FORM OF SECURITY AGREEMENTSecurity Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining • Nevada
This SECURITY AGREEMENT (“Agreement”) is made as of June [●], 2016, by and between STAR MOUNTAIN RESOURCES, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
SUBSCRIPTION AGREEMENT MyOtherCountryClub.comSubscription Agreement • July 9th, 2010 • MyOtherCountryClub.com • Services-business services, nec
FORM OF GUARANTY AGREEMENTGuaranty Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining • Nevada
This GUARANTY AGREEMENT is dated as of March 31, 2016 and effective as of June [●], 2016 (as amended, restated or modified from time to time, the “Guaranty”), and is made by BALMAT HOLDING CORP., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).
FORM OF PLEDGE AGREEMENTPledge Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining • Nevada
THIS PLEDGE AGREEMENT (as may be amended, restated or modified from time to time, this “Pledge Agreement”), dated as of March 31, 2016 but made effective as of June [●], 2016, is made by and between STAR MOUNTAIN RESOURCES, INC., a corporation incorporated under the laws of the State of Nevada, as pledgor (the “Pledgor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as pledgee (the “Pledgee”).
PURCHASE AGREEMENT AMONG STAR MOUNTAIN RESOURCES, INC. - AND - AVIANO FINANCIAL GROUP LLC - AND - NORTHERN ZINC LLC OCTOBER 13, 2015Purchase Agreement • October 16th, 2015 • Star Mountain Resources, Inc. • Metal mining • New York
The Purchaser, the Seller and the Company may be collectively referred to herein as the “Parties” and individually as a “Party.”
ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENTExtension Agreement • November 28th, 2012 • JAMESON STANFORD RESOURCES Corp • Metal mining
This ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENT (this “Extension Agreement”) is made as of October 24, 2012, by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation (“Jameson Stanford”), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford (“JSR Sub Co”), and Bolcán Mining Corporation, a Nevada corporation (“Bolcán”), and relates to that Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) dated May 7, 2012. Jameson Stanford, JSR Sub Co, and Bolcán may each be referred to herein as a “Party” and collectively as the “Parties.”
ContractCommon Stock Purchase • October 24th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining • Nevada
THIS COMMON STOCK PURCHASE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
MYOTHERCOUNTRYCLUB.COM STOCK SUBSCRIPTION OFFERStock Subscription Offer • July 27th, 2010 • MyOtherCountryClub.com • Services-business services, nec • Nevada
________________________________________________ (the "Undersigned"), whose address is listed below, hereby offers to subscribe for _____________ shares of Common Stock (the "Stock") of MYOTHERCOUNTRYCLUB.COM, (the "Company") whose address is 18124 Wedge Pkwy, Ste 1050, Reno, Nv 89511 The par value of the Common Stock is 0.001. The Undersigned agrees to pay $0.05 per share.
ContractJAMESON STANFORD RESOURCES Corp • August 29th, 2013 • Metal mining • Nevada
THIS NOTE, THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE, THE STOCK PURCHASE WARRANT ISSUABLE IN CONNECTION WITH THIS NOTE AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining
Pursuant to TCA Fund Management Group (“TCA”) having providing assistance to Star Mountain Resources, Inc. (the “Company”), the following scope of work and associated fees have been provided and earned as of this date.
FORM OF UNLIMITED GUARANTYUnlimited Guaranty • March 21st, 2016 • Star Mountain Resources, Inc. • Metal mining • New York
THIS UNLIMITED GUARANTY (referred to herein as “Guaranty”) is made on March __, 2016, by ____________, a ___ corporation, with an address of ___________, (referred to herein as “Guarantor”) with DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation, with an office located at 317 Washington Street, Watertown, NY 13601 (referred to herein as “Lender”).
AGREEMENT OF MUTUAL UNDERSTANDING & SETTLEMENTAgreement of Mutual Understanding • October 2nd, 2014 • JAMESON STANFORD RESOURCES Corp • Metal mining • Arizona
This Agreement is made and entered into this 18th day of September, 2014 by and between DONALD SUTHERLAND (“Sutherland”), an individual currently residing in the City of Mesa, AZ and JAMESON STANFORD RESOURCES CORPORATION, together with its wholly owned subsidiary Bolcan Mining Corporation (collectively, the “Company”) a public company with its principal office in the City of Tempe, AZ. Sutherland and the Company, each a (“Party”) and collectively (the “Parties”).
