which the
Company receives the Exercise Notice and the Company shall, subject
to the provisions of paragraph 3, purc
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