Exhibit 3.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), is made this _22nd____ day of _May____2008, by and between Senior Management Services of El Paso Coronado, Inc., a Texas corporation ("SMSA Texas"), and...Merger Agreement • July 18th, 2008 • SMSA El Paso II Acquisition Corp
SHARE EXCHANGE AGREEMENT BY AND AMONG SMSA El PASO II ACQUISITION CORP., TRANS GLOBAL OPERATIONS, INC. AND ITS SHAREHOLDERS August 10, 2009Share Exchange Agreement • August 11th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of August 10, 2009, is by and among SMSA El Paso II Acquisition Corp., a Nevada corporation, (the “Parent”), Trans Global Operations, Inc., a Delaware corporation (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • December 3rd, 2010 • Resource Holdings, Inc. • Blank checks • New York
CONSULTING AGREEMENT, dated as of November 29, 2010, by and between Resource Holdings, Inc., a Nevada corporation (the “Company”), and Dean S. Skupen, an individual (the “Consultant”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks
This Agreement and Plan of Merger (this "Agreement"), is made this _26th____ day of _September____2007, by and between Senior Management Services of El Paso Sunset, Inc., a Texas corporation (“SMSA Texas”), and SMSA El Paso 1 Acquisition Corp., a Nevada corporation ("SMSA Nevada. "). SMSA Nevada is sometimes hereinafter referred to as the “Surviving Corporation and the two corporate parties hereto being sometimes collectively referred to as the "Constituent Corporations"),
AMENDMENT NO. 3 TO RESOURCE HOLDINGS, INC. PROMISSORY NOTEPromissory Note • June 15th, 2012 • Resource Holdings, Inc. • Blank checks
This Amendment No. 3 to Promissory Note (the “Amendment”) is dated as of the 29th day of May, 2012, and is by and between _________________ (the “Holder”) and RESOURCE HOLDINGS, INC., a Nevada corporation (the “Borrower”).
AMENDMENT NO. 2 TO RESOURCE HOLDINGS, INC. PROMISSORY NOTEPromissory Note • April 11th, 2012 • Resource Holdings, Inc. • Blank checks
This Amendment No. 2 to Promissory Note (the “Amendment”) is dated as of the 21st day of March, 2012, and is by and between _________________ (the “Holder”) and RESOURCE HOLDINGS, INC., a Nevada corporation (the “Borrower”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 5, 2009, between SMSA El Paso II Acquisition Corp., a Nevada corporation (“SMSA”), and Michael Campbell, an individual residing in Tustin, California (the “Purchaser”).
AMENDMENT NO. 2 TO ESCROW AGREEMENTEscrow Agreement • February 3rd, 2010 • SMSA El Paso II Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO ESCROW AGREEMENT (this “Amendment”) is entered into as of January 31, 2010 by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”), Michael Campbell, an individual residing in Tustin, California (the “Escrowing Party”), Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This Investor Rights Agreement is dated as of September 28, 2011, and is entered into by Resource Holdings, Inc., a Nevada corporation (the “Company”), and West Ventures, LLC (the “Investor”).
EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • April 15th, 2011 • Resource Holdings, Inc. • Blank checks
WHEREAS, LESSOR is the owner and holder of the equipment listed on ATTACHMENT I, acquired for the purposes of leasing to LESSEE.
SENIOR SECURED NOTE AGREEMENT Dated as of September 28, 2011 among RESOURCE HOLDINGS, INC., as Issuer, and WEST VENTURES, LLC as PurchaserSenior Secured Note Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This SENIOR SECURED NOTE AGREEMENT (this “Agreement”) is executed as of September 28, 2011 by and among RESOURCE HOLDINGS, INC., a Nevada corporation (“Issuer”), and WEST VENTURES, LLC (together with its successors and permitted assigns, “Purchaser”).
