Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 12268 Via Latina,...Registration Rights Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.10 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective...Security Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 10.1 Assets Acquisition Term Sheet Pacificap Entertainment Holdings, Inc. Battleship VFX, Inc. The purpose of this letter is to serve as a Term Sheet (the "Term Sheet"), by and between Battleship VFX, Inc., a Delaware Corporation ("Battleship"...Pacificap Entertainment Holdings Inc • December 28th, 2004 • Cable & other pay television services
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective...Security Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.9 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Navada corporation, with headquarters located at 12268 Via Latina, Del Mar,...Securities Purchase Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.1 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 JUNE 10,...Securities Purchase Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
RECITALSIndemnity Agreement • May 11th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • Nevada
EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 12868 Via Latina, Del...Registration Rights Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
EXHIBIT 4.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of June 8, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), and the secured...Intellectual Property Security Agreement • July 8th, 2004 • 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 AUGUST 30, 2007,...Pacificap Entertainment Holdings Inc • September 6th, 2007 • Cable & other pay television services • New York
THIS CERTIFIES THAT, for value received, NEW MILLENNIUM CAPITAL PARTNERS II, LLC or its registered assigns, is entitled to purchase from Pacificap Entertainment Holdings, Inc., a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 88,000 fully paid and nonassessable shares of the Company’s Common Stock, $.001 par value per share (the “Common Stock”), at an exercise price per share equal to $.005 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated August 30, 2007, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”), including any additional warrants issua
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of September 18, 2003 and to be made effective immediately upon the Closing of the Exchange Agreement between Cavalcade of Sports Media, Inc. and Pacificap...Employment Agreement • May 11th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2007, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation with its headquarters located at 2361 Campus Drive, Suite 101, Irvine, California 92612 (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”).
EXHIBIT 4.3 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 JUNE 10,...Securities Purchase Agreement • July 8th, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 4.13 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of December 17, 2004, among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), Edward Litwak (the "Pledgor"), and the...Guaranty and Pledge Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
LICENSE AGREEMENT COMMENCEMENT DATE: June 16, 2001 LICENSEE: Ed Litwak, Cavalcade of Sports ADDRESS: 12858 Via Latina Del Mar, California 90214 858/481-2207 or 212/279-7100 PROGRAM: Telesports Digest Program NUMBER OF EPISODE PROGRAM: 500 LICENSED...License Agreement • June 19th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • New York
ContractSecurities Purchase 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 • June 19th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 11, 2007, 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”).
EXCHANGE AGREEMENT BETWEEN CAVALCADE OF SPORTS MEDIA, INC. and PACIFICAP ENTERTAINMENT HOLDINGS, INC. DATED: SEPTEMBER 18, 2003Exchange Agreement • September 24th, 2003 • Cavalcade of Sports Media Inc • Cable & other pay television services • Nevada
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation, with headquarters located at 12268 Via Latina, Del...Securities Purchase Agreement • December 23rd, 2004 • 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 AUGUST 30, 2007,...Exercise Agreement • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
THIS CERTIFIES THAT, for value received, AJW PARTNERS, LLC or its registered assigns, is entitled to purchase from Pacificap Entertainment Holdings, Inc., a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 704,000 fully paid and nonassessable shares of the Company’s Common Stock, $.001 par value per share (the “Common Stock”), at an exercise price per share equal to $.005 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated August 30, 2007, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”), including any additional warrants issuable pursuant to Secti
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.
Exhibit 4.22 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 JUNE 8,...Securities Purchase Agreement • April 20th, 2005 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
Exhibit 10.1 [Letterhead] Via e-mail May 9, 2005 Pacificap Entertainment Holdings, Inc. Gentlemen, Per discussions with Pacificap Entertainment Holdings, Inc. ("Pacificap") principals today, Brenda will consider and agree to modification of the...Pacificap Entertainment Holdings Inc • May 24th, 2005 • Cable & other pay television services
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2007, 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”).
RECITALSIndemnity Agreement • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services • Delaware
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”).
CAVALCADE OF SPORTS MEDIA, INC. 12268 VIA LATINA DEL MAR, CA 92914Cavalcade of Sports Media Inc • June 4th, 2002 • Cable & other pay television services
PREAMBLELicense Agreement • March 20th, 2001 • Cavalcade of Sports Media 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 AUGUST 30, 2007,...Stock Purchase Warrant • September 6th, 2007 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
THIS CERTIFIES THAT, for value received, AJW MASTER FUND, LTD. or its registered assigns, is entitled to purchase from Pacificap Entertainment Holdings, Inc., a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 7,208,000 fully paid and nonassessable shares of the Company’s Common Stock, $.001 par value per share (the “Common Stock”), at an exercise price per share equal to $.005 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated August 30, 2007, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”), including any additional warrants issuable pursuant to
ANDCavalcade of Sports Media Inc • March 20th, 2001 • Cable & other pay television services
Exhibit 4.12 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of December 17, 2004, by and among Pacificap Entertainment Holdings, Inc., a Nevada corporation (the "Company"), and the secured...Intellectual Property Security Agreement • December 23rd, 2004 • Pacificap Entertainment Holdings Inc • Cable & other pay television services • New York
ASSIGNMENT OF LICENSE THIS ASSIGNMENT made this 10th day of March 1998, by and between Gemma Global, Inc. and ("Assignor"), and Global International, Inc. ("Assignee"): WITNESSETH, that for valuable consideration in hand paid by the Assignee to the...Assignment of License • March 20th, 2001 • Cavalcade of Sports Media Inc • Cable & other pay television services
THIS ASSIGNMENT made this 10th day of March 1998, by and between Gemma Global, Inc. and ("Assignor"), and Global International, Inc. ("Assignee"):
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”).
STATE OF NEVADACavalcade of Sports Media Inc • December 13th, 2000
