EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 10,...Warrant Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 12268 Via Latina,...Registration Rights Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.10 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective...Security Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
This Indemnity Agreement ("Agreement") is made as of September 19, 2000, by and between Cavalcade of Sports Media, Inc., a Nevada corporation ("Company"), and Edwin Rue ("Indemnitee"), a director and/or officer or key executive, employee or consultant...Indemnification Agreement • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • Delaware
EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 12868 Via Latina, Del...Registration Rights Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective...Security Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.9 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Navada corporation, with headquarters located at 12268 Via Latina, Del Mar,...Securities Purchase Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 10.1 [Letterhead] Via e-mail May 9, 2005 Pacificap Entertainment Holdings, Inc. Gentlemen, Per discussions with Pacificap Entertainment Holdings, Inc. ("Pacificap") principals today, Brenda will consider and agree to modification of the...Modification Agreement • May 24th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
ContractWarrant Agreement • August 18th, 2008 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 31, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
CAVALCADE OF SPORTS MEDIA, INC. 12268 VIA LATINA DEL MAR, CA 92914Letter of Intent • June 4th, 2002 • Cavalcade of Sports Media Inc • Cable & other pay television services
EXHIBIT 4.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), and the secured...Intellectual Property Security Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of September 18, 2003 and to be made effective immediately upon the Closing of the Exchange Agreement between Cavalcade of Sports Media, Inc. and Pacificap...Employment Agreement • May 11th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • Nevada
This Indemnity Agreement ("Agreement") is made as of September 19, 2000, by and between Cavalcade of Sports Media, Inc., a Nevada corporation ("Company"), and Don Parsons ("Indemnitee"), a director and/or officer or key executive, employee or...Indemnification & Liability • December 13th, 2000 • Cavalcade of Sports Media Inc • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2007, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 2361 Campus Drive, Suite 101, Irvine, California 92612 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
FIRST AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
FIRST AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of June 1, 2005, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
CONSULTING AGREEMENT AND COMPENSATION AGREEMENTConsulting Agreement • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • New York
Exhibit 4.13 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of December 17, 2004, among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), Edward Litwak (the "Pledgor"), and the...Guaranty and Pledge Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
RECITALSIndemnity Agreement • May 11th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 11, 2007, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 12268 Via Latina, Del Mar, California 92914 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
LICENSE AGREEMENT COMMENCEMENT DATE: June 16, 2001 LICENSEE: Ed Litwak, Cavalcade of Sports ADDRESS: 12858 Via Latina Del Mar, California 90214 858/481-2207 or 212/279-7100 PROGRAM: Telesports Digest Program NUMBER OF EPISODE PROGRAM: 500 LICENSED...License Agreement • June 19th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • New York
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 12268 Via Latina, Del...Securities Purchase Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
ContractStock Purchase Warrant • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 2004, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2007, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 2361 Campus Drive, Suite 101, Irvine, California 92612 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
Exhibit 4.27 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Warrant Agreement • April 20th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
ANDReorganization Agreement • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services
Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Warrant Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2008 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 2361 Campus Drive, Suite 101, Irvine, California 92612 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EXCHANGE AGREEMENT BETWEEN CAVALCADE OF SPORTS MEDIA, INC. and PACIFICAP ENTERTAINMENT HOLDINGS, INC. DATED: SEPTEMBER 18, 2003Exchange Agreement • September 24th, 2003 • Cavalcade of Sports Media Inc • Cable & other pay television services • Nevada
PREAMBLELicense Agreement • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • New York
Exhibit 4.22 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 8,...Warrant Agreement • April 20th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.30 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Warrant Agreement • April 20th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.12 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), and the secured...Intellectual Property Security Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.21 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 8,...Warrant Agreement • April 20th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 10.18 PLAN AND AGREEMENT OF MERGER ----------------------------Merger Agreement • July 29th, 2002 • Cavalcade of Sports Media Inc • Cable & other pay television services • Delaware
PACIFICAP ENTERTAINMENT HOLDINGS, INC. 12268 Via Latina Del Mar, CA 92914Amendment of Notes • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
This letter sets forth the agreement of the parties hereto to amend the conversion price of all outstanding notes, which are convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), originally issued by the Company to the investors listed in the signature pages hereto dated June 10, 2004, July 13, 2004, July 20, 2004, December 17, 2004, June 1, 2005, July 1, 2005, August 1, 2005, September 1, 2005 and September 19, 2005 (collectively, the “Investors”) (individually, the “Note”).
