REGISTRATION
      RIGHTS AGREEMENT

     

    Registration
      Rights Agreement dated as of January 24, 2006 (this “Agreement”)
      by and
      between Infinium Labs, Inc., a Delaware corporation, with principal executive
      offices located at 1191 Second Avenue, 5th
      Floor,
      Seattle, Washington 98101 (the “Company”),
      and
      Golden Gate Investors, Inc. (the “Holder”).

     

    WHEREAS,
      upon the terms and subject to the conditions of the Securities Purchase
      Agreement dated as of even date herewith, by and between the Holder and the
      Company (the “Securities
      Purchase Agreement”),
      the
      Company has agreed to issue and sell to the Holder a Convertible Debenture
      (the
“Debenture”)
      of the
      Company in the aggregate principal amount of $500,000 which, upon the terms
      of
      and subject to the conditions contained therein, is convertible into shares
      of
      the Company’s Common Stock (the “Common
      Stock”)
      and a
      Warrant to purchase shares (the “Warrants”)
      of the
      Company’s Common Stock (the “Warrant
      Shares”);
      and

     

    WHEREAS,
      to induce the Holder to execute and deliver the Securities Purchase Agreement,
      the Company has agreed to provide with respect to the Common Stock issued upon
      conversion of the Debenture and the Warrant Shares certain registration rights
      under the Securities Act;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, the parties hereto, intending to be legally bound, hereby agree as
      follows:

     

    1.  Definitions

     

    (A)  As
      used
      in this Agreement, the following terms shall have the meanings:

     

    (1)  “Affiliate”
      of any
      specified Person means any other Person who directly, or indirectly through
      one
      or more intermediaries, is in control of, is controlled by, or is under common
      control with, such specified Person. For purposes of this definition, control
      of
      a Person means the power, directly or indirectly, to direct or cause the
      direction of the management and policies of such Person whether by contract,
      securities ownership or otherwise; and the terms “controlling”
      and
“controlled”
      have the
      respective meanings correlative to the foregoing.

     

    (2)  “Closing
      Date”
      means
      the date of this Agreement.

     

    (3)  “Commission”
      means
      the Securities and Exchange Commission.

     

    (4)  “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission thereunder, or any similar successor statute.

     

    (5)  “Investor”
      means
      each of the Holder and any transferee or assignee of Registrable Securities
      which agrees to become bound by all of the terms and provisions of this
      Agreement in accordance with Section 8 hereof. 
       

      
        
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    (6)  “Person”
      means
      any individual, partnership, corporation, limited liability company, joint
      stock
      company, association, trust, unincorporated organization, or a government or
      agency or political subdivision thereof.

     

    (7)  “Prospectus”
      means
      the prospectus (including, without limitation, any preliminary prospectus and
      any final prospectus filed pursuant to Rule 424(b) under the Securities Act,
      including any prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      on
      Rule 430A under the Securities Act) included in the Registration Statement,
      as
      amended or supplemented by any prospectus supplement with respect to the terms
      of the offering of any portion of the Registrable Securities covered by the
      Registration Statement and by all other amendments and supplements to such
      prospectus, including all material incorporated by reference in such prospectus
      and all documents filed after the date of such prospectus by the Company under
      the Exchange Act and incorporated by reference therein.

     

    (8)  “Public
      Offering”
      means an
      offer registered with the Commission and the appropriate state securities
      commissions by the Company of its Common Stock and made pursuant to the
      Securities Act.

     

    (9)  “Registrable
      Securities”
      means
      the Common Stock issued or issuable (i) upon conversion or redemption of
      the Debenture, (ii) exercise of the Warrants (iii) pursuant to the terms
      and provisions of the Debenture or the Securities Purchase Agreement,
      (iv) in connection with any distribution, recapitalization, stock-split,
      stock adjustment or reorganization of the Company; provided,
      however,
      a share
      of Common Stock shall cease to be a Registrable Security for purposes of this
      Agreement when it no longer is a Restricted Security.

     

    (10)  “Registration
      Statement”
      means a
      registration statement of the Company filed on an appropriate form under the
      Securities Act providing for the registration of, and the sale on a continuous
      or delayed basis by the holders of, all of the Registrable Securities pursuant
      to Rule 415 under the Securities Act, including the Prospectus contained therein
      and forming a part thereof, any amendments to such registration statement and
      supplements to such Prospectus, and all exhibits to and other material
      incorporated by reference in such registration statement and
      Prospectus.

     

    (11)  “Restricted
      Security”
      means
      any share of Common Stock issued upon conversion or redemption of the Debenture
      or Warrant except any such share that (i) has been registered pursuant to an
      effective registration statement under the Securities Act and sold in a manner
      contemplated by the prospectus included in such registration statement, (ii)
      has
      been transferred in compliance with the resale provisions of Rule 144 under
      the
      Securities Act (or any successor provision thereto) or is transferable pursuant
      to paragraph (k) of Rule 144 under the Securities Act (or any successor
      provision thereto) or (iii) otherwise has been transferred and a new share
      of
      Common Stock not subject to transfer restrictions under the Securities Act
      has
      been delivered by or on behalf of the Company.

