EXHIBIT 10.1 ------------ Name of Investor:_____________________ Addendum to subscription agreement dated July 1, 2006 Element 21 Golf Company 200 Queens Quary East, Unit 1 Toronto, Ontario, Canada, M5J2L4 The undersigned ("Investor") agrees to amend...Subscription Agreement • November 6th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec
CONSULTING AGREEMENTConsulting Agreement • February 11th, 2011 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec • Nevada
This Consulting Agreement (the "Agreement"), effective as of October 1, 2010 is entered into by and between, American Rare Earths and Materials, Corp., a Nevada corporation (herein referred to as the "Company"), and Altaf Kassam (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.
Exhibit 4.4 LEGAL CONSULTING AGREEMENT This Agreement is made and entered into as of the 19th day of January, 2001 by and between JOHN B. LOWY, ESQ. ("JBL"), with principal offices at 645 Fifth Avenue, New York, NY 10022, and BIORELEASE CORP., a...Legal Consulting Agreement • February 5th, 2001 • Biorelease Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 4.1 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED...Common Stock Purchase Warrant • December 1st, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT...Common Stock Purchase Warrant • February 14th, 2008 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Company, a Delaware corporation (the “Company”), recognizes that it has an employment agreement with Nataliya Hearn, or any transferee or assignee of this Warrant (the “Warrantholder”), and Nataliya Hearn is entitled to receive Warrants at her option on lieu of cash salary from time to time, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the“Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This Consulting Agreement (the “Agreement”), effective as of September 15, 2008 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the “Company”), and David Sindalovsky, (herein referred to as the “Consultant”). This agreement supersedes any prior oral or written agreements between the parties hereto.
ELEMENT 21 GOLF COMPANY 10% CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 23rd, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of _____________ (the “Lender”), the principal amount of __________ ($______) on May 14, 2007 (the “Maturity Date”) plus accrued and unpaid interest.
SUBSCRIPTION AGREEMENT forSubscription Agreement • June 19th, 2007 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYCommon Stock Purchase Warrant • May 23rd, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, _____________, or his/her/its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to the Per Share Price (as defined below) subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), such number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”) as shall be equal to the Warrant Exercise Number (as defined below). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”. The term “Per Share Price” shall mean the lesser of (i) $0.175, or (ii) the ten day trading average of shares of the Common Stock on the OTC Bulletin Board for the ten trading days ending on the day immediately prior to the date of
Joint Filing AgreementJoint Filing Agreement • May 5th, 2010 • Element 21 Golf Co • Sporting & athletic goods, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
ELEMENT 21 GOLF COMPANYEmployment Agreement • February 14th, 2008 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ John T. Grippo as its Chief Financial Officer. Mr. Grippo will work part time as an independent contractor, while serving as Chief Financial Officer. The term of employment will begin January 1, 2008 for one year, renewable for an additional term. The total term of this contract is two years. During the term of this agreement Element will pay Mr. Grippo $4,500 in cash per month and $7,500 in Element common stock per month. The amount of stock to be issued will be based upon the average closing price of Element common stock during the month. The Element common stock will be issued within 30 days of the end of each month and will be registered stock. Element will reimburse Mr. Grippo’s expenses incurred on behalf of Element. Element will not require Mr. Grippo to relocate.
CONTRACT BETWEEN JEFF MANORE, PRO-GOLF TAECHING ACADEMY LLC AND ELEMENT 21 GOLF (AREM)Contract • February 11th, 2011 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec
ELEMENT 21 GOLF COMPANYEmployment Agreement • February 14th, 2008 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ Nataliya Hearn as its President and CEO. Dr. Hearn will work full time as an independent contractor, while serving as President and CEO. The term of employment will begin January 1, 2008 for one year, renewable for additional two terms. The total term of this contract is three years. During the term of this agreement Element will pay Dr. Hearn $20,000 per month in cash or four year warrants stock (exercise price of $0.01 per share) at the election of Dr. Hearn. The Element warrants will be issued on monthly basis. Element will reimburse Dr. Hearn’s expenses incurred on behalf of Element. The value of the warrants is set at the closing price the last day of each month. Dr. Hearn will also receive a stock option package of 2,000,000 per year at an exercise price of $0.08 for 2007 and 2008. Dr. Hearn will receive a stock option package of 2,000,000 per year at an exercise price of $0.16 for 2009, 2010 if the contract is renewed in that year.
