ContractRestricted Stock Award Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Texas
FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 8th, 2015 • U.S. Rare Earths, Inc • Services-advertising • New York
WARRANT AGENCY AGREEMENT (“Warrant Agreement”) made as of , 2015 (the “Issuance Date”), between U.S. Rare Earths, Inc., a Delaware corporation, with offices at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024 (the “Company”), and Manhattan Transfer Registrar Company, with offices at 57 Eastwood Road, Miller Place, New York 11764 (the “Warrant Agent”).
COLORADO RARE EARTHS, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 24th, 2012 • U.S. Rare Earths, Inc • Services-advertising
This Warrant is being issued pursuant to the Agreement for Service dated May 25, 2011, by and between the Company and the Initial Holder.
REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York
This Repurchase Option Agreement (the "Agreement") is made as of the 29th day of May, 2013 by and between U.S. Rare Earths, Inc. (the “Company”), a Nevada corporation and Michael D. Parnell Living Trust (the “Seller”).
REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York
This Repurchase Option Agreement (the "Agreement") is made as of the 31st day of May, 2013 by and between U.S. Rare Earths, Inc. (the “Company”), a Nevada corporation and Geoff Williams (the “Seller”).
ContractWarrant Agreement • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
ADDENDUM TO REVISED EMPLOYMENT AGREEMENT WITH MATTHEW J. HOFFEmployment Agreement • April 25th, 2012 • U.S. Rare Earths, Inc • Services-advertising
THIS ADDENDUM TO REVISED EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into this 26 day of July 2011 by and between Colorado Rare Earths, Inc. and its subsidiaries (the “Company”); and Matthew J. Hoff (the “Employee”). Each of Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”. This Addendum is intended by the Parties to amend and revise that certain Revised Employment Agreement entered into by and between the Parties on December 10, 2010 (the “Employment Agreement”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • April 24th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Nevada
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Logic International Consulting Group, L.L.C. or assignee, (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 effective date hereof, March 10, 2011, and on or prior to the close of business on the fifth (5th) anniversary of the effective date of this Warrant (the “Termination Date”), to subscribe for and purchase from Colorado Rare Earths, Inc., a Nevada corporation (the “Company”), the number of shares of common stock, par value $0.00001 per share of the Company (the “Common Stock”), which shall be equal to 1,300,000 (the “Warrant Shares”) as provided below. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(a) below, as adjusted.
AMENDED AND RESTATED AGREEMENT FOR SERVICEAgreement for Service • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising
THIS AMENDED AND RESTATED AGREEMENT FOR SERVICE (the "Agreement") is entered into this 27th day of November 2013 between U.S. Rare Earths, Inc. (the "Customer") and P-Con Consulting, Inc. (the "Service Provider'') and supersedes and replaces in its entirety the Agreement for Service dated May 25, 2011 between the Customer and Service Provider.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 15th, 2007 • Calypso Financial Services Inc • Non-operating establishments • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement ”) is made and entered into as of this 12th day of October 2007 by and among Calypso Financial Services, Inc., a Delaware Corporation (“Calypso ”), Calypso Acquisitions, Inc., a Nevada corporation (“Merger Sub”); Media Depot, Inc., a Nevada corporation (“Media Depot”) and H. Deworth Williams and Edward F. Cowle, principal stockholders of Calypso who will make certain representations, warranties and covenants herein (“Principal Stockholders”) (the “Calypso Stockholders ”). WHEREAS , Calypso intends to change its state of domicile from Delaware to Nevada following the execution of this Agreement
UNDERWRITING AGREEMENT between U.S. RARE EARTHS, INC. and AEGIS CAPITAL CORP., as RepresentativeUnderwriting Agreement • January 8th, 2015 • U.S. Rare Earths, Inc • Services-advertising • New York
This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 14, 2013, between H. Deworth Williams (“D. Williams”), Edward F Cowle (“Cowle”), and Geoff Williams (“G. Williams”), collectively “Sellers”) and John Victor Lattimore, Jr. (“Lattimore”) or one of his affiliated companies – which may include Lattimore Materials, Inc. and/or Unique Materials, LLC (“Purchasers”).
