EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2007 • Pacific Gold Corp • Gold and silver ores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October ___, 2007, among Pacific Gold Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PACIFIC GOLD CORP.Pacific Gold Corp • October 9th, 2007 • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cantera (Switzerland) SA (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 three year 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 450,000 shares (the “Warrant Shares”) of Common Stock, par value $.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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2007 • Pacific Gold Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October ___, 2007 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”).
Pacific Gold Corp. Suite 600 Toronto, Ontario M5H 4E7 CanadaPacific Gold Corp • October 9th, 2007 • Gold and silver ores
Pacific Gold Corp. (“Company”) negotiated the sale of securities to Crescent International Ltd (“Crescent”) on October 5, 2007, in payment of $300,000, which include an original issue discounted debenture in face amount of $450,000 (“Crescent Debenture”), convertible into common stock of the Company at the rate of $.18, subject to adjustment, and a warrant to purchase up to 450,000 shares of common stock of the Company (“Crescent Warrant”), at an exercise price is $.18, subject to adjustment (the Crescent Debenture, Crescent Warrant and related documentation referred to as the “Crescent Transaction”). As part of the Crescent Transaction, the Company will register the common stock, $.001 par value (“Common Stock”) into which the Crescent Debenture and Crescent Warrant may be exchanged. This will be disclosed in a Current Report on Form 8-K filed by the Company on the conclusion of the Crescent Transaction.
