REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2005, 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”).
ContractSecurities Purchase Agreement • 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 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 17, 2004, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 23, 2006, 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”).
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 SEPTEMBER 19, 2005, 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.
FIRST AMENDED AND RESTATED SECURITY AGREEMENTFirst Amended and Restated Security 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”).
PACIFICAP ENTERTAINMENT HOLDINGS, INC. 12268 Via Latina Del Mar, CA 92914Pacificap Entertainment Holdings Inc • January 31st, 2006 • 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”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
This Amendment No. 2 to Securities Purchase Agreement, dated as of July 1, 2005, shall serve to amend the Securities Purchase Agreement, dated as of December 17, 2004, (as amended, the “Agreement”), by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with its headquarters located at 12268 Via Latina, Del Mar, California 92914, and each of the Buyers set forth in the Agreement.
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
This Amendment No. 4 to Securities Purchase Agreement, dated as of September 1, 2005, shall serve to amend the Securities Purchase Agreement, dated as of December 17, 2004, (as amended, the “Agreement”), by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with its headquarters located at 12268 Via Latina, Del Mar, California 92914, and each of the Buyers set forth in the Agreement.
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
This Amendment No. 3 to Securities Purchase Agreement, dated as of August 1, 2005, shall serve to amend the Securities Purchase Agreement, dated as of December 17, 2004, (as amended, the “Agreement”), by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with its headquarters located at 12268 Via Latina, Del Mar, California 92914, and each of the Buyers set forth in the Agreement.
ASSET PURCHASE AGREEMENT by and between COLLECTIBLE CONCEPTS, INC. as the Buyer and PACIFICAP ENTERTAINMENT HOLDINGS, INC. as the Seller Dated on December 21, 2005 (effective date, January 20, 2006)Asset Purchase Agreement • January 31st, 2006 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
ASSET PURCHASE AGREEMENT dated as of December 21, 2005 (this "Agreement") by and among COLLECTIBLE CONCEPTS GROUP, INC. , Delaware corporation (“CCGI” or the "Buyer") and PACIFICAP ENTERTAINMENT HOLDINGS, INC., a Delaware corporation ("Seller") (CCGI, Buyer and the Seller are each hereinafter individually referred to as a "Party" and collectively as the "Parties").