AGREEMENT FOR SERVICE THIS AGREEMENT FOR SERVICE (this "Agreement") dated this 25th day of May, 2011 BETWEEN Colorado Rare Earths, Inc. of 12 Washington Street, Montoursville, Pennsylvania, 17754 (the "Customer") - AND - P-Con Consulting, Inc. of 7208...Service Agreement • April 24th, 2012 • U.S. Rare Earths, Inc • Services-advertising
MEDIA DEPOT ACQUISITION AGREEMENTAcquisition Agreement • January 4th, 2008 • Calypso Financial Services Inc • Non-operating establishments
EXHIBIT B TO REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York
This Repurchase Option Agreement (the "Agreement") is made as of the 13th day of August, 2013 by and between U.S. Rare Earths, Inc. (the "Company") a Nevada corporation and Daniel McGroarty (the "Seller").
PROMISSORY NOTEPromissory Note • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Arkansas
[This Promissory Note is entered into pursuant to the terms of that certain Agreement and Plan of Merger dated July 18, 2011, by and among, Colorado Rare Earths, Inc., a Nevada corporation now know as U.S. Rare Earths (“USRE-Nevada”), Seaglass Holding Corp., a Nevada corporation and wholly owned subsidiary of USRE-Nevada (“Seaglass”), and U.S. Rare Earths, Inc., a Delaware corporation “USRE–Delaware”), and replaces and supercedes the following two original promissory notes made by USRE-Delaware; (i) payable to Edward F. Cowle in the amount of $49,600.00 issued on April 19, 2011; and (ii) payable to Blue Cap Development Corp. in the amount of $1,369,118 issued on April 19, 2011. This Promissory Note also includes certain additional monies as provided in the Agreement and Plan of Merger and takes into consideration the payment by USRE-Nevada of $500,000.00 previously made on the two aforementioned promissory notes dated April 19, 2011.]
AMENDMENT NO.1 TO REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • May 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York
This AMENDMENT NO. 1 (the “Amendment”) to the REPURCHASE OPTION AGREEMENT (the "Agreement") originally dated as of January 28, 2014, between U.S. Rare Earths, Inc., a Nevada corporation (the “Company”), and Michael D Parnell Living Trust (the “Seller”) is dated as of May12, 2014. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Nevada
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into on the 15th day of March 2013 (the “Effective Date”), by and among U.S. Rare Earths, Inc., a Nevada corporation (“USRE” or “the Company”), on the one hand, and H. Deworth Williams (“D. Williams”), Edward F. Cowle (“Cowle”), Geoff Williams (“G. Williams”), and Blue Cap Development Corp., a Nevada corporation (“Blue Cap”) (collectively referred to herein as “Defendants”), on the other.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Arkansas
THIS EXECUTIVE EMPLOYMENT AGREEMENT is effective as of JANUARY 1, 2012 between Daniel McGroarty (“Employee”) residing at 3904 Underwood Street, Chevy Chase, Maryland 20815 USA and U.S. Rare Earths, Inc., (“Employer” and/or “Company”) with an office at 12 Gunnebo Drive, Lonoke, AR 72086.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Texas
SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of May 12, 2014, by and between U.S. Rare Earths, Inc., a corporation existing under the laws of Nevada (“Seller”) and Mach One Media Group, Inc., a corporation existing under the laws of Nevada (the “Buyer”).
ContractExclusive Agreement, Licensing Agreement • August 4th, 2015 • U.S. Rare Earths, Inc • Services-advertising
The first is an exclusive agreement with Oak Ridge National Laboratory for the Recycling of Rare Earths from Electronic E-Waste The second is a licensing agreement for the Oak Ridge National Laboratory technology for the extraction process of specific elements from mining materials
OPTION PURCHASE AGREEMENTOption Purchase Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York
Form of Representative’s Warrant AgreementWarrant Agreement • January 8th, 2015 • U.S. Rare Earths, Inc • Services-advertising • New York
THIS WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].
May 24, 2011Financial Advisory Agreement • April 24th, 2012 • U.S. Rare Earths, Inc • Services-advertising
ADDENDUM TO REVISED EMPLOYMENT AGREEMENT WITH GREG SCHIFRINEmployment Agreement • April 25th, 2012 • U.S. Rare Earths, Inc • Services-advertising
THIS ADDENDUM TO REVISED EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into this 26 day of July 2011 by and between Colorado Rare Earths, Inc. and its subsidiaries (the “Company”); and Greg Schifrin (the “Employee”). Each of Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”. This Addendum is intended by the Parties to amend and revise that certain Revised Employment Agreement entered into by and between the Parties on February 4, 2011 (the “Employment Agreement”).
