REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______ ___, 2010, between Universal Gold Mining Corp., a Nevada corporation formerly known as “Federal Sports & Entertainment, Inc.” (the “Company”) and the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2011 • Universal Gold Mining Corp. • Metal mining • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of _________________, by and between Universal Gold Mining Corp., a Nevada corporation (the “Company”), and _____________________, an individual (the “Indemnitee”).
PLEDGE AGREEMENTPledge Agreement • September 15th, 2008 • Federal Sports & Entertainment, Inc. • Metal mining • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of September __, 2008, is made by Federal Sports & Entertainment, Inc. (f/k/a Rite Time Mining, Inc.), a Nevada corporation (the “Company”), each person and entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement (defined below) (the “Additional Pledgors”), in favor of Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below), party to that certain Securities Purchase Agreement, dated as of September __, 2008 (the "Securities Purchase Agreement").
BRIDGE LOAN AGREEMENTBridge Loan Agreement • September 15th, 2008 • Federal Sports & Entertainment, Inc. • Metal mining • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this ___ day of September, 2008, by and among Diamond Sports & Entertainment, Inc., a Delaware corporation (“Borrower”), and Federal Sports & Entertainment, Inc. (f/k/a Rite Time Mining, Inc.), a Nevada corporation (“Lender”).
CANCELLATION AGREEMENTCancellation Agreement • June 10th, 2010 • Universal Gold Mining Corp. • Metal mining • Nevada
CANCELLATION AGREEMENT, dated May 24, 2010 (this “Agreement”), by and among, Universal Gold Mining Corp. (formerly known as Federal Sports & Entertainment, Inc.), a Nevada corporation (the “Company”), and Linda Farrell (the “Cancelling Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2009 • Federal Sports & Entertainment, Inc. • Metal mining • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September ___, 2008, is entered into by and among Federal Sports & Entertainment, Inc. (f/k/a Rite Time Mining, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”).
Rite Time Mining, Inc. 47395 Monroe St. #274 Indio, CA 92201 760-393-8009 ritetimemininginc@yahoo.com STOCK SUBSCRIPTION OFFER ____________________________ (the "Undersigned"), whose address is _______________________________________________________,...Rite Time Mining, Inc. • February 27th, 2007
ContractFederal Sports & Entertainment, Inc. • September 15th, 2008 • Metal mining • New York
THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE LENDER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
AMENDMENT TO OPTION AGREEMENTOption Agreement • June 10th, 2010 • Universal Gold Mining Corp. • Metal mining
This AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made and entered into as of June 4, 2010, by and among Core Values Mining & Exploration Company, a Cayman Islands corporation (“CVME”), Core Values Mining & Exploration Company Sucursal Colombia, a Colombia corporation (“CVMEC”), and Universal Gold Holdings (Cayman), Limited, a Cayman Islands limited company (the “UGH”), and amends and supplements the Option Agreement among CVME, CVMEC and UGH, dated as of April 23, 2010 (the “Option Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Option Agreement.
SHARE PURCHASE AGREEMENT dated as of November 30, 2010 by and among and TWL Investments Ltd., James Randall Martin and Sergio Rios Molina, as Sellers relating to the purchase and sale of RNC (Management) LimitedShare Purchase Agreement • December 6th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
SHARE PURCHASE AGREEMENT, dated as of November 30, 2010 (this “Agreement”), among N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (“Buyer”), and TWL Investments Ltd. (“TWL”), Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”).
AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • January 6th, 2011 • Universal Gold Mining Corp. • Metal mining • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of December 31, 2010, to the Share Purchase Agreement dated as of November 30, 2010 (the “SPA”) among N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (the "Buyer"), and TWL Investments Ltd., James Randall Martin and Sergio Rios Molina (collectively, the "Sellers") and Thomas William Lough. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the SPA.
AMENDMENT No.1 TO OPTION AGREEMENTOption Agreement • January 6th, 2011 • Universal Gold Mining Corp. • Metal mining • New York
This AMENDMENT No.1 (this “Amendment”), dated as of December 31, 2010, amends the OPTION AGREEMENT, effective as of November 30, 2010 (the “Agreement”), between N.C.G.A. Project Acquisition Corp., a corporation incorporated and existing under the laws of the Cayman Islands (the “Acquisition Corp.”), and Universal Gold Mining Corp., a company incorporated and existing under the laws of Nevada (“Universal Gold”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • August 23rd, 2010 • Universal Gold Mining Corp. • Metal mining
DEED OF VARIATION TO A PUT AND CALL OPTION AGREEMENT DATED 29 JUNE 2010Deed of Variation • August 26th, 2010 • Universal Gold Mining Corp. • Metal mining
ASSIGNMENT OF PROMISSORY NOTE AND RELEASEAssignment of Promissory Note and Release • June 10th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
This Assignment of Promissory Note and Release (the “Assignment and Release” or, the “Agreement”) is dated as of February 3, 2010 and is made and entered into between Federal Sports & Entertainment, Inc., a Nevada corporation (“Holder”) and John Thomas Bridge and Opportunity Fund, LP (“Assignee”) ..
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 3rd, 2011 • Universal Gold Mining Corp. • Metal mining • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and mutual agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties hereby agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
SECURITY AGREEMENTSecurity Agreement • September 15th, 2008 • Federal Sports & Entertainment, Inc. • Metal mining • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the ___ day of September, 2008, by and among Diamond Sports & Entertainment, Inc., a Delaware corporation (“Bridge Loan Borrower”), Diamond Concessions, LLC, a California limited liability company (“Subsidiary”), and the Buyers (as defined below).
OPTION AGREEMENTOption Agreement • December 6th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
OPTION AGREEMENT, effective as of November 30, 2010 (this “Agreement”), between N.C.G.A. Project Acquisition Corp., a corporation incorporated and existing under the laws of the Cayman Islands (the “Acquisition Corp.”), and Universal Gold Mining Corp., a company incorporated and existing under the laws of Nevada (the “Universal Gold”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2010 • Universal Gold Mining Corp. • Metal mining • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of 23,000,000 units and a maximum of 30,000,000 units of securities (the “PPO Units”), plus up to an additional 5,000,000 PPO Units to cover over-allotments, issued by Universal Gold Mining Corp., a Nevada Corporation formerly known as “Federal Sports & Entertainment, Inc.” (the “Company”), at a purchase price of $0.10 per PPO Unit. Each PPO Unit consists of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement and the term sheet of the Company attached hereto as Exhibit A (the “Term Sheet”), relating to the Offering.