     

    (12)  “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission thereunder, or any similar successor statute.

     

    (B)  All
      capitalized terms used and not defined herein have the respective meaning
      assigned to them in the Securities Purchase Agreement or the Debenture. 
       

      
        
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    2.  Registration

     

    (A)  Filing
      and Effectiveness of Registration Statement.
      The
      Company shall prepare and file with the Commission as soon as practicable a
      Registration Statement relating to the offer and sale of the Registrable
      Securities and shall use its best efforts to cause the Commission to declare
      such Registration Statement effective under the Securities Act as promptly
      as
      practicable but in no event later than the Deadline (as defined in the
      Debenture). The Company shall promptly (and, in any event, no more than 24
      hours
      after it receives comments from the Commission), notify the Holder when and
      if
      it receives any comments from the Commission on the Registration Statement
      and
      promptly forward a copy of such comments, if they are in writing, to the Holder.
      At such time after the filing of the Registration Statement pursuant to this
      Section 2(A) as the Commission indicates, either orally or in writing, that
      it has no further comments with respect to such Registration Statement or that
      it is willing to entertain appropriate requests for acceleration of
      effectiveness of such Registration Statement, the Company shall promptly, and
      in
      no event later than two (2) business days after receipt of such indication
      from
      the Commission, request that the effectiveness of such Registration Statement
      be
      accelerated within forty-eight (48) hours of the Commission’s receipt of such
      request. The Company shall notify the Holder by written notice that such
      Registration Statement has been declared effective by the Commission within
      24
      hours of such declaration by the Commission.

     

    (B)  Eligibility
      for Use of Form S-3 or an SB-2.
      The
      Company agrees that at such time as it meets all the requirements for the use
      of
      a Securities Act Registration Statement on Form S-3 or SB-2, it shall file
      all
      reports and information required to be filed by it with the Commission in a
      timely manner and take all such other action so as to maintain such eligibility
      for the use of such form.

     

    (C)  Additional
      Registration Statement.
      In the
      event the Current Market Price declines to a price per share the result of
      which
      is that the Company cannot satisfy its conversion obligations to Holder
      hereunder, the Company shall, to the extent required by the Securities Act
      (because the additional shares were not covered by the Registration Statement
      filed pursuant to Section 2(a)), as reasonably determined by the Holder, file
      an
      additional Registration Statement with the Commission for such additional number
      of Registrable Securities as would be issuable upon conversion of the Debenture
      (the “Additional
      Registrable Securities”)
      in
      addition to those previously registered. The Company shall use its best efforts
      to cause the Commission to declare such Registration Statement effective under
      the Securities Act as promptly as practicable but not later than the Deadline.
      The Company shall not include any other securities in the Registration Statement
      relating to the offer and sale of such Additional Registrable
      Securities.

     

    (D)  Piggyback
      Registration Rights.(i)If
      the
      Company proposes to register any of its warrants, Common Stock or any other
      shares of common stock of the Company under the Securities Act (other than
      a
      registration (A) on Form S-8 or S-4 or any successor or similar forms,
      (B) relating to Common Stock or any other shares of common stock of the
      Company issuable upon exercise of employee share options or in connection with
      any employee benefit or similar plan of the Company or (C) in connection
      with a direct or indirect acquisition by the Company of another Person or any
      transaction with respect to which Rule 145 (or any successor provision) under
      the Securities Act applies), whether or not for sale for its own account, it
      will each such time, give prompt written notice at least 20 days prior to the
      anticipated filing date of the registration statement relating to such
      registration to each Investor, which notice shall set forth such Investor’s
      rights under this Section 2(D) and shall offer such Investor the
      opportunity to include in such registration statement such number of Registrable
      Securities as such Investor may request. Upon the written request of any
      Investor made within 10 days after the receipt of notice from the Company (which
      request shall specify the number of Registrable Securities intended to be
      disposed of by such Investor), the Company will use its best efforts to effect
      the registration under the Securities Act of all Registrable Securities that
      the
      Company has been so requested to register by each Investor, to the extent
      requisite to permit the disposition of the Registrable Securities so to be
      registered; provided,
      however,
      that
      (A) if such registration involves a Public Offering, each Investor must
      sell its Registrable Securities to any underwriters selected by the Company
      with
      the consent of such Investor on the same terms and conditions as apply to the
      Company and (B) if, at any time after giving written notice of its
      intention to register any Registrable Securities pursuant to this Section 2
      and
      prior to the effective date of the registration statement filed in connection
      with such registration, the Company shall determine for any reason not to
      register such Registrable Securities, the Company shall give written notice
      to
      each Investor and, thereupon, shall be relieved of its obligation to register
      any Registrable Securities in connection with such registration. The Company’s
      obligations under this Section 2(D) shall terminate on the date that the
      registration statement to be filed in accordance with Section 2(A) is declared
      effective by the Commission. 
       