CONSULTING AGREEMENTConsulting Agreement • December 29th, 2011 • U.S. Rare Earths, Inc • Services-advertising • Arkansas
This Consulting Agreement (the “Agreement”) is entered into by and between U.S. Rare Earths, Inc. (the “Company”) and Mark Scott. (the Consultant”).
AGREEMENT AND PLAN OF MERGER Among Colorado Rare Earths, Inc., Seaglass Holding Corp. AndMerger Agreement • July 22nd, 2011 • Colorado Rare Earths, Inc • Services-advertising • Utah
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of this 18th day of July 2011 by and among Colorado Rare Earths, Inc., a Nevada Corporation (“CRE”); Seaglass Holding Corp., a Nevada corporation and wholly owned subsidiary of CRE (“Seaglass”); and U.S. Rare Earths, Inc., a privately held Delaware corporation (“USRE”).
SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note Agreement • November 23rd, 2015 • U.S. Rare Earths, Inc • Metal mining • New York
THIS SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of U.S. Rare Earths, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024 designated as its Secured Convertible Promissory Note (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Texas
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of May 12, 2014, by and between U.S. Rare Earths, Inc., a corporation existing under the laws of Nevada (the “Seller”), and Mach One Media Group, Inc., a corporation existing under the laws of Nevada (the “Buyer”).
AGREEMENT AND PLAN OF MERGER Among Calypso Media Services Group, Inc., Calypso Merger, Inc., And Seaglass Holding Corp.Merger Agreement • December 16th, 2010 • Calypso Media Services Group, Inc • Non-operating establishments • Utah
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of this 15th day of December 2010 by and among Calypso Media Services Group, Inc., a Nevada Corporation (“Calypso”); Calypso Merger, Inc., a Utah corporation and wholly owned subsidiary of Calypso (“Merger Sub”); and Seaglass Holding Corp., a privately held Nevada corporation (“Seaglass”).
ACQUISITION AGREEMENT Among Calypso Media Services Group, Inc., WebiMax, L.L.C., And Kenneth C. WisnefskiAcquisition Agreement • September 16th, 2010 • Calypso Media Services Group, Inc • Non-operating establishments • Pennsylvania
THIS ACQUISITION AGREEMENT (the “Agreement”) is made and entered into as of this 10th day of September, 2010, by and among Calypso Media Services Group, Inc., a Nevada Corporation (“Calypso”); WebiMax, L.L.C., a New Jersey limited liability company (“WebiMax”); and Kenneth C. Wisnefski, the sole member of WebiMax (the “Member”). Calypso, WebiMax and Member may be referred to herein individually as a “Party” and collectively as the “Parties”.
LEASE AGREEMENTLease Agreement • May 14th, 2014 • U.S. Rare Earths, Inc • Services-advertising
AMENDMENT N0.1 TO REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York
This AMENDMENT NO. 1 (the "Amendment") to the REPURCHASE OPTION AGREEMENT (the "Agreement") originally dated as of ________, between U.S. Rare Earths, Inc., a Nevada corporation (the "Company"), and ____________ (the "Seller") is dated as of September 30, 2013.
Stock Repurchase Option and Severance AgreementStock Repurchase Option and Severance Agreement • September 4th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York
This Stock Repurchase Option and Severance Agreement (this "Agreement"), entered into as of August 14, 2013, sets forth the terms of the agreement by and between U.S. Rare Earths, Inc. (the "Company") and Daniel McGroarty (McGroarty) regarding McGroarty 's resignation from the Company, the granting by McGroarty to the Company of certain options to repurchase certain shares of Company common stock owned by McGroarty, and the mutual release by the parties hereto of claims and their agreement not to sue.
AMENDMENT NO.1 TO LEASE AGREEMENTLease Agreement • May 14th, 2014 • U.S. Rare Earths, Inc • Services-advertising
This AMENDMENT NO. 1 (the “Amendment”) to the LEASE AGREEMENT (the “Agreement”) between Logic International Consulting Group (the “Landlord”), US Rare Earths, Inc. (the “Tenant”) dated as of September 30, 2013.
