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”).
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 WARRANT HEAVY EARTH RESOURCES, INC.Common Stock Purchase Warrant • December 12th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 December __, 2012 (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 ___________________________ (_____________) 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).
COMMON STOCK PURCHASE WARRANTHeavy Earth Resources, Inc. • February 15th, 2013 • 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).
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.
COMMON STOCK PURCHASE WARRANT HEAVY EARTH RESOURCES, INC.Heavy Earth Resources, Inc. • June 18th, 2012 • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ 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 the date hereof (the “Issue Date”) and on or prior to the close of business on __________, 2017 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heavy Earth Resources, Inc., a Florida corporation (the “Company”), up to _________________________ (_____________) 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2012, among Heavy Earth Resources, Inc., a Florida corporation (the “Company”), and the parties signatory hereto (each such party, a “Purchaser” and collectively the “Purchasers”).
AGREEMENTAgreement • May 12th, 2008 • Swinging Pig Productions Inc • Services-motion picture & video tape production
This Agreement (the "Agreement") is made as of the 1st day of July, 2004, by and between Harlem Films, Inc" a Florida Corporation {"Harlem Films") and Swinging Pig Productions. Inc., a Florida Corporation, together with its wholly owned subsidiary Chronicles of a Skater Girl. LLC., a Limited Liability Florida Corporation ("Company").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 17th, 2011 • Swinging Pig Productions Inc • Services-motion picture & video tape production • Florida
THE STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into on this ____ day of May 2011, by and between Daniel Mirman (“Seller”) and David Choi (“Purchaser”).
ACTOR AGREEMENT (Low-Budget, Non-union Day Player)Actor Agreement • May 12th, 2008 • Swinging Pig Productions Inc • Services-motion picture & video tape production
THIS AGREEMENT is made and entered into as of the _________, by and between Chronicles of a Skater Girl, LLC, a limited liability corporation, (hereinafter "Producer"), and _______________ (hereinafter "Player").
SHARE TRANSFER AGREEMENTShare Transfer Agreement • June 17th, 2011 • Swinging Pig Productions Inc • Services-motion picture & video tape production
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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • May 4th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • Florida
DEEP CORE INC. CONVERTIBLE PROMISSORY NOTEHeavy Earth Resources, Inc. • May 4th, 2012 • 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 18th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production • Florida
WITHDRAW AND TRANSFER AGREEMENTWithdraw and Transfer Agreement • May 17th, 2012 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
THIS WITHDRAW AND TRANSFER AGREEMENT (hereinafter, the “Agreement”) is made and entered into effective this fourteenth [14]th day of May, 2012 by and between: (i) SK Innovation Co. Ltd., a company existing and organized under the laws of the Republic of Korea, with a Colombian branch incorporated by means of Public Deed of 2351, dated October 9, 2008, granted in Public Notary No. 16 of the Circuit of Bogotá, represented herein by BO SEONG SEO, of legal age, domiciled in Bogota, with Foreign Citizen Number 366830 acting in his capacity as Legal Representative (hereinafter, “SK”); (ii) Petroamerica International Corp. (previously referred to as Imore, S.A.), a company existing and organized under the laws of the Republic of Panama, (continued from Panama to Barbados) with a Colombian branch incorporated by means of Public Deed 4368 of October, 20, 2009, granted in Public Notary No. 17 of the Circuit of Bogotá, represented herein by Nelson Navarrete Hernandez, of legal age, domiciled in B
DEBT CANCELLATION AGREEMENTDebt Cancellation Agreement • May 18th, 2011 • Swinging Pig Productions Inc • Services-motion picture & video tape production • Florida
This Debt Cancellation Agreement (this “Agreement”) is made and entered into by and among Swinging Pig Productions, Inc., a Florida corporation (the “Company”), Chronicles of a Skater Girl, LLC, a wholly owned subsidiary of the Company (the “Sub”) and Harlem Films, Inc., an affiliate of the Company (“Harlem Films”) and Daniel Mirman (“Mirman”), effective as of the date this Agreement is accepted by the Company in accordance with Section 2 hereof.
Black Energy Oil & Gas Corp. (As “Purchaser”) AND Heavy Earth Resources Inc. (As “Seller”) Share Purchase Agreement Dated August 28, 2013Share Purchase Agreement • August 29th, 2013 • Heavy Earth Resources, Inc. • Services-motion picture & video tape production
Heavy Earth Resources Inc. a company incorporated under the laws of the State of Florida, in the United States of America ( “Seller,” and with Purchaser each a “Party” and collectively the “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.
