SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 14th, 2011 • Sombrio Capital Corp • Gold and silver ores • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 8, 2011, is by and among Sombrio Capital Corp., a Nevada corporation (the “Parent”), Strathmore Investments Inc., a Delaware corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENTSeparation Agreement • February 14th, 2011 • Sombrio Capital Corp • Gold and silver ores • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of February 8, 2011 (the “Effective Date”), by and between Sombrio Capital Corp., a Nevada corporation (including its successors, the “Corporation”), and Ken MacAlpine (“KM”).
MINERAL LEASE AGREEMENTMineral Lease Agreement • May 24th, 2010 • Sombrio Capital Corp • Gold and silver ores
Timberwolf Minerals, LTD (Lessor) leases to Sombrio Capital Corp , (Lessee) the unpatented mining claims attached as Exhibit “A” (referred to as the Property) located in Sections 7,& 8, Township 46 North, Range 55 East, Mt. Diablo Meridian in Elko County, Nevada, USA, subject to the following conditions:
12% Convertible DebentureSombrio Capital Corp • February 14th, 2011 • Gold and silver ores • Nevada
This Convertible Debenture (the “Debenture”) is duly authorized and issued by Sombrio Capital Corp, a Nevada corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2011 • Sombrio Capital Corp • Gold and silver ores • New York
AGREEMENT dated as of the 1st day of April, 2009, by and among Strathmore Investments, Inc. (also known as Cellular Blowout), a Delaware corporation with its principal office at 29399 Agoura Road, Agoura Hills, CA 91301 (the “Company”), and David J. Bleeden, an individual (“Executive”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • February 14th, 2011 • Sombrio Capital Corp • Gold and silver ores • California
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations ("Agreement") is made as of December , 2010 (the "Effective Date"), by and between Strathmore Investments, Inc. ("Strathmore" or "Assignor"), with an address of 29399 Agoura Road, Agoura Hills, CA 91301, and OmniReliant Holdings, Inc., a Nevada corporation ("Assignee").
