REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2013 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2013, between Heavy Earth Resources, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 15th, 2013 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpine Opportunity Fund Limited or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 13, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heavy Earth Resources, Inc., a Florida corporation (the “Company”), up to two million (2,000,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2013 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2013, between Heavy Earth Resources, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 15th, 2013 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • New York
SUBSIDIARY GUARANTEE, dated as of February 13, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Heavy Earth Resources, Inc., a Florida corporation (the “Company”) and the Purchasers.
