SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2006 • Pacificnet Inc • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2006 among Pacificnet, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
VARIABLE RATE CONVERTIBLE DEBENTURE DUE MARCH 2009Convertible Security Agreement • March 6th, 2006 • Pacificnet Inc • Communications equipment, nec • New York
THIS VARIABLE RATE CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of PacificNet, Inc., a Delaware corporation, having its principal place of business at 601 New Bright Building, 11 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong (the “Company”), designated as its Variable Rate Convertible Debenture, due March 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of PACIFICNET, INC.Security Agreement • March 6th, 2006 • Pacificnet Inc • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacificnet, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
