REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
This Agreement is made pursuant to the Convertible Promissory Notes, dated as of the date hereof between the Company and the Purchasers (the “Notes”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • Florida
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • Florida
This Share Exchange Agreement (this “Agreement”), dated as of May 3, 2012, is by and among Heavy Earth Resources, Inc., a Florida corporation (the “Parent”), Deep Core Inc., a Cayman Islands exempt company (the “Company”), and the sole stockholder of the Company whose name is a signatory hereto (the “Stockholder”). Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
DEEP CORE INC. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
Deep Core Inc., a Cayman Islands exempt company (the “Company”), for value received, hereby promises to pay to ______________________, or its registered assigns (the “Holder”), the sum of ________ U.S. Dollars (US$___________) on the terms and conditions set forth in this Convertible Promissory Note (the “Note”). Payment for all amounts due hereunder shall be made by mail to the registered address of Holder. In connection with the issuance of the Note, the Company and the Holder will enter into a Registration Rights Agreement, which is attached hereto as Exhibit A (the “Registration Rights Agreement”). The Holder is aware that Company will be issuing additional convertible promissory notes substantially similar to this Note to other parties.
STOCK CANCELLATION AGREEMENTStock Cancellation Agreement • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • Florida
This Stock Cancellation Agreement (this “Agreement”) is made and entered into by and among Heavy Earth Resources, Inc., a Florida corporation (the “Company”), and David Y. Choi (the “Stockholder”), effective as of the date this Agreement is accepted by the Company in accordance with Section 3 hereof.