      
        
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    (ii)  If
      a
      registration pursuant to this Section 2(D) involves a Public Offering and the
      managing underwriter thereof advises the Company that, in its view, the number
      of shares of Common Stock that the Company and the Investors intend to include
      in such registration exceeds the largest number of shares of Common Stock that
      can be sold without having an adverse effect on such Public Offering (the
“Maximum
      Offering Size”),
      the
      Company will include in such registration only such number of shares of Common
      Stock as does not exceed the Maximum Offering Size, and the number of shares
      in
      the Maximum Offering Size shall be allocated among the Company, the Investors
      and any other sellers of Common Stock in such Public Offering (“Third-Party
      Sellers”),
      first,
      pro rata
      among the Investors until all the shares of Common Stock originally proposed
      to
      be offered for sale by the Investors have been allocated, and second,
      pro rata
      among the Company and any Third-Party Sellers, in each case on the basis of
      the
      relative number of shares of Common Stock originally proposed to be offered
      for
      sale under such registration by each of the Investors, the Company and the
      Third-Party Sellers, as the case may be. If as a result of the proration
      provisions of this Section 2(D)(ii), any Investor is not entitled to include
      all
      such Registrable Securities in such registration, such Investor may elect to
      withdraw its request to include any Registrable Securities in such registration.
      With respect to registrations pursuant to this Section 2(D), the number of
      securities required to satisfy any underwriters’ over-allotment option shall be
      allocated among the Company, the Investors and any Third Party Seller pro rata
      on the basis of the relative number of securities offered for sale under such
      registration by each of the Investors, the Company and any such Third Party
      Sellers before the exercise of such over-allotment option.

     

    3.  Obligations
      of the Company

     

    In
      connection with the registration of the Registrable Securities, the Company
      shall: 
       

      
        
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    (A)  Promptly
      (i) prepare and file with the Commission such amendments (including
      post-effective amendments) to the Registration Statement and supplements to
      the
      Prospectus as may be necessary to keep the Registration Statement continuously
      effective and in compliance with the provisions of the Securities Act applicable
      thereto so as to permit the Prospectus forming part thereof to be current and
      useable by Investors for resales of the Registrable Securities for a period
      of
      five (5) years from the date on which the Registration Statement is first
      declared effective by the Commission (the “Effective
      Time”)
      or such
      shorter period that will terminate when all the Registrable Securities covered
      by the Registration Statement have been sold pursuant thereto in accordance
      with
      the plan of distribution provided in the Prospectus, transferred pursuant to
      Rule 144 under the Securities Act or otherwise transferred in a manner that
      results in the delivery of new securities not subject to transfer restrictions
      under the Securities Act (the “Registration
      Period”)
      and
      (ii) take all lawful action such that each of (A) the Registration
      Statement and any amendment thereto does not, when it becomes effective, contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, not misleading
      and (B) the Prospectus forming part of the Registration Statement, and any
      amendment or supplement thereto, does not at any time during the Registration
      Period include an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading;

     

    (B)  During
      the Registration Period, comply with the provisions of the Securities Act with
      respect to the Registrable Securities of the Company covered by the Registration
      Statement until such time as all of such Registrable Securities have been
      disposed of in accordance with the intended methods of disposition by the
      Investors as set forth in the Prospectus forming part of the Registration
      Statement;

     

    (C)  (i) Prior
      to the filing with the Commission of any Registration Statement (including
      any
      amendments thereto) and the distribution or delivery of any Prospectus
      (including any supplements thereto), provide (A) draft copies thereof to
      the Investors and reflect in such documents all such comments as the Investors
      (and their counsel) reasonably may propose and (B) to the Investors a copy
      of the accountant’s consent letter to be included in the filing and
      (ii) furnish to each Investor whose Registrable Securities are included in
      the Registration Statement and its legal counsel identified to the Company,
      (A) promptly after the same is prepared and publicly distributed, filed
      with the Commission, or received by the Company, one copy of the Registration
      Statement, each Prospectus, and each amendment or supplement thereto and
      (B) such number of copies of the Prospectus and all amendments and
      supplements thereto and such other documents, as such Investor may reasonably
      request in order to facilitate the disposition of the Registrable Securities
      owned by such Investor;

     

    (D)  (i) Register
      or qualify the Registrable Securities covered by the Registration Statement
      under such securities or “blue sky” laws of such jurisdictions as the Investors
      who hold a majority-in-interest of the Registrable Securities being offered
      reasonably request, (ii) prepare and file in such jurisdictions such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof at all times during the Registration Period,
      (iii) take all such other lawful actions as may be necessary to maintain
      such registrations and qualifications in effect at all times during the
      Registration Period and (iv) take all such other lawful actions reasonably
      necessary or advisable to qualify the Registrable Securities for sale in such
      jurisdictions; provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (A) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(D), (B) subject itself
      to general taxation in any such jurisdiction or (C) file a general consent
      to
      service of process in any such jurisdiction; 
       

