REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2007, by and between RED ROCK PICTURES HOLDINGS, INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Investor”). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the “Standby Equity Distribution Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to Twenty Million Dollars ($20,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standby Equity Distribution Agreement. B. To induce the Invest
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 11th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
THIS AGREEMENT dated as of the ___ day of April 2007 (the “Agreement”) between CORNELL CAPITAL PARTNERS, L.P., a Cayman Island exempted limited partnership (the “Investor”), and RED ROCK PICTURES HOLDINGS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Twenty Million Dollars ($20,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D (“Regulation D”) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”), and or upon such other exemption from the registration requirements of the Securities Act as may be available with
RED ROCK PICTURES HOLDINGS, INC. PLACEMENT AGENT AGREEMENTAgent Agreement • April 11th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Red Rock Pictures Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the “Investor”) (the “Standby Equity Distribution Agreement”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the “Offering”) up to Twenty Million Dollars ($20,000,000) (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at price per share equal to the Purchase Price, as that term is defined in the Standby Eq