ELEMENT 21 GOLF COMPANYEmployment Agreement • May 15th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ Nataliya Hearn as its President and CEO. Dr. Hearn will work full time as an independent contractor, while serving as President and CEO. The term of employment will begin January 1, 2009 for one year, renewable for additional two terms. The total term of this contract is three years. During the term of this agreement Element will pay Dr. Hearn $20,000 per month in cash/stock or option as requested by Dr. Hearn. The value of the shares is set at the closing price of the 5 day closing average as of the date of this agreement ($0.12). The Element common stock will be issued on monthly basis. Element will reimburse Dr. Hearn’s expenses incurred on behalf of Element. Dr. Hearn will also receive a stock option package of 200,000 per year at an exercise price of $0.12.
January 20 , 2009 Element 21 Golf CompanyConvertible Note • February 5th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 15th, 2010 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec • Dorset
This Consulting Services Agreement (“Agreement”), dated January 1, 2010 is made by and between Dorset Solutions Inc., a Canadian corporation, and its representative Philip Clark (collectively referred to as the “Consultant”), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and Element 21 Golf Company, a Delaware corporation (“Company”), having its principal place of business at 200 Queen’s Quay East, Unit 1, Toronto, Ontario M5A 4K9.
AMENDED AND RESTATED ACQUISITION AGREEMENT 1Acquisition Agreement • November 6th, 2002 • BRL Holdings Inc • Biological products, (no disgnostic substances) • Delaware
ELEMENT 21 GOLF COMPANYEmployment Agreement • October 15th, 2010 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ Nataliya Hearn as its President and CEO. Dr. Hearn will work full time as an independent contractor, while serving as President and CEO. The term of employment will begin January 1. 2009 for one year, renewable for additional two terms. The total term of this contract is three years. During the term of this agreement Element will pay Dr. Hearn $20,000 per month in cash/stock or option as requested by Dr. Hearn. The value of the shares is set at the closing price of the 5 day closing average as of the date of this agreement ($0.12). The Element common slock will be issued on monthly basis. Element will reimburse Dr. Heanrs expenses incurred on behalf of Element. Dr. Hearn will also receive a stock option package of 200.000 per year at an exercise price of $0.12.
ELEMENT 21 GOLF COMPANY 10% CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of _____________ (the “Lender”), the principal amount of __________________________ ($_________) on the earlier to occur of the consummation of the Equity Financing (as defined below) and February 6, 2007 (the “Maturity Date”) plus accrued an unpaid interest.
RECITALSConsulting Agreement • July 22nd, 2005 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
OMNIOFFICES(R) Agreement for Office Space This Agreement made January 15, 1997 by and between OMNIOFFICES/Denver Tech, Inc. ("Lessor") having offices at Suite 700 in that certain building located at 4600 South Ulster Street, Denver, CO 80237 (the...Office Space Lease Agreement • January 18th, 2000 • Biorelease Corp • Biological products, (no disgnostic substances)
October 21, 2010 RE: CONTRACT REVISIONS This letter confirms that AREM and Henry Waszczuk (Fins and Skins Media and related entitles) have amended their original agreement Henry Waszczuk acknowledges that all compensation from previously signed...Contract Revisions • February 11th, 2011 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec
ELEMENT 21 GOLF COMPANYEmployment Agreement • May 15th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ John T. Grippo as its Chief Financial Officer. Mr. Grippo will work part time as an independent contractor, while serving as Chief Financial Officer. The term of employment will begin January 1, 2008 for one year, renewable for an additional term. The total term of this contract is two years. During the term of this agreement Element will pay Mr. Grippo $4,500 in cash per month and $7,500 in Element common stock per month. The amount of stock to be issued will be based upon the average closing price of Element common stock during the month. The Element common stock will be issued within 30 days of the end of each month and will be registered stock. Element will reimburse Mr. Grippo’s expenses incurred on behalf of Element. Element will not require Mr. Grippo to relocate.
PATENT LICENSEPatent License Agreement • July 9th, 2007 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This Agreement is entered into as of June 21, 2007, by and between Advanced Light Alloys Corporation aka ALA Corporation, a Barbados corporation having its principal place of business in St. Philip, Barbados, hereinafter referred to as “Licensor,” and Element 21 Golf Company, a Delaware corporation having its principal place of business in Toronto, Canada, hereinafter referred to as “Licensee.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