      
        
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    (E)  As
      promptly as practicable after becoming aware of such event, notify each Investor
      of the occurrence of any event, as a result of which the Prospectus included
      in
      the Registration Statement, as then in effect, includes an untrue statement
      of a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading, and promptly prepare an amendment to
      the
      Registration Statement and supplement to the Prospectus to correct such untrue
      statement or omission, and deliver a number of copies of such supplement and
      amendment to each Investor as such Investor may reasonably request;

     

    (F)  As
      promptly as practicable after becoming aware of such event, notify each Investor
      who holds Registrable Securities being sold (or, in the event of an underwritten
      offering, the managing underwriters) of the issuance by the Commission of any
      stop order or other suspension of the effectiveness of the Registration
      Statement at the earliest possible time and take all lawful action to effect
      the
      withdrawal, rescission or removal of such stop order or other
      suspension;

     

    (G)  Cause
      all
      the Registrable Securities covered by the Registration Statement to be listed
      on
      the principal national securities exchange, and included in an inter-dealer
      quotation system of a registered national securities association, on or in
      which
      securities of the same class or series issued by the Company are then listed
      or
      included;

     

    (H)  Maintain
      a transfer agent and registrar, which may be a single entity, for the
      Registrable Securities not later than the effective date of the Registration
      Statement;

     

    (I)  Cooperate
      with the Investors who hold Registrable Securities being offered to facilitate
      the timely preparation and delivery of certificates for the Registrable
      Securities to be offered pursuant to the registration statement and enable
      such
      certificates for the Registrable Securities to be in such denominations or
      amounts, as the case may be, as the Investors reasonably may request and
      registered in such names as the Investor may request; and, within three (3)
      business days after a registration statement which includes Registrable
      Securities is declared effective by the Commission, deliver and cause legal
      counsel selected by the Company to deliver to the transfer agent for the
      Registrable Securities (with copies to the Investors whose Registrable
      Securities are included in such registration statement) an appropriate
      instruction and, to the extent necessary, an opinion of such
      counsel;

     

    (J)  Take
      all
      such other lawful actions reasonably necessary to expedite and facilitate the
      disposition by the Investors of their Registrable Securities in accordance
      with
      the intended methods therefor provided in the Prospectus which are customary
      under the circumstances;

     

    (K)  Make
      generally available to its security holders as soon as practicable, but in
      any
      event not later than three (3) months after (i) the effective date (as defined
      in Rule 158(c) under the Securities Act) of the Registration Statement and
      (ii)
      the effective date of each post-effective amendment to the Registration
      Statement, as the case may be, an earnings statement of the Company and its
      subsidiaries complying with Section 11 (a) of the Securities Act and the rules
      and regulations of the Commission thereunder (including, at the option of the
      Company, Rule 158); 
       

      
        
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    (L)  In
      the
      event of an underwritten offering, promptly include or incorporate in a
      Prospectus supplement or post-effective amendment to the Registration Statement
      such information as the managers reasonably agree should be included therein
      and
      to which the Company does not reasonably object and make all required filings
      of
      such Prospectus supplement or post-effective amendment as soon as practicable
      after it is notified of the matters to be included or incorporated in such
      Prospectus supplement or post-effective amendment;

     

    (M)  (i) Make
      reasonably available for inspection by Investors, any underwriter participating
      in any disposition pursuant to the Registration Statement, and any attorney,
      accountant or other agent retained by such Investors or any such underwriter
      all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and its subsidiaries, and (ii) cause the
      Company’s officers, directors and employees to supply all information reasonably
      requested by such Investors or any such underwriter, attorney, accountant or
      agent in connection with the Registration Statement, in each case, as is
      customary for similar due diligence examinations; provided,
      however,
      that
      all records, information and documents that are designated in writing by the
      Company, in good faith, as confidential, proprietary or containing any material
      nonpublic information shall be kept confidential by such Investors and any
      such
      underwriter, attorney, accountant or agent (pursuant to an appropriate
      confidentiality agreement in the case of any such holder or agent), unless
      such
      disclosure is made pursuant to judicial process in a court proceeding (after
      first giving the Company an opportunity promptly to seek a protective order
      or
      otherwise limit the scope of the information sought to be disclosed) or is
      required by law, or such records, information or documents become available
      to
      the public generally or through a third party not in violation of an
      accompanying obligation of confidentiality; and provided,
      further,
      that,
      if the foregoing inspection and information gathering would otherwise disrupt
      the Company’s conduct of its business, such inspection and information gathering
      shall, to the maximum extent possible, be coordinated on behalf of the Investors
      and the other parties entitled thereto by one firm of counsel designated by
      and
      on behalf of the majority in interest of Investors and other
      parties;

     

