REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2016, between Discovery Energy Corp., a Nevada corporation (the “Company”), DEC Funding LLC, a Texas limited liability corporation (“Original Purchaser”) and each of the several other purchasers from time to time who become a party to the Purchase Agreement (defined below).
SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 27, 2021Discovery Energy Corp. • June 2nd, 2016 • Oil & gas field exploration services • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of Discovery Energy Corp., a Nevada corporation, (the “Company”), having its principal place of business at One Riverway Drive, Suite 1700, Houston, Texas 77056, designated as its Senior Secured Convertible Debentures due May 27, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
DeedSecurities Purchase Agreement • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services • Victoria
SECURITY AGREEMENTSecurity Agreement • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services • New York
This SECURITY AGREEMENT, dated as of May 27, 2016 (this “Agreement”), is among Discovery Energy Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of Company (such subsidiaries, the “Guarantors” and together with Company, the “Debtors”) and Agent (as defined in Section 18 below), for the benefit of the holders of Company’s Senior Secured Convertible Debentures due May 27, 2021 following their issuance, in the original aggregate principal amount of $3,500,000 (as increased from time to time pursuant to the terms of the Transaction Documents) (collectively, as amended and in effect from time to time, the “Debentures”), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2016, between DISCOVERY ENERGY CORP., a Nevada corporation (the “Company”), DEC FUNDING LLC, a Texas limited liability company (“Original Purchaser”) and each other purchaser from time to time signatory hereto (together with Original Purchaser, each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT DISCOVERY ENERGY CORP.Notice of Exercise • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, DEC Funding LLC, a Texas limited liability company, 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 “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Discovery Energy Corp., a Nevada corporation (the “Company”), up to 13,125,000 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).
Specific Security Agreement (Shares)Securities Purchase Agreement • June 2nd, 2016 • Discovery Energy Corp. • Oil & gas field exploration services • Victoria
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