REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2011 among Sagebrush Gold Ltd., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
THIS SECURITY AGREEMENT AND THE SECURITY INTERESTS CREATED HEREUNDER ARE SUBJECT TO A SUBORDINATION AGREEMENT (“SUBORDINATION AGREEMENT”) DATED ON OR ABOUT THE DATE HEREOF, BY AND AMONG PLATINUM LONG TERM GROWTH LLC (“PLATINUM’), LAKEWOOD GROUP LLC...Security Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This SECURITY AGREEMENT, dated as of September __, 2011 (this “Agreement”), is by and between GOLD ACQUISITION CORP., a Nevada corporation (the “Company”), and FROST GAMMA INVESTMENTS TRUST (together with its successors and assigns, the “Secured Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 29, 2011, by and between Sagebrush Gold Ltd., a Nevada corporation (the “Company”), and Frost Gamma Investments Trust (“Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
STOCK PLEDGE AGREEMENT Dated as of September __, 2011 By and Among SAGEBRUSH GOLD, LTD., GOLD ACQUISITION CORP. and FROST GAMMA INVESTMENTS TRUSTStock Pledge Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This STOCK PLEDGE AGREEMENT (this “Agreement”) dated as of September __, 2011, is entered into by and between SAGEBRUSH GOLD, LTD., a Nevada corporation with a business address of 1640 Terrace Way, Walnut Creek, California 85120 (the “Pledgor”) and FROST GAMMA INVESTMENTS TRUST (the “Secured Party”), and is consented and agreed to by Gold Acquisition Corp. (the “Holding Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2011, by and between Sagebrush Gold Ltd., a Nevada corporation (the “Company”), Gold Acquisition Corp., the Company’s wholly owned subsidiary (“GAC” and collectively with the Company, the “Borrower:”), and the lender whose name appears on the signature pages hereof (the “Lender”).
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF...Note Agreement • November 14th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS NOTE AND THE TRANSACTION DOCUMENTS (AS DEFINED BELOW) ARE SUBJECT TO A SUBORDINATION AGREEMENT, DATED ON OR ABOUT THE DATE HEREOF, BY AND AMONG PLATINUM LONG TERM GROWTH LLC, LAKEWOOD GROUP LLC, THE MAKERS AND THE HOLDER.