    (N)  In
      connection with any underwritten offering, make such representations and
      warranties to the Investors participating in such underwritten offering and
      to
      the managers, in form, substance and scope as are customarily made by the
      Company to underwriters in secondary underwritten offerings;

     

    (O)  In
      connection with any underwritten offering, obtain opinions of counsel to the
      Company (which counsel and opinions (in form, scope and substance) shall be
      reasonably satisfactory to the managers) addressed to the underwriters, covering
      such matters as are customarily covered in opinions requested in secondary
      underwritten offerings (it being agreed that the matters to be covered by such
      opinions shall include, without limitation, as of the date of the opinion and
      as
      of the Effective Time of the Registration Statement or most recent
      post-effective amendment thereto, as the case may be, the absence from the
      Registration Statement and the Prospectus, including any documents incorporated
      by reference therein, of an untrue statement of a material fact or the omission
      of a material fact required to be stated therein or necessary to make the
      statements therein (in the case of the Prospectus, in light of the circumstances
      under which they were made) not misleading, subject to customary limitations);
      
       

      
        
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    (P)  In
      connection with any underwritten offering, obtain “cold comfort” letters and
      updates thereof from the independent public accountants of the Company (and,
      if
      necessary, from the independent public accountants of any subsidiary of the
      Company or of any business acquired by the Company, in each case for which
      financial statements and financial data are, or are required to be, included
      in
      the Registration Statement), addressed to each underwriter participating in
      such
      underwritten offering (if such underwriter has provided such letter,
      representations or documentation, if any, required for such cold comfort letter
      to be so addressed), in customary form and covering matters of the type
      customarily covered in “cold comfort” letters in connection with secondary
      underwritten offerings;

     

    (Q)  In
      connection with any underwritten offering, deliver such documents and
      certificates as may be reasonably required by the managers, if any,
      and

     

    (R)  In
      the
      event that any broker-dealer registered under the Exchange Act shall be an
      “Affiliate”
      (as
      defined in Rule 2729(b)(1) of the rules and regulations of the National
      Association of Securities Dealers, Inc. (the “NASD
      Rules”)
      (or any
      successor provision thereto)) of the Company or has a “conflict
      of interest”
      (as
      defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision
      thereto)) and such broker-dealer shall underwrite, participate as a member
      of an
      underwriting syndicate or selling group or assist in the distribution of any
      Registrable Securities covered by the Registration Statement, whether as a
      holder of such Registrable Securities or as an underwriter, a placement or
      sales
      agent or a broker or dealer in respect thereof, or otherwise, the Company shall
      assist such broker-dealer in complying with the requirements of the NASD Rules,
      including, without limitation, by (A) engaging a “qualified
      independent underwriter”
      (as
      defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision
      thereto)) to participate in the preparation of the Registration Statement
      relating to such Registrable Securities, to exercise usual standards of due
      diligence in respect thereof and to recommend the public offering price of
      such
      Registrable Securities, (B) indemnifying such qualified independent
      underwriter to the extent of the indemnification of underwriters provided in
      Section 6 hereof and (C) providing such information to such broker-dealer
      as may be required in order for such broker-dealer to comply with the
      requirements of the NASD Rules.

     

    4.  Obligations
      of the Investors

     

    In
      connection with the registration of the Registrable Securities, the Investors
      shall have the following obligations:

     

    (A)  It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request; 
       

      
        
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    (B)  Each
      Investor by its acceptance of the Registrable Securities agrees to cooperate
      with the Company in connection with the preparation and filing of the
      Registration Statement hereunder, unless such Investor has notified the Company
      in writing of its election to exclude all of its Registrable Securities from
      the
      Registration Statement; and

     

    (C)  Each
      Investor agrees that, upon receipt of any notice from the Company of the
      occurrence of any event of the kind described in Section 3(E) or 3(F), it shall
      immediately discontinue its disposition of Registrable Securities pursuant
      to
      the Registration Statement covering such Registrable Securities until such
      Investor’s receipt of the copies of the supplemented or amended Prospectus
      contemplated by Section 3(E) and, if so directed by the Company, such Investor
      shall deliver to the Company (at the expense of the Company) or destroy (and
      deliver to the Company a certificate of destruction) all copies in such
      Investor’s possession, of the Prospectus covering such Registrable Securities
      current at the time of receipt of such notice.

     

    5.  Expenses
      of Registration

     

    All
      expenses, other than underwriting discounts and commissions, incurred in
      connection with registrations, filings or qualifications pursuant to Section
      3,
      but including, without limitation, all registration, listing, and qualifications
      fees, printing and engraving fees, accounting fees, and the fees and
      disbursements of counsel for the Company shall be borne by the
      Company.

