12% SENIOR SECURED CONVERTIBLE DEBENTUREZone Mining LTD • September 27th, 2006 • Metal mining • Texas
This 12% Senior Secured Convertible Debenture (this “Debenture”) is a duly authorized and issued 12% Senior Secured Convertible Debenture of ZONE MINING LIMITED, a Nevada corporation (“the Company”) having its principal place of business located at 111 Presidential Blvd., Suite 165, Bala Cynwyd, PA 19004, for the principal amount of ONE MILLION DOLLARS AND NO CENTS ($1,000,000), issued in connection with that certain Purchase Agreement (as defined below) of even date herewith entered into by and among the Company and the Holder.
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining • California
This EMPLOYMENT AGREEMENT, dated as of February 9, 2007 (this “Agreement”), is entered into by and between Reliant Partners LLC, a California limited liability company (the “Company”), and Jason W. Kincaid (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This SECURITY AGREEMENT, dated as of September 21, 2006 (this “Agreement”), is entered into by and among ZONE MINING LIMITED, a Nevada corporation and ZM ACQUISITION CORP., a Delaware corporation (hereinafter collectively referred to as the “Debtor”) and the Holders of those certain 12% Senior Secured Convertible Debentures due September 21, 2007 (or such earlier contingent date as set forth therein) in the original aggregate principal amount of $1,000,000 (the “Debentures”), issued by Debtor to Trident Growth Fund, L.P., the Holder thereof (whether one or more, the “Secured Parties”) in connection with that certain Securities Purchase Agreement of even date herewith entered into by and between the Debtors and the Secured Parties (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into this day of September 2006, by and among ZONE MINING LIMITED, a Delaware corporation (the “Company”), and each of the shareholders set forth on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”).
GENERAL RELEASE (PARENT)General Release • October 26th, 2006 • Zone Mining LTD • Metal mining • Pennsylvania
THIS MUTUAL GENERAL RELEASE (this “Release”) is made as of October 20, 2006, by and among the Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Driveitaway, Inc., a Delaware corporation (“DIA”), and Stonewell Partners LLP, a United Kingdom limited liability company (“Stonewell”).
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] THIRD AMENDMENT TO THE MARKETING AND...Administrative Services Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining
THIS THIRD AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “Second Amendment,” is effective on this 1st day of April, 2005, by and between EDUCATION LENDING SERVICES, INC., a Delaware corporation, formerly known as “Grad Partners, Inc.,” doing business as the “Consolidation Assistance Program,” hereinafter referred to as “ELServices,” having its principal place of business at 12760 High Bluff Drive, Suite 210, San Diego, California 92130, and RELIANT PARTNERS LLC, a California limited liability company, hereinafter referred to as “Marketer,” having its business address as 11526 Sorrento Valley Road, Suite A-1, San Diego California 92121.
This EXPLORATION LEASE AGREEMENT is made the 18 day of April, 2005.Exploration Lease Agreement • June 2nd, 2005 • Zone Mining LTD • Nevada
SECURITY AGREEMENTSecurity Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This SECURITY AGREEMENT, dated as of September 21, 2006 (this “Agreement”), is entered into by and among DRIVEITAWAY, INC., a Delaware corporation (hereinafter collectively referred to as the “Pledgor”) and the Holders of those certain 12% Senior Secured Convertible Debentures due September 21, 2007 (or such earlier contingent date as set forth therein) in the original aggregate principal amount of $1,000,000 (the “Debentures”), issued by Zone Mining Limited, a Nevada corporation (whether one or more, the “Debtor”), to Trident Growth Fund, L.P., the Holder thereof (whether one or more, the “Secured Parties”) in connection with that certain Securities Purchase Agreement of even date herewith entered into by and between the Debtor and the Secured Parties (the “Purchase Agreement”).
TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENTTermination and Assignment and Assumption Agreement • October 26th, 2006 • Zone Mining LTD • Metal mining • Texas
THIS TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into October 20, 2006, by and among ZONE MINING LIMITED, a Nevada corporation (“Parent”), ZM ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and DRIVEITAWAY, INC., a Delaware corporation (“DIA”), TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (“Trident”).
CONFIDENTIALITY AGREEMENTCommon Stock Purchase Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining • Nevada
The undersigned has requested that Zone Mining Limited (the “Company”) provide it with a copy of the Common Stock Purchase Agreement and other documents (the “Offering Documents”) relating to the Company’s offering of Common Stock (the “Offering”).
PURCHASE AGREEMENT BY AND BETWEEN JASON W. KINCAID AND ZONE MINING LIMITEDPurchase Agreement • February 5th, 2007 • Zone Mining LTD • Metal mining • California
THIS PURCHASE AGREEMENT, dated as of January 31, 2007 (this “Agreement”), is entered into between Jason W. Kincaid, the sole member (the “Member”) of Reliant Partners LLC, a California limited liability company (the “Company”), and Zone Mining Limited, a Nevada corporation (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 2nd, 2005 • Zone Mining LTD
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of AGA Resources, Inc. (the "Company") at a price of $0.10 per share (the "Subscription Price").
