Pacific Alliance Corp /Ut/ Sample Contracts

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WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PACIFIC ALLIANCE CORPORATION EXERCISABLE ON OR BEFORE, AND VOID AFTER
Pacific Alliance Corp /Ut/ • June 30th, 2009 • Services-motion picture & video tape distribution

This Certifies That Sycamore ventures, LLC, SERIES 1 a Utah limited liability company (the “Holder”), or registered assigns, is entitled to subscribe for and purchase from PACIFIC ALLIANCE CORPORATION, a Delaware corporation (the “Company”), at any time permitted hereunder after July 1, 2009, and through June 30, 2014 (subject to the terms and provisions of this Warrant), up to 500,000 shares of the Company’s common stock at an exercise price of $0.05 per share, subject to adjustment as provided herein (as adjusted, the “Purchase Price”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger Agreement and Plan of Merger • June 21st, 2010 • Pacific Alliance Corp • Services-motion picture & video tape distribution • Utah

AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of October 1, 2009 by and among PACIFIC ALLIANCE CORPORATION, a Delaware corporation (“Pacific”), SL MERGER CORPORATION, a Utah corporation (“Merger Sub”), STAR LEASING, INC., a North Carolina corporation (the “Company”) and RANDALL MENSCER, the sole shareholder of the Company (“Sole Shareholder”)

EXCHANGE AGREEMENT by and among Superior Filtration Products, LLC, a Florida limited liability company, and the Members of Superior Filtration Products, LLC, on the one hand; and Pacific Alliance Corporation, a Delaware corporation, on the other hand
Exchange Agreement • June 30th, 2009 • Pacific Alliance Corp /Ut/ • Services-motion picture & video tape distribution • Utah

This Exchange Agreement (the “Agreement”) is made and entered into effective this 26th day of June, 2009 by and among Superior Filtration Products, LLC, a Florida limited liability company (“Superior”), and the Members of Superior listed on the signature page hereof (“Signature Page”) (each, a “Superior Member,” collectively, the “Superior Members”), on the one hand; and Pacific Alliance Corporation, a Delaware corporation (“Pacific”), on the other hand.

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