FORM OF SUBSCRIPTION AGREEMENT FOR OFFERING OF UNITSSubscription Agreement • June 17th, 2015 • Star Mountain Resources, Inc. • Metal mining • Nevada
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise additional working capital of up to US$1,000,000 through the sale to accredited investors only of up to 1,000 units of the Company’s securities at One Thousand Dollars ($1,000.00) per unit; with a minimum offering amount of US$500,000 (500 Units). Each Unit (as defined below) is comprised of Two Thousand (2,000) shares of common stock of the Company (the “Common Stock”), together with One (1) callable common stock purchase warrant entitling the bearer thereof to purchase Two Thousand (2,000) shares of common stock of the Company at One Dollar (US$1.00) per share for a period of three (3) years from the date of acquisition thereof, unless earlier called by the Company in the even
ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENTExtension Agreement • November 2nd, 2012 • JAMESON STANFORD RESOURCES Corp • Services-business services, nec
This ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENT (this “Extension Agreement”) is made as of July 24, 2012, by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation (“Jameson Stanford”), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford (“JSR Sub Co”), and Bolcán Mining Corporation, a Nevada corporation (“Bolcán”), and relates to that Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) dated May 7, 2012. Jameson Stanford, JSR Sub Co, and Bolcán may each be referred to herein as a “Party” and collectively as the “Parties.”
PROMISSORY NOTEPromissory Note • March 21st, 2016 • Star Mountain Resources, Inc. • Metal mining
FOR VALUE RECEIVED, ST. LAWRENCE ZINC COMPANY, LLC, a Delaware limited liability company, with an address of 408 Sylvia Lake Road, Gouverneur, New York 13642 and (hereinafter referred to as “Borrower”) hereby covenants and promises to pay to DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation with its principal office at Dulles State Office Building, 317 Washington Street, Watertown, New York 13601 (referred to herein as “Lender”), or order, at Lender’s address first above written or at such other address as Lender may designate in writing, the principal sum of FIVE HUNDRED THOUSAND AND 00/100ths ($500,000.00) Dollars, in lawful money of the United States of America, together with interest thereon computed from the date hereof as set forth herein, until paid in full.
Subscription AgreementExercise Agreement • November 5th, 2015 • Star Mountain Resources, Inc. • Metal mining • Nevada
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise additional working capital of up to US$2,000,000[1] (the “Offering Amount”) through the sale to accredited investors only of up to 4,000,000 units of the Company’s securities described below (the “Units”) at $0.50 per Unit. Each Unit is comprised of the following:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 24th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining • Nevada
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated October 18, 2013, is made by and between Jameson Stanford Resources, Corp., a Nevada corporation, inclusive of its wholly-owned subsidiary, Bolcán Mining Corporation, a Nevada corporation, (the “Debtor”), and Edward F. Brogan, an individual (the “Secured Party”) (together referred to as the “Parties”).
STOCK CANCELLATION AGREEMENTStock Cancellation Agreement • March 26th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 2nd, 2012 • JAMESON STANFORD RESOURCES Corp • Services-business services, nec • Utah
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of 30th day of June, 2012 (the “Effective Date”), by and between The Bolcan Group, LLC, a Utah limited liability company (“Seller”), and Bolcan Mining Corporation, a Nevada corporation (“Buyer”). Seller and Buyer may be referred to individually herein as a “Party” and collectively as the “Parties.”
St. Lawrence Zinc Company, LLC, as Mortgagor, to TCA GLOBAL CREDIT MASTER FUND, LP, as Mortgagee MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILINGMortgage, Security Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining • New York
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING, dated as of June 28, 2016, is made by St. Lawrence Zinc Company LLC, a Delaware limited liability company (“Mortgagor”), whose address is 8307 Shaffer Parkway, Suite 201, Littleton, Colorado 80127, to TCA GLOBAL CREDIT MASTER FUND, LP, as referred to below (in such capacity, “Mortgagee”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169. References to this “Mortgage” or “Security Instrument” shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument.
AMENDMENT TO CONVERTIBLE REDEEMABLE PROMISSORY NOTE AND PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 24th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining
This Amendment to Convertible Redeemable Promissory Note and Pledge and Security Agreement (this “Amendment”) is made this 18th day of October, 2013, by and between JAMESON STANFORD RESOURCES CORPORATION, a Nevada corporation (the “Company”), and JOESPH MARCHAL (the “Lender”). The Company and the Lender are collectively referred to herein as the “Parties”.
