WITNESSETH:Asset Purchase Agreement • September 2nd, 2010 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Florida
Loan made to: PLATEAU RESOURCES (PTY) LTTD, a South African CorporationLoan Agreement • June 23rd, 1998 • Pinnacle Resources Inc • Finance services
PINNACLE RESOURCES, INC. OFFICERS AND DIRECTORS 7345 E. PEAKVIEW AVE. GLEN "TRIG" GAMBLE, PRES. ENGLEWOOD, COLORADO 80111 R.A. HILDEBRAND, DIRECTOR (303) 771-8100 TELE TERRY K. JENSEN, DIRECTOR (303) 771-1993 FAX
1. Definitions and Interpretation 3 2. Introduction 8 3. Settlement 8 4. Authority 10 5. Confidentiality 11 6. Mediation and arbitration 11 7. Breach 14 8. Miscellaneous matters 14Joint Venture Agreement • June 17th, 2009 • Pinnacle Resources Inc • Miscellaneous metal ores
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 19th, 2012 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Virginia
THIS SHARE PURCHASE AGREEMENT (hereinafter, “SPA”) is entered into as of the 19th day of July, 2012, by and among Iron Eagle Group, Inc., a Delaware corporation (hereinafter, “Iron Eagle”), York River Electric Group, LLC, a Delaware limited liability company and wholly owned subsidiary of Iron Eagle (hereinafter, “YREG”), York River Electric Inc., a Virginia domestic corporation, SCC ID. No.: 02841187 (hereinafter, “York River” or the “Company”), Cathy McQuade, a Virginia resident, and Mark Bryan, a Virginia resident. Iron Eagle and YREG are sometimes hereinafter collectively referred to as the “Buyer”). Cathy McQuade and Mark Bryan are hereinafter sometimes collectively referred to as the “Seller”. Seller collectively owns one hundred (100%) percent of the issued and outstanding shares of all classes of stock in the Company (hereinafter, the “Shares”). Seller and Buyer are sometimes hereinafter collectively referred to as the “Parties”.
This Note has not been registered under the Securities Act of 1933 (the "Securities Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in...Promissory Note • March 28th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores
This Note has not been registered under the Securities Act of 1933 (the "Securities Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note.
SEVERANCE AGREEMENTSeverance Agreement • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores • Nevada
This Severance Agreement dated December 30, 2009, by and between Pinnacle Resources, Inc., a Wyoming company (the "Company") and Robert Hildebrand (the "Executive").
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of May 3rd, 2010 by and between Eric J. Hoffman, a resident of Florida (the "Employee") and Iron Eagle Group, Inc. a Delaware corporation ("Iron Eagle" or the "Company"). Jointly...Employment Agreement • July 2nd, 2010 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
EMPLOYMENT AGREEMENT FOR JASON M. SHAPIRO THIS EMPLOYMENT AGREEMENT (this "Agreement"), made as of this 1st day of April, 2011, between Iron Eagle Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and Jason...Employment Agreement • July 20th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
ContractPromissory Note • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores
This Note has not been registered under the Securities Act of 1933 (the "Securities Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note.
Exhibit 1.1 IRON EAGLE GROUP, INC. (formerly known as Pinnacle Resources, Inc.) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT August 5, 2011 Aegis Capital Corporation 810 Seventh Avenue, 11th Floor New York, NY 10019 Ladies and Gentlemen:...Underwriting Agreement • September 6th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
AMENDMENT TO UNSECURED PROMISSORY NOTE DUE NOVEMBER 10, 2009 WHEREAS, the parties to that certain Unsecured Promissory Note, dated November 10, 2008 (the "Note"), in the initial Principal Amount of $150,000.00 are The Saint James Company, a North...Unsecured Promissory Note • June 26th, 2009 • Pinnacle Resources Inc • Miscellaneous metal ores
RIYADH MINERAL PROPERTY ASSIGNMENT AMONG OROVI (GHANA) LIMITED AND PINNACLE RESOURCES INC AND GOLDEN STAR (BOGOSO/PRESTEA) LIMITED AND GOLDEN STAR RESOURCES LTD. THIS DEED OF ASSIGNMENT is made the 20th day of April, 2007. AMONG OROVI (GHANA) LIMITED,...Mineral Property Assignment • November 9th, 2007 • Pinnacle Resources Inc • Miscellaneous metal ores
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores • Nevada
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into effective December __, 2009, by and among PINNACLE RESOURCES, INC. a Wyoming corporation ("Pinnacle"), IRON EAGLE GROUP, a Nevada corporation ("Iron Eagle"), and the shareholders of Iron Eagle listed on the signature page and Schedule A hereto, constituting all of the shareholders of Iron Eagle (collectively, the "Shareholders").