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2005 • Zone Mining LTD • Metal mining
Concurrent with execution of this Agreement, the undersigned (the "Purchaser" ) is purchasing __________________________________________________ (__________) shares of Common Stock of Zone Mining Limited (the "Company") at a price of $0.02 per share (the "Subscription Price").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2006, by and between ZONE MINING LIMITED, a Nevada corporation, along with its wholly-owned subsidiary, ZM ACQUISITION CORP., a Delaware corporation (hereinafter referred to as the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
MUTUAL GENERAL RELEASE (TRIDENT)Mutual General Release • October 26th, 2006 • Zone Mining LTD • Metal mining • Texas
THIS MUTUAL GENERAL RELEASE (this “Release”) is made as of October 20, 2006, by and among the Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Trident Growth Fund, L.P., a Delaware limited partnership (“Trident”).
ZONE MINING LIMITEDZone Mining LTD • October 26th, 2006 • Metal mining
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2006, by and among Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Driveitaway, Inc., a Delaware corporation (the “Company”), and Stonewell Partners LLP, the principal shareholder of the Company (the “Principal Shareholder”).
SUBORDINATION AGREEMENTSubordination Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This Subordination Agreement (the “Agreement”) is entered into as of the 21st day of September 2006, by and between DRIVEITAWAY, INC., a Delaware corporation (the “Company”), ZONE MINING LIMITED, a Nevada corporation (the “Subordinate Lender”) and TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (the “Senior Lender”).
ContractAdministrative Services Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining
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...Common Stock Purchase Warrant • October 26th, 2006 • Zone Mining LTD • Metal mining • Texas
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, TRIDENT GROWTH FUND, L.P., a Delaware limited partnership having an address at 700 Gemini, Houston, TX 77058 (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, October 20, 2006 (the “Initial Exercise Date”), and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from ZONE MINING LIMITED, a Nevada corporation (the “Company”), one hundred thousand (100,000) shares of common stock, par value $.00001 per share of the Company (the “Common Stock”), subject to adjustment herein (the “Warrant Shares”) as provided below.
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] FOURTH AMENDMENT TO THE MARKETING AND...Administrative Services Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining
THIS FOURTH AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “Fourth Amendment,” is effective on this 1st day of February, 2006, by and between STUDENT LOAN XPRESS, INC., a Delaware corporation, hereinafter referred to as “SLX,”, having its principal place of business at 12680 High Bluff Drive, Suite 310, San Diego, California 92130, and RELIANT PARTNERS LLC, a California limited liability company, hereinafter referred to as “Marketer,” having its business address as 11526 Sorrento Valley Road, Suite A-1, San Diego, California 92121.
COMMON STOCK PURCHASE WARRANT NO.1 To Purchase Shares of Common Stock of ZONE MINING LIMITEDCommon Stock Purchase • September 27th, 2006 • Zone Mining LTD • Metal mining
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (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, September 21, 2006 (the “Initial Exercise Date”), and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from ZONE MINING LIMITED, a Nevada corporation (the “Company”), five hundred thousand (500,000) shares of common stock, par value $.00001 per share (or such lesser number of shares as shall be equal to one-half share for each dollar advanced by the Holder to the Company pursuant to the Debentures), of the Company (the “Common Stock”), subject to adjustment herein (the “Warrant Shares”) as provided below. In addition, in the event the first Qualifying Transaction occurring after
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZONE MINING LIMITED ZM ACQUISITION CORP. DRIVEITAWAY, INC. AND STONEWELL PARTNERS LLP Dated September 21, 2006Agreement and Plan of Merger • September 27th, 2006 • Zone Mining LTD • Metal mining • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into this 21st day of September, 2006, by and among ZONE MINING LIMITED, a Nevada corporation (“Parent”), ZM ACQUISITION CORP., a Delaware corporation (“Merger Sub”), DRIVEITAWAY, INC., a Delaware corporation (the “Company”), and the Principal Shareholder (as that term is defined in Section 9.14).
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] FIRST AMENDMENT TO THE MARKETING AND...Administrative Services Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining
THIS FIRST AMENDMENT TO MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “First Amendment,” is effective on this 1st day of April, 2002, by and between GRAD PARTNERS, INC., a Delaware corporation, hereinafter referred to as “Grad Partners,” having its principal place of business at 12760 High Bluff Drive, Suite 210, San Diego, California 92130, and RELIANT PARTNERS LLC, a California limited liability company, hereinafter referred to as “Marketer,” having its business address as 3344 Industrial Court, Suite 3, San Diego California 92121.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2005 • Zone Mining LTD • Metal mining
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of Zone Mining Limited (the "Company") at a price of $0.02 per share (the "Subscription Price").
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] MARKETING AND ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 14th, 2007 • Zone Mining LTD • Metal mining • Delaware
THIS MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT, hereinafter referred to as the “Agreement,” is effective on this 1st day of December, 2001, by and between GRAD PARTNERS, INC., a Delaware corporation, hereinafter referred to as “Grad Partners,” having its principal place of business at 12760 High Bluff Drive, Suite 210, San Diego, California 92130, and RELIANT PARTNERS LLC, a California limited liability, hereinafter referred to as “Marketer,” having its business address as 3344 Industrial Court, Suite 3, San Diego, California 92130.