     

    6.  Indemnification
      and Contribution

     

    (A)  Indemnification
      by the Company. The
      Company shall indemnify and hold harmless each Investor (each such person being
      sometimes hereinafter referred to as an “Indemnified
      Person”)
      from
      and against any losses, claims, damages or liabilities, joint or several, to
      which such Indemnified Person may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon an untrue statement of a
      material fact contained in any Registration Statement or an omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein, not misleading, or arise out of or
      are
      based upon an untrue statement of a material fact contained in any Prospectus
      or
      an omission or alleged omission to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein, in the light of
      the
      circumstances under which they were made, not misleading; and the Company hereby
      agrees to reimburse such Indemnified Person for all reasonable legal and other
      expenses incurred by them in connection with investigating or defending any
      such
      action or claim as and when such expenses are incurred; provided,
      however,
      that
      the Company shall not be liable to any such Indemnified Person in any such
      case
      to the extent that any such loss, claim, damage or liability arises out of
      or is
      based upon (i) an untrue statement or alleged untrue statement made in, or
      an
      omission or alleged omission from, such Registration Statement or Prospectus
      in
      reliance upon and in conformity with written information furnished to the
      Company by such Indemnified Person expressly for use therein or (ii) in the
      case
      of the occurrence of an event of the type specified in Section 3(E), the use
      by
      the Indemnified Person of an outdated or defective Prospectus after the Company
      has provided to such Indemnified Person an updated Prospectus correcting the
      untrue statement or alleged untrue statement or omission or alleged omission
      giving rise to such loss, claim, damage or liability. 
       

      
        
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    (B)  Notice
      of Claims, etc.
      Promptly
      after receipt by a party seeking indemnification pursuant to this Section 6
      (an “Indemnified
      Party”)
      of
      written notice of any investigation, claim, proceeding or other action in
      respect of which indemnification is being sought (each, a “Claim”),
      the
      Indemnified Party promptly shall notify the party against whom indemnification
      pursuant to this Section 6 is being sought (the “Indemnifying
      Party”)
      of the
      commencement thereof; but the omission to so notify the Indemnifying Party
      shall
      not relieve it from any liability that it otherwise may have to the Indemnified
      Party, except to the extent that the Indemnifying Party is materially prejudiced
      and forfeits substantive rights and defenses by reason of such failure. In
      connection with any Claim as to which both the Indemnifying Party and the
      Indemnified Party are parties, the Indemnifying Party shall be entitled to
      assume the defense thereof. Notwithstanding the assumption of the defense of
      any
      Claim by the Indemnifying Party, the Indemnified Party shall have the right
      to
      employ separate legal counsel and to participate in the defense of such Claim,
      and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
      and expenses of such separate legal counsel to the Indemnified Party if (and
      only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs
      and expenses, (y) the Indemnified Party and the Indemnifying Party shall
      reasonably have concluded that representation of the Indemnified Party by the
      Indemnifying Party by the same legal counsel would not be appropriate due to
      actual or, as reasonably determined by legal counsel to the Indemnified Party,
      potentially differing interests between such parties in the conduct of the
      defense of such Claim, or if there may be legal defenses available to the
      Indemnified Party that are in addition to or disparate from those available
      to
      the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ
      legal counsel reasonably satisfactory to the Indemnified Party within a
      reasonable period of time after notice of the commencement of such Claim. If
      the
      Indemnified Party employs separate legal counsel in circumstances other than
      as
      described in clauses (x), (y) or (z) above, the fees, costs and expenses of
      such
      legal counsel shall be borne exclusively by the Indemnified Party. Except as
      provided above, the Indemnifying Party shall not, in connection with any Claim
      in the same jurisdiction, be liable for the fees and expenses of more than
      one
      firm of counsel for the Indemnified Party (together with appropriate local
      counsel). The Indemnified Party shall not, without the prior written consent
      of
      the Indemnifying Party (which consent shall not unreasonably be withheld),
      settle or compromise any Claim or consent to the entry of any judgment that
      does
      not include an unconditional release of the Indemnifying Party from all
      liabilities with respect to such Claim or judgment.

     

    (C)  Contribution.
      If the
      indemnification provided for in this Section 6 is unavailable to or insufficient
      to hold harmless an Indemnified Person under subsection (A) above in respect
      of
      any losses, claims, damages or liabilities (or actions in respect thereof)
      referred to therein, then each Indemnifying Party shall contribute to the amount
      paid or payable by such Indemnified Party as a result of such losses, claims,
      damages or liabilities (or actions in respect thereof) in such proportion as
      is
      appropriate to reflect the relative fault of the Indemnifying Party and the
      Indemnified Party in connection with the statements or omissions which resulted
      in such losses, claims, damages or liabilities (or actions in respect thereof),
      as well as any other relevant equitable considerations. The relative fault
      of
      such Indemnifying Party and Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or omission or alleged omission to state a material fact relates
      to information supplied by such Indemnifying Party or by such Indemnified Party,
      and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The parties hereto
      agree that it would not be just and equitable if contribution pursuant to this
      Section 6(D) were determined by pro rata allocation (even if the Investors
      or
      any underwriters were treated as one entity for such purpose) or by any other
      method of allocation which does not take account of the equitable considerations
      referred to in this Section 6(D). The amount paid or payable by an Indemnified
      Party as a result of the losses, claims, damages or liabilities (or actions
      in
      respect thereof) referred to above shall be deemed to include any legal or
      other
      fees or expenses reasonably incurred by such Indemnified Party in connection
      with investigating or defending any such action or claim. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The obligations of the Investors
      and any underwriters in this Section 6(D) to contribute shall be several in
      proportion to the percentage of Registrable Securities registered or
      underwritten, as the case may be, by them and not joint. 
       

