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Exhibit 10.8
LIMITED LOCK UP AGREEMENT
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
").
NOW THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which consideration are hereby
acknowledged, Holder agrees as follows:
1.
General.
(a)
Holder is a the beneficial owner of the amount of shares of the
Common Stock, $0.001 par value, of the Company (" Common
Stock ") and rights to purchase or acquire Common Stock as
designated on the signature page hereto (collectively, the "
Shares ").
(b)
Holder acknowledges that the Company have entered into or will
enter into an agreement with each Buyer for the sale to the Buyer
of convertible debentures and warrants convertible into shares of
Common Stock (the " Offering "). Holder understands
that, as a condition to Closing, the Buyer has required, and the
Company has agreed to obtain, an agreement from the Holder to
refrain from selling any securities of the Company in accordance
with the terms and conditions set forth herein.
2.
Share Restriction .
(a)
Holder hereby agrees that during the period commencing on the
date hereof and ending on the 28th calendar day (close of business)
after the date hereof, the Holder will not offer, sell, contract to
sell, sell any option or contract to purchase, purchase any option
or contract to sell, sell short, grant any option, right or warrant
to purchase, lend or otherwise transfer or dispose of any Shares or
enter into any swap or other arrangement that transfers any
economic consequences of ownership of Shares.
(b)
Holder hereby agrees that during the period commencing on the
29th calendar day after the date hereof and ending on the earlier
of (i) the date that the first registration statement is effective
for the sale of any of the shares issued or issueable pursuant to
the terms of the Offering, or (ii) the 24 month anniversary of the
date hereof (the " Restriction Period "), the Holder will
not offer, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, sell short,
grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of any Shares or
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