SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2018 • U.S. Rare Earth Minerals, Inc. • Wholesale-farm product raw materials • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2018, by and between U.S. RARE EARTH MINERALS, INC., a Nevada corporation, with headquarters located at 233 Needham Street, Suite 300, Newton, MA 02464 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2018 • U.S. Rare Earth Minerals, Inc. • Wholesale-farm product raw materials • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2018, by and between U.S. RARE EARTH MINERALS, INC., a Nevada corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 30th, 2018 • U.S. Rare Earth Minerals, Inc. • Wholesale-farm product raw materials • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $250,000.00 senior secured convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from U.S. Rare Earth Minerals, Inc., a Nevada corporation (the “Company”), up to 208,333 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 24, 2018, by a
SECURITY AGREEMENTSecurity Agreement • October 30th, 2018 • U.S. Rare Earth Minerals, Inc. • Wholesale-farm product raw materials • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of October 24, 2018, by and between U.S. Rare Earth Minerals, Inc., a Nevada corporation (the “Borrower”), and Auctus Fund, LLC, a Delaware limited liability company (the “Secured Party” or “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”).