ALLIANCE ADVISORS, LLC INVESTOR RELATIONS CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made this 1st day of March 2011, by and between Iron Eagle Group, Inc., (OTC: IEAG), a Delaware Corporation (hereinafter referred to as the "Company" or...Investor Relations Consulting Agreement • March 28th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of November 5th, 2009 by and between Jason M. Shapiro, a resident of New York (the “Employee”), Iron Eagle Group a corporation organized and existing under the laws of the State of Nevada, (“Iron Eagle” or the “Company”) and Belle Haven Partners, LLC, a limited liability company organized and existing under the laws of the State of Nevada (“Belle Haven”). Capitalized terms used in this Agreement have the meanings set forth within this Agreement.
PLEDGE AND ASSIGNMENT OF MEMBERSHIP INTERESTS THIS PLEDGE AND ASSIGNMENT OF MEMBERSHIP INTERESTS (as it may be amended, "Pledge") is made as of January 21, 2011 ("Effective Date") by Delta Mechanical Group, LLC, a Delaware limited liability company...Pledge and Assignment of Membership Interests • February 4th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Delaware
EMPLOYMENT AGREEMENT FOR JASON M. SHAPIRO THIS EMPLOYMENT AGREEMENT (this "Agreement"), made as of this 1st day of January, 2011, ("Term Start Date") between Iron Eagle Group, Inc., a corporation organized under the laws of the State of Delaware (the...Employment Agreement • February 4th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
INVESTOR RELATIONS CONSULTING AGREEMENT This consulting agreement ("Agreement") is made this 28th of February 2011. By and between Iron Eagle Group, Inc. (OTC BB: IEAG) (thereinafter referred to as the "Company" or "IEAG"), and Hayden IR (hereinafter...Investor Relations Consulting Agreement • March 28th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Arizona
SHARE SALE AGREEMENT Entered into by and between Golden Falls Trading 565 (Proprietary) Limited and Pinnacle Resources, Inc. 1. PARTIES 1.1 The parties to this agreement are 1.1.1 GOLDEN FALLS TRADING 565 (PROPRIETARY) LIMITED and PINNACLE REOURCES...Share Sale Agreement • November 9th, 2007 • Pinnacle Resources Inc • Miscellaneous metal ores
LOAN AGREEMENT $100,000 On this 18th day of March 1998, Pinnacle Resources, Inc., a Wyoming Corp., whose principal place of business is 7345 Peakview Ave., Englewood CO 80111 (Pinnacle) hereby accepts from:Loan Agreement • June 23rd, 1998 • Pinnacle Resources Inc • Finance services
This loan shall be unsecured by Pinnacle Resources, Inc. but shall instead be secured by an undivided five percent (5%) interest in the Drenthe, Witrivier, Dortsland Platinum concession as arranged by Pinnacle Resources on behalf of the lender and due in writing from Plateau Resources (PTY) Ltd sixty (60) days from receipt of such funds.
AGREEMENT OF SALE This Agreement is entered into this 5th day of June 2000, by and between Pinnacle Resources, Inc., a Wyoming corporation ("Buyer"), Vanmag International, Ltd., a Cayman Island, BWI corporation ("Seller") and Vanadium and Magnetite...Sale Agreement • May 18th, 2001 • Pinnacle Resources Inc • Finance services • Colorado
June 5, 2010 Iron Eagle Group Inc. Mr. Michael Bovalino, Chief Executive Officer 448 West 37th Street Suite 9G New York, New York 10018 Re: Advisory Agreement Dear Mr. Bovalino This Consulting Agreement ("Agreement") will certify that Iron Eagle...Consulting Agreement • July 2nd, 2010 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
ContractPromissory Note • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores
This Note has not been registered under the Securities Act of 1933 (the "Securities Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note.
AGREEMENTSale and Purchase Agreement • June 4th, 2013 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
This Agreement, dated as of December 31, 2012, by and among Iron Eagle Group, Inc., a Delaware corporation (hereinafter referred to as “Iron Eagle”), Tru-Val Electric Group, LLC, a Delaware limited liability company and wholly owned subsidiary of Iron Eagle (hereinafter referred to as “TVG”), Tru-Val Electric Corp., a New York domestic corporation (hereinafter referred to as the “Company”), Christopher Totaro, a New Jersey resident (hereinafter referred to as the “Seller” or “Totaro”), and Thomas Heim, a New Jersey resident (hereinafter referred to as “Heim”). Iron Eagle and TVG are collectively referred to as the “Buyer”. Seller, Buyer and Heim are sometimes hereinafter referred to collectively as the “Parties”.