SUBSCRIPTION AGREEMENT FOR U.S. RESIDENTSSubscription Agreement • October 24th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining • Nevada
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to JAMESON STANFORD RESOURCES CORPORATION, a Nevada corporation (the “Company”), in connection with a private placement by the Company (the “Offering”) of $1,000,000 principal amount of its 12% Convertible Redeemable Promissory Note (the “Series B Note”) and warrants to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share for a period of two years after their issuance (the “Warrants”), as described in the Series B Note and Warrants attached to this Subscription Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 29th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining • Nevada
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated August 19, 2013, is made by and between Jameson Stanford Resources, Corp., a Nevada corporation, inclusive of its wholly-owned subsidiary, Bolcán Mining Corporation, a Nevada corporation, (the “Debtor”), and Joseph Marchal, an individual (the “Secured Party”) (together referred to as the “Parties”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 26th, 2013 • JAMESON STANFORD RESOURCES Corp • Metal mining • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 11TH day of May, 2012, by and among Bolcán Mining Corporation, a Nevada corporation (the “Company”), and J. Michael Christiansen, an individual residing in Nevada (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTConsent and Agreement • July 5th, 2016 • Star Mountain Resources, Inc. • Metal mining • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 31, 2016 and effective as of June 28, 2016 (the “Effective Date”), by and between STAR MOUNTAIN RESOURCES, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).
ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 7, 2012 BY AND AMONG JAMESON STANFORD RESOURCES CORPORATION (“Jameson Stanford”), a Nevada corporation, JSR SUB CO (“JSR Sub Co”), a Nevada corporation AND BOLCAN MINING CORPORATION (“Bolcan”),...Agreement and Plan of Merger • May 24th, 2012 • JAMESON STANFORD RESOURCES Corp • Services-business services, nec • Nevada
This Agreement and Plan of Merger (this “Agreement”), dated as of May 7, 2012, is by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation (“Jameson Stanford”), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford (“JSR Sub Co”) and Bolcan Mining Corporation, a Nevada corporation (“Bolcan”), JSR Sub Co and Bolcan being the constituent entities in the Merger.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 17th, 2015 • Star Mountain Resources, Inc. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made effective as of June ___, 2015 by and between STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), and ________________ (the “Subscriber”). The Company and Subscriber may collectively be referred to as the “Parties”.
ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 7, 2012 BY AND AMONG JAMESON STANFORD RESOURCES CORPORATION (“Jameson Stanford”), a Nevada corporation, JSR SUB CO (“JSR Sub Co”), a Nevada corporation AND BOLCAN MINING CORPORATIOAN (“Bolcan”),...Agreement and Plan of Merger • November 2nd, 2012 • JAMESON STANFORD RESOURCES Corp • Services-business services, nec • Nevada
This Agreement and Plan of Merger (this “Agreement”), dated as of May 7, 2012, is by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation (“Jameson Stanford”), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford (“JSR Sub Co”) and Bolcan Mining Corporation, a Nevada corporation (“Bolcan”), JSR Sub Co and Bolcan being the constituent entities in the Merger.
Form of Amendment to Common Stock Purchase WarrantCommon Stock Purchase Warrant • October 29th, 2014 • JAMESON STANFORD RESOURCES Corp • Metal mining
This Amendment to Common Stock Purchase Warrant (“Agreement”) is made as of October __, 2014, by and between Jameson Stanford Resources Corporation, a Nevada corporation (the “Company”), and ____________ (“Investor”) to amend certain sections of the Common Stock Purchase Warrant entered into by and among the parties hereto as it relates to the ______ Offering, as hereinafter defined.
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2015 • Star Mountain Resources, Inc. • Metal mining • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the eleventh day of February, 2015 (the “Effective Date”) by and between Star Mountain Resources, Inc., a Nevada public company having its principal place of business at 605 W. Knox Rd., Suite 202 Tempe, AZ 85284 (the “Employer”), and Mark Osterberg, an individual currently residing in the City of Marshfield, WI (the “Employee”). As used herein, the term “Parties” shall be used to refer to the Employer and Employee jointly.
SECURITY AGREEMENTSecurity Agreement • March 21st, 2016 • Star Mountain Resources, Inc. • Metal mining • New York
THIS SECURITY AGREEMENT (referred to herein as “Agreement”) is made March 15, 2016 by ST. LAWRENCE ZINC COMPANY, LLC, a Delaware limited liability company, with an address of 408 Sylvia Lake Road, Gouverneur, New York 13642 (referred to herein as “Debtor”) to DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation, with an office located at 111 Clinton Street, Watertown, New York 13601 (referred to herein as “Secured Party”).
Employment AgreementEmployment Agreement • November 25th, 2015 • Star Mountain Resources, Inc. • Metal mining • Colorado
This Employment Agreement (this “Agreement”) dated as of November 1, 2015 (the “Effective Date”), is entered into by and between Star Mountain Resources, Inc., a Nevada corporation (the “Company”), and Wayne E. Rich (the “Executive”).
