FORM OF AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JULY 2009Pacificnet Inc • September 5th, 2008 • Communications equipment, nec • New York
THIS AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of PacificNet Inc., a Delaware corporation, having its principal place of business at 23/F, Tower A, Timecourt, No.6 Shuguang Xili, Chaoyang District, Beijing, China 100028 (the “Company”), designated as its Amended and Restated Variable Rate Secured Convertible Debenture, due July 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
FORM OF SECOND AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JULY 2009Pacificnet Inc • September 5th, 2008 • Communications equipment, nec • New York
THIS SECOND AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of PacificNet Inc., a Delaware corporation, having its principal place of business at 23/F, Tower A, Timecourt, No.6 Shuguang Xili, Chaoyang District, Beijing, China 100028 (the “Company”), designated as its Second Amended and Restated Variable Rate Secured Convertible Debenture, due July 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
ContractPacificnet Inc • September 5th, 2008 • Communications equipment, nec
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER STATE LAWS.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • September 5th, 2008 • Pacificnet Inc • Communications equipment, nec • New York
This Settlement and Release Agreement (this “Agreement”), is made and entered into as of August 29, 2008, by and among PacificNet Inc., a Delaware corporation (the “Company”), and each of Iroquois Master Fund, Ltd., C.E. Unterberg, Towbin Capital Partners I (n/k/a Collins Stewart), Alpha Capital AG, Whalehaven Capital Fund Ltd., DKR Soundshore Oasis Holding Fund, Ltd., Basso Fund Ltd., Basso Multi-Strategy Holding Fund Ltd., and Basso Private Opportunities Holding Fund Ltd. (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms as set forth in the Second Amended and Restated Variable Rate Secured Convertible Debenture due July 2009, in the form attached hereto as Annex A, issued to each of the Holders on the date hereof (each, a “Second Amended Debenture” and, collectively, the “Second Amended Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 5th, 2008 • Pacificnet Inc • Communications equipment, nec • New York
SECURITY AGREEMENT, dated as of August 29, 2008, between PacificNet Inc., a Delaware corporation (the “Debtor”), and Iroquois Master Fund, Ltd., individually and as agent (the “Agent”) for the holders (the “Holders”) of the Second Amended and Restated Variable Rate Secured Convertible Debentures due July 2009 and the Amended and Restated Variable Rate Secured Convertible Debentures due July 2009 issued by the Debtor (collectively, the “Debentures”).
