SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2005 among Pacific Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of PACIFIC GOLD CORP.Securities Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores
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 third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacific Gold Corp., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 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).
ORGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE DECEMBER 13, 2007Securities Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores
THIS DEBENTURE is one of a series of duly authorized and issued Original Issue Discount Convertible Debentures of Pacific Gold Corp., a Nevada corporation, having a principal place of business at 157 Adelaide Street West, Ste 600, Toronto, Ontario M5H 4E7 (the “Company”), designated as its Original Issue Discount Convertible Debenture, due December 13, 2007 (the “Debentures”).
First Debenture Modification AgreementDebenture Modification Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores
This modification agreement is dated as of December 13, 2005, and made by and among Pacific Gold, Corp. (“Company”), Crescent International Ltd. (“Crescent”) and Palisades Master Fund LP (“Palisades”).