      
        
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    (D)  Notwithstanding
      any other provision of this Section 6, in no event shall any (i) Investor be
      required to undertake liability to any person under this Section 6 for any
      amounts in excess of the dollar amount of the proceeds to be received by such
      Investor from the sale of such Investor’s Registrable Securities (after
      deducting any fees, discounts and commissions applicable thereto) pursuant
      to
      any Registration Statement under which such Registrable Securities are to be
      registered under the Securities Act and (ii) underwriter be required to
      undertake liability to any Person hereunder for any amounts in excess of the
      aggregate discount, commission or other compensation payable to such underwriter
      with respect to the Registrable Securities underwritten by it and distributed
      pursuant to the Registration Statement.

     

    (E)  The
      obligations of the Company under this Section 6 shall be in addition to any
      liability which the Company may otherwise have to any Indemnified Person and
      the
      obligations of any Indemnified Person under this Section 6 shall be in addition
      to any liability which such Indemnified Person may otherwise have to the
      Company. The remedies provided in this Section 6 are not exclusive and shall
      not
      limit any rights or remedies which may otherwise be available to an indemnified
      party at law or in equity.

     

    7.  Rule
      144

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 under the
      Securities Act or any other similar rule or regulation of the Commission that
      may at any time permit the Investors to sell securities of the Company to the
      public without registration (“Rule
      144”),
      the
      Company agrees to use its best efforts to:

     

    (1)  comply
      with the provisions of paragraph (c) (1) of Rule 144 and

     

    (2)  file
      with
      the Commission in a timely manner all reports and other documents required
      to be
      filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act;
      and, if at any time it is not required to file such reports but in the past
      had
      been required to or did file such reports, it will, upon the request of any
      Investor, make available other information as required by, and so long as
      necessary to permit sales of, its Registrable Securities pursuant to
      Rule 144. 
       

      
        
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    8.  Assignment

     

    The
      rights to have the Company register Registrable Securities pursuant to this
      Agreement shall be automatically assigned by the Investors to any permitted
      transferee of all or any portion of such Registrable Securities (or all or
      any
      portion of the Debenture or Warrant of the Company which is convertible into
      such securities) only if (a) the Investor agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement is furnished
      to
      the Company within a reasonable time after such assignment, (b) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (i) the name and address of such transferee or assignee and
      (ii) the securities with respect to which such registration rights are being
      transferred or assigned, (c) immediately following such transfer or assignment,
      the securities so transferred or assigned to the transferee or assignee
      constitute Restricted Securities and (d) at or before the time the Company
      received the written notice contemplated by clause (b) of this sentence the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions contained herein.

     

    9.  Amendment
      and Waiver

     

    Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and Investors
      who
      hold a majority-in-interest of the Registrable Securities. Any amendment or
      waiver effected in accordance with this Section 9 shall be binding upon each
      Investor and the Company.

     

    10.  Changes
      in Common Stock

     

    If,
      and
      as often as, there are any changes in the Common Stock by way of stock split,
      stock dividend, reverse split, combination or reclassification, or through
      merger, consolidation, reorganization or recapitalization, or by any other
      means, appropriate adjustment shall be made in the provisions hereof, as may
      be
      required, so that the rights and privileges granted hereby shall continue with
      respect to the Common Stock as so changed.

     

    11.  Miscellaneous

     

    (A)  A
      person
      or entity shall be deemed to be a holder of Registrable Securities whenever
      such
      person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

     

    (B)  If,
      after
      the date hereof and prior to the Commission declaring the Registration Statement
      to be filed pursuant to Section 2(a) effective under the Securities Act, the
      Company grants to any Person any registration rights with respect to any Company
      securities which are more favorable to such other Person than those provided
      in
      this Agreement, then the Company forthwith shall grant (by means of an amendment
      to this Agreement or otherwise) identical registration rights to all Investors
      hereunder.

     

    (C)  Except
      as
      may be otherwise provided herein, any notice or other communication or delivery
      required or permitted hereunder shall be in writing and shall be delivered
      personally, or sent by telecopier machine or by a nationally recognized
      overnight courier service, and shall be deemed given when so delivered
      personally, or by telecopier machine or overnight courier service as follows:
      
       

      
        
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    (1) If
      to the
      Company, to:

    


    Infinium
      Labs, Inc.