1st AMENDMENT AND RESTATEMENT TO THE LEASE AGREEMENTLease Agreement • August 19th, 2011 • Resource Holdings, Inc. • Blank checks
This 1st amendment and restatement of the lease agreement (hereinafter simply referred to as the “Amendment”) is entered on August 04, 2011, by and between
SECURITY AGREEMENTSecurity Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This SECURITY AGREEMENT, dated as of September 28, 2011, is entered into by and among RESOURCE HOLDINGS, INC., a Nevada corporation (the “Grantor”), and WEST VENTURES, LLC, (together with its successors and permitted assigns, “Purchaser”).
Dated September 21, 2011 QUOTA PLEDGE AGREEMENT Resources Holdings, Inc as Pledgor West Ventures, LLC as Pledgee RHI Mineração Ltda. as intervening and consenting partyQuota Pledge Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter into this Agreement, which shall be governed by the following terms and conditions:
AMENDMENT NO. 2 TO RESOURCE HOLDINGS, INC. PROMISSORY NOTEPromissory Note • July 1st, 2011 • Resource Holdings, Inc. • Blank checks
This Amendment No. 2 to Promissory Note (the “Amendment”) is dated as of the 1st day of June, 2011, and is by and between ________________ (the “Holder”) and Resource Holdings, Inc., a Nevada corporation (the “Borrower”).
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • December 21st, 2009 • SMSA El Paso II Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this "Amendment") is entered into as of December 15, 2009 by and between Halter Financial Group, L.P., a Texas limited partnership (“HFG”) and SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”).
COMMON SHARE PURCHASE AND REVENUE SHARE AGREEMENTCommon Share Purchase and Revenue Share Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This Common Share Purchase and Revenue Share Agreement (this “Agreement”) is dated as of September 28, 2011, among Resource Holdings, Inc., a Nevada corporation (the “Company”), and West Ventures, LLC (the “Investor”).
1st AMENDMENT AND RESTATEMENT TO THE LOAN AGREEMENTLoan Agreement • August 19th, 2011 • Resource Holdings, Inc. • Blank checks • Mato Grosso
This 1st amendment and restatement of the loan agreement (hereinafter simply referred to as the “Amendment”) is entered on August 04, 2011, by and between
ADVISORY AGREEMENTAdvisory Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • Texas
THIS ADVISORY AGREEMENT (“Agreement”) is made and entered into on this the 5th day of November 2009, by and between Halter Financial Group, L.P. (“HFG”) and SMSA El Paso II Acquisition Corp, a Nevada corporation (the “Company”).
AMENDMENT NO. 1 TO ESCROW AGREEMENTEscrow Agreement • December 21st, 2009 • SMSA El Paso II Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO ESCROW AGREEMENT (this "Amendment") is entered into as of December 15, 2009 by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”), Michael Campbell, an individual residing in Tustin, California (the “Escrowing Party”), Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”).
CONTRIBUTION AGREEMENTContribution Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • Nevada
CONTRIBUTION AGREEMENT dated November 5, 2009 (this “Agreement”), by and among, SMSA El Paso II Acquisition Corp., a Nevada corporation (the “Company”), Michael Campbell (the “Purchaser”) and Mr. Gerard Pascale (the “Contributing Party”).
AMENDMENT NO. 2Loan Agreement • July 1st, 2011 • Resource Holdings, Inc. • Blank checks
This Amendment No. 2 to Loan Agreement (the “Amendment”) is dated as of the 23rd day of June 2011, and is by and between RHI MINERAÇÃO LTDA. (formerly MINERAL – PARCEIROS EM MINERAÇÃO LTDA.), a Brazilian limited liability company (the “Creditor”) and REGINALDO LUIZ DE ALMEIDA FERREIRA – ME, a Brazilian sole proprietorship company (the “Borrower”).
ESCROW AGREEMENTEscrow Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • New York
This Escrow Agreement, dated as of November 5, 2009 (this “Agreement”), is entered into by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”), Michael Campbell, an individual residing in Tustin, California (the “Escrowing Party”), Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”).
