SUBSCRIPTION AGREEMENTSubscription Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 21, 2012, by and between Southern USA Resources Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This SECURITY AGREEMENT, dated as of April __, 2012 (this “Agreement”), is among Southern USA Resources Inc. (formerly known as Atlantic Green Power Holding Company), a Delaware corporation (the “Debtor” and together with its successors, “Debtors”), and the holders of the Debtor’s Secured Convertible Promissory Notes due April __, 2014 and issued on April __, 2012, in the original aggregate principal amount of a minimum of $1,920,000 and up to a maximum of $2,400,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 30th, 2007 • Lodestar Mining Inc • Delaware
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED SATES OR TO UNITED STATES PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
SOUTHERN USA RESOURCES INC. DIRECTOR AGREEMENTDirector Agreement • July 24th, 2012 • Southern Usa Resources Inc. • Metal mining • New York
THIS AGREEMENT (the "Agreement") is made as of the _____ day of ______ 2012 and is by and between Southern USA Resources Inc., a Delaware corporation (hereinafter referred to as the "Company"), and _____________ (hereinafter referred to as the "Director").
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This EMPLOYMENT AGREEMENT is made and entered into as of the 27th day of April, 2012 (the “Agreement”), by and between SOUTHERN USA RESOURCES INC. (formerly Atlantic Green Power Holding Company), a Delaware corporation (the “Company”), and Charles H. Merchant, Sr. (the “Employee”), (collectively the “Parties”).
NOTE AMENDMENT AGREEMENTNote Amendment Agreement • April 4th, 2012 • Atlantic Green Power Holding Co • Metal mining
This Note Amendment Agreement is made as of March 30, 2012 (“Amendment”), between Atlantic Green Power Holding Company, a Delaware corporation (the “Company”) and Whalehaven Capital Fund Limited (“Whalehaven”) regarding the note issued by the Company to Whalehaven dated February 4, 2011, in the original principal amount of $250,000 (the “Note”).
NOTE AND WARRANT AMENDMENT AGREEMENTNote and Warrant Amendment Agreement • April 4th, 2012 • Atlantic Green Power Holding Co • Metal mining
This Note and Warrant Amendment Agreement is made as of March 30, 2012 (“Amendment”), between Atlantic Green Power Holding Company, a Delaware corporation (the “Company”) and Adventure Ventures LLC (“Adventure”) regarding the note issued by the Company to Adventure dated October 12, 2010, in the original principal amount of $150,000 (the “Note”) and a warrant to purchase 160,714 shares of the Company’s Common Stock issued by the Company to Adventure dated October 12, 2010 (the “Warrant”)
EQUIPMENT CONTRIBUTION AGREEMENTEquipment Contribution Agreement • May 3rd, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This EQUIPMENT CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of April 27, 2012 (“Effective Date”) by and between Charles Merchant Sr. (“Contributor”), and Southern USA Resources Inc. (formerly known as Atlantic Green Power Holding Company), a Delaware corporation (the “Company”). Contributor and the Company are sometimes referred to collectively herein as the “Parties,” and each, a “Party.”
ESCROW AGREEMENTEscrow Agreement • February 29th, 2008 • Lodestar Mining Inc • Metal mining • Kentucky
THIS ESCROW AGREEMENT (the “Agreement”), is made and entered into as of the 5th day of February, 2008, by and between Lodestar Mining, Inc. (“Corporation”), a Delaware corporation, with a principal office at 400 Steeprock Drive, Toronto, Ontario Canada M3J 2X1 and National City Bank, 301 East Main Street, Lexington, Kentucky 40507 (the “Escrow Agent”).
SIXTH CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York
This Sixth Consent and Waiver Agreement (this “Agreement”) is made and entered into as of December 21, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each, the “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
FIFTH CONSENT AND WAIVER AGREEMENTFifth Consent and Waiver Agreement • December 4th, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This Fourth Consent and Waiver Agreement (this “Agreement”) is made and entered into as of November __, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
FOURTH CONSENT AND WAIVER AGREEMENTFourth Consent and Waiver Agreement • October 26th, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This Fourth Consent and Waiver Agreement (this “Agreement”) is made and entered into as of October __, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
SEVENTH CONSENT AND WAIVER AGREEMENTSeventh Consent and Waiver Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York
This Seventh Consent and Waiver Agreement (this “Agreement”) is made and entered into as of January 7, 2013, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each, the “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
AMENDMENT #1 TO THE MINERAL CLAIM OPTION AGREEMENT DATED MARCH 13, 2007, BETWEEN LODESTAR MINING INC. AND CLAIM LAKE NICKEL, INC.Mineral Claim Option Agreement • April 15th, 2009 • Lodestar Mining Inc • Metal mining
The undersigned agree that the deadline for the payment of $50,000 to be made by the first anniversary of the Agreement (March 13, 2008) shall be EXTENDED and the new deadline for the $50,000 payment is July 31, 2008.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2010 • Atlantic Green Power Holding Co • Metal mining • New Jersey
This Stock Purchase Agreement (this “Agreement”) is entered into on the 29th day of January, 2010 by and between Lodestar Mining, Incorporated (the “Company”), a Delaware corporation with an office at 400 Steeprock Drive, Toronto, Ontario, Canada M3J2X1, and Ian McKinnon (the “Selling Stockholder”), who is an officer, director and stockholder of the Company (the “Selling Stockholder,” and together with the Company, the “Parties”).
MINERAL CLAIM OPTION AGREEMENTMineral Claim Option Agreement • May 30th, 2007 • Lodestar Mining Inc • Ontario
Lodestar Mining Inc., a corporation incorporated pursuant to the laws of the State of Delaware, having its principal business address at
THIRD CONSENT AND WAIVER AGREEMENTThird Consent and Waiver Agreement • May 3rd, 2012 • Southern Usa Resources Inc. • Metal mining • New York
This Third Consent and Waiver Agreement (this “Agreement”) is made and entered into as of April ___, 2012, by and among Southern USA Resources Inc. (formerly known as Atlantic Green Power Holding Company), a Delaware corporation (the “Company”), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
NOTE AND WARRANT AMENDMENT AGREEMENTNote and Warrant Amendment Agreement • April 4th, 2012 • Atlantic Green Power Holding Co • Metal mining
This Note and Warrant Amendment Agreement is made as of March 30, 2012 (“Amendment”), between Atlantic Green Power Holding Company, a Delaware corporation (the “Company”) and Alpha Capital Anstalt (“Alpha”) regarding the note issued by the Company to Alpha dated October 12, 2010, in the original principal amount of $350,000 (the “Note”) and a warrant to purchase 375,000 shares of the Company’s Common Stock issued by the Company to Alpha dated October 12, 2010 (the “Warrant”)
AMENDMENT #2 TO THE MINERAL CLAIM OPTION AGREEMENT DATED MARCH 13, 2007, BETWEEN LODESTAR MINING INC. AND CLAIM LAKE NICKEL, INC.Mineral Claim Option Agreement • April 15th, 2009 • Lodestar Mining Inc • Metal mining
The undersigned also agree that the deadline for the payment of $75,000 to be made by the second anniversary of the Agreement (March 13, 2009) shall be AMENDED and the new deadline for the $75,000 payment is March 13, 2010.
