0001144204-06-009146 Sample Contracts

ETERNAL ENERGY CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCK
Eternal Energy Corp. • March 8th, 2006 • Metal mining • Nevada

THIS CERTIFIES THAT, for value received, _______________, a _______________ (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Eternal Energy Corp., a Nevada corporation, with its principal office located at 2120 West Littleton Blvd., Suite 300, Littleton, Colorado 80120 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of _________ ___, 2006 by and between the Company and the Investor.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2006 • Eternal Energy Corp. • Metal mining • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the _____ day of __________, 2006, by and among Eternal Energy Corp. (formerly known as Golden Hope Resources Corp.), a Nevada corporation (the “Company”), and the individuals and entities who have executed this Agreement and are identified on the signature page hereto (each, a “Holder,” and collectively, the “Holders”).

ETERNAL ENERGY CORP. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2006 • Eternal Energy Corp. • Metal mining • Nevada

The undersigned hereby subscribes to purchase the securities (the “Securities”) of Eternal Energy Corp., a Nevada corporation (the “Company”), consisting of ________ shares (the “Shares”) of the Company’s Common Stock and a warrant, in the form attached hereto as Exhibit A (the “Warrant”), to purchase up to ________ shares of the Company’s Common Stock, in accordance with the following paragraphs. This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any cause or for no cause. Any questions regarding this document or the investment described herein should be directed to Randolf W. Katz, Bryan Cave LLP, 2020 Main Street, Suite 600, Irvine, California 92614, (949) 223-7103.

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