    1191
      Second Avenue, 5th
      Floor

    Seattle,
      Washington 98101   

    Telephone: 206-393-3000

    Facsimile: 206-393-3031

    


    


    (2) If
      to the
      Investor, to:

    


    Golden
      Gate Investors, Inc.

    7817
      Herschel Avenue, Suite 200

    La
      Jolla,
      California 92037

    Telephone: 858-551-8789

    Facsimile: 858-551-8779


     

    (3) If
      to any
      other Investor, at such address as such Investor shall have provided in writing
      to the Company.

     

    The
      Company, the Holder or any Investor may change the foregoing address by notice
      given pursuant to this Section 11(C).

     

    (D)  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (E)  This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of California. Each of the parties consents to the jurisdiction of
      the
      federal courts whose districts encompass any part of the City of San Diego
      or
      the state courts of the State of California sitting in the City of San Diego
      in
      connection with any dispute arising under this Agreement and hereby waives,
      to
      the maximum extent permitted by law, any objection including any objection
      based
      on forum non conveniens, to the bringing of any such proceeding in such
      jurisdictions.

     

    (F)  Should
      any party hereto employ an attorney for the purpose of enforcing or construing
      this Agreement, or any judgment based on this Agreement, in any legal proceeding
      whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief
      or
      other litigation, the prevailing party shall be entitled to receive from the
      other party or parties thereto reimbursement for all reasonable attorneys'
      fees
      and all reasonable costs, including but not limited to service of process,
      filing fees, court and court reporter costs, investigative costs, expert witness
      fees, and the cost of any bonds, whether taxable or not, and that such
      reimbursement shall be included in any judgment or final order issued in that
      proceeding. The "prevailing party" means the party determined by the court
      to
      most nearly prevail and not necessarily the one in whose favor a judgment is
      rendered. 
       

      
        
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    (G)  The
      remedies provided in this Agreement are cumulative and not exclusive of any
      remedies provided by law. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the parties
      hereto shall use their best efforts to find and employ an alternative means
      to
      achieve the same or substantially the same result as that contemplated by such
      term, provision, covenant or restriction. It is hereby stipulated and declared
      to be the intention of the parties that they would have executed the remaining
      terms, provisions, covenants and restrictions without including any of such
      that
      may be hereafter declared invalid, illegal, void or unenforceable.

     

    (H)  The
      Company shall not enter into any agreement with respect to its securities that
      is inconsistent with the rights granted to the holders of Registrable Securities
      in this Agreement or otherwise conflicts with the provisions hereof. The Company
      is not currently a party to any agreement granting any registration rights
      with
      respect to any of its securities to any person which conflicts with the
      Company’s obligations hereunder or gives any other party the right to include
      any securities in any Registration Statement filed pursuant hereto, except
      for
      such rights and conflicts as have been irrevocably waived. Without limiting
      the
      generality of the foregoing, without the written consent of the holders of
      a
      majority in interest of the Registrable Securities, the Company shall not grant
      to any person the right to request it to register any of its securities under
      the Securities Act unless the rights so granted are subject in all respect
      to
      the prior rights of the holders of Registrable Securities set forth herein,
      and
      are not otherwise in conflict or inconsistent with the provisions of this
      Agreement. The restrictions on the Company’s rights to grant registration rights
      under this paragraph shall terminate on the date the Registration Statement
      to
      be filed pursuant to Section 2(A) is declared effective by the
      Commission.

     

    (I)  This
      Agreement, the Securities Purchase Agreement, the Debenture and the Conversion
      Warrants Agreement, of even date herewith among the Company and the Holder
      constitute the entire agreement among the parties hereto with respect to the
      subject matter hereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein. These Agreements
      supersede all prior agreements and undertakings among the parties hereto with
      respect to the subject matter hereof.

     

    (J)  Subject
      to the requirements of Section 8 hereof, this Agreement shall inure to the
      benefit of and be binding upon the successors and assigns of each of the parties
      hereto.

     

    (K)  All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

     

    (L)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning thereof.

     

    (M)  The
      Company acknowledges that any failure by the Company to perform its obligations
      under Section 3, or any delay in such performance, could result in direct
      damages to the Investors and the Company agrees that, in addition to any other
      liability the Company may have by reason of any such failure or delay, the
      Company shall be liable for all direct damages caused by such failure or delay.
      
       

      
        
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    (N)  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but both of which shall constitute one and the same agreement. A
      facsimile transmission of this signed Agreement shall be legal and binding
      on
      the parties hereto.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
      executed and delivered on the date first above written.

    
      	 	 	 
	 	Infinium
              Labs,
              Inc.
	 
 	 
 	 
 
	 	By:  	/s/
              Greg Koler
	 	Name: Greg Koler
	 	Title:
              Predient and CEO


    

     

    
      	 	 	 
	 	Golden
              Gate
              Investors, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
              Travis Huff
	 	Name: Travis Huff
	 	Title:
              Portfolio Manager


    

     

     

    
      
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