ContractPacificap Entertainment Holdings Inc • June 19th, 2007 • 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 JUNE 12, 2007, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2007, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 12868 Via Latina, Del Mar, California 92014 (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”).
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”).