September 21, 2011 VIA CERTIFIED MAIL/ RETURN RECEIPT REQUESTED and U.S. REGULAR MAIL Iron Eagle Group, Inc. Delta Mechanical Group, LLC Attention: Jason M. Shapiro 61 West 62nd Street Suite 23F New York New York 10023 Re: Member Interest Purchase...Member Interest Purchase Agreement • September 27th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores
CONVERSION AGREEMENTConversion Agreement • February 8th, 2012 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
THIS AGREEMENT (“Agreement”) dated as of January 27, 2012 is by and among Iron Eagle Group, Inc., a Delaware corporation (“Iron Eagle”), Jason M. Shapiro (“J.M. Shapiro”), Jake A. Shapiro (“J.A. Shapiro”), Belle Haven Partners LLC (“Belle Haven”), Joseph E. Antonini (“Antonini”), Gary J. Giulietti (“Giulietti”), Edward M. English (“English”), and Jed M. Sabio (“Sabio”). This agreement replaces any previous conversion agreements entered into by and among the Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2012 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), made as of this 13th day of December, 2011, between Iron Eagle Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and Edward English, a New Jersey resident (the "Executive").
ESCROW AGREEMENTEscrow Agreement • January 12th, 2010 • Pinnacle Resources Inc • Miscellaneous metal ores • Nevada
THIS ESCROW AGREEMENT, dated as of December 30, 2009 (the “Escrow Agreement”), by and among certain shareholders of Iron Eagle Group, a Nevada Corporation, that are identified on Schedule A to this Agreement (“Iron Eagle Shareholders”), Pinnacle Resources, Inc. (“Pinnacle”) and Meister Seelig & Fein LLP, a New York limited liability partnership having an office at 2 Grand Central Tower, 140 East 45th Street, 19th Floor, New York, New York 10017 (“Escrow Agent”).
CONVERSION AGREEMENT THIS AGREEMENT ("Agreement") dated as of July 13, 2011 is by and among Iron Eagle Group, Inc., a Delaware corporation ("Iron Eagle"); Jason M. Shapiro ("J.M. Shapiro"); Jake A. Shapiro ("J.A. Shapiro"); Belle Haven Partners LLP...Conversion Agreement • July 20th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
AGREEMENT OF SALE This Agreement is entered into this 30th day of August, 1999, by and between Pinnacle Resources, Inc., a Wyoming corporation ("Buyer"), Plateau Resources International Ltd., a Cayman Island, BWI corporation ("Seller") and Plateau...Sale Agreement • September 17th, 1999 • Pinnacle Resources Inc • Finance services • Colorado
MEDIA PRODUCTION AND PLACEMENT SERVICES AGREEMENT This Media Production and Placement Services Agreement (the "Agreement") is entered into on the date indicated on the signature page (the "Effective Date"), by and between NewsUSA Inc., ("NUSA") and...Media Production and Placement Services Agreement • March 28th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Virginia
LEASE AGREEMENT FOR OFFICE SPACE This Lease agreement, entered into effective as of September 1,2010 (the "Start Date") by and between Belle Haven Capital, LLC, a Delaware limited liability company ("Lessor"), and Iron Eagle Group, Inc., a Delaware...Lease Agreement • February 4th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores
W I T N E S S E T H:Extension and Indemnity Agreement • July 20th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • Delaware
This Note has not been registered under the Securities Act of 1933 (the "Securities Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in...Promissory Note • March 28th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores
AGREEMENTConsulting Agreement • July 20th, 2011 • Iron Eagle Group, Inc. • Miscellaneous metal ores • New York
THIS AGREEMENT ("Agreement") dated as of May 19, 2011 is by and among Iron Eagle Group, Inc., a Delaware corporation ("Iron Eagle"); Jason M. Shapiro ("J.M. Shapiro"); Jake A. Shapiro ("J.A. Shapiro"); Belle Haven Partners LLC ("Belle Haven"); Joseph M. LoCurto ("LoCurto"); Jed M. Sabio ("Sabio"); Joseph E. Antonini ("Antonini"); Gary J. Giulietti ("Giulietti"); Glen R. Gamble ("Gamble"); and Robert A. Hildebrand ("Hildebrand").