GUARANTYGuaranty • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
I, Michael Campbell, being duly sworn, do hereby certify to West Ventures, LLC (the “Lender”), in connection with that certain Senior Secured Note Agreement, dated as of the date hereof (the “Note Agreement”), between Resource Holdings, Inc. (the “Company”) and the Lender, that, so long as any principal or interest remains outstanding under the Note Agreement, I will not knowingly and intentionally take any action as an officer or director of the Company that is fraudulent, willful misconduct, misrepresentative or that would cause any court of competent jurisdiction to enter against the Company or RHI Mineração LTDA a decree or order for relief in any voluntary or involuntary case under the United States Bankruptcy Code, 11 U.S.C. §101, et seq., or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or to cause any winding up, liquidation, or other such other similar relief to be granted to the Company or RHI Mineração LTDA under any applicable
Dated September 21, 2011/Datado de 21 de setembro de 2011 LOAN AGREEMENT CONTRATO DE EMPRÉSTIMO Entered between/ celebrado enre Reginaldo Luiz de Almeida Ferreira - ME and/e Resource Holdings, Inc.Loan Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
RESOURCE HOLDINGS, INC., a company constituted and existing under the laws of the United States of America with head offices at 11753 Willard Avenue, California 92782, USA, herein duly represented by its attorney-in-fact MICHAEL CAMPBELL, hereinafter simply referred to as “CREDITOR”; and
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • May 16th, 2011 • Resource Holdings, Inc. • Blank checks
This Amendment No. 1 to Loan Agreement (the “Amendment”) is dated as of the 13th day of May 2011, and is by and between MINERAL – PARCEIROS EM MINERAÇÃO LTDA., a Brazilian limited liability company (the “Creditor”) and REGINALDO LUIZ DE ALMEIDA FERREIRA – ME, a Brazilian sole proprietorship company (the “Borrower”).
AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • February 3rd, 2010 • SMSA El Paso II Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO ADVISORY AGREEMENT (this “Amendment”) is entered into as of January 31, 2010 by and between Halter Financial Group, L.P., a Texas limited partnership (“HFG”) and SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”).
LOAN AGREEMENTLoan Agreement • April 15th, 2011 • Resource Holdings, Inc. • Blank checks
MINERAL – PARCEIROS EM MINERAÇÃO LTDA., a limited-liability company headquartered at Rua do Rocio, nº 423, 5º andar, conjunto 507, Vila Olímpia, in the city and State of São Paulo, CEP 04.552-000, enrolled with National Roll of Legal Entity of Ministry of Finance (hereinafter simply referred to as “CNPJ/MF”) under no. 12.506.224/0001-59, herein represented by MICHAEL CAMPBELL, hereinafter simply referred to as “Creditor”; and
AMENDMENT NO. 1 TO RESOURCE HOLDINGS, INC. PROMISSORY NOTEPromissory Note • April 11th, 2012 • Resource Holdings, Inc. • Blank checks
This Amendment No. 1 to Promissory Note (the “Amendment”) is dated as of the 21st day of March, 2012, and is by and between _________________ (the “Holder”) and RESOURCE HOLDINGS, INC., a Nevada corporation (the “Borrower”).
OPTION AGREEMENTOption Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
This Termination and Release Agreement (hereinafter simply referred to as the “Termination Agreement”) is entered on September 21, 2011, by and between:
ContractSenior Secured Note Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OF THE NOTE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE ISSUER HEREOF IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER AND EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SENIOR SECURED NOTE AGREEMENT REFERRED TO BELOW.
AMENDMENT NO. 2 TO RESOURCE HOLDINGS, INC. PROMISSORY NOTEPromissory Note • June 15th, 2012 • Resource Holdings, Inc. • Blank checks
This Amendment No. 2 to Promissory Note (the “Amendment”) is dated as of the 29th day of May, 2012, and is by and between _____________________ (the “Holder”) and RESOURCE HOLDINGS, INC., a Nevada corporation (the “Borrower”).
