ContractWarrant Agreement • August 18th, 2008 • 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 JULY 31, 2008, 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 • August 18th, 2008 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 2361 Campus Drive, Suite 101, Irvine, California 92612 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
PACIFICAP ENTERTAINMENT HOLDINGS, INC. 12868 VIA LATINA DEL MAR, CALIFORNIA 92014Amendment of Notes • August 18th, 2008 • Pacificap Entertainment Holdings Inc • Cable & other pay television services
