REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2007, by and among PACIFIC GOLD CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 26, 2007, by and between PACIFIC GOLD CORPORATION, a Nevada corporation with its principal place of business located at 157 Adelaide Street West, Suite 600, Toronto, Ontario, Canada M5H 4E7 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 26, 2007, by and among PACIFIC GOLD CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
LIMITED LOCK UP AGREEMENTLimited Lock Up Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New York
This AGREEMENT (the “Agreement”) is made as of the 26 day of February, 2007, by the signatories hereto (each a “Holder”), in connection with their respective ownership of shares of Pacific Gold Corporation, a Nevada corporation (the “Company”) and securities convertible into shares of the Company. Terms not otherwise defined herein are defined in the Securities Purchase Agreement among the Company and the Buyer named therein; dated as of February 26, 2007 (the “Securities Purchase Agreement”).
ASSIGNMENT AGREEMENTAssignment Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey
THIS ASSIGNMENT AGREEMENT (this "Agreement"), is made on February 26, 2007, among PALISADES MASTER FUND LP. (the “Assignor”), CORNELL CAPITAL PARTNERS, LP, (the “Assignee”), and PACIFIC GOLD CORPORATION (the “Company”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Warrant.
LOCK UP AGREEMENTLock Up Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores
The undersigned hereby agrees that for a period commencing on February 26, 2007 and expiring on the date thirty (30) days after the date that is the earlier of (i) the date that all amounts owed to Cornell Capital Partners, LP (the “Buyer”), under the Secured Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between Pacific Gold Corporation (the “Company”) and the Buyer dated February 26, 2007 have been paid or (ii) the date as of which all of the Secured Convertible Debentures have been converted in shares of Common Stock of the Company (the “Lock-up Period”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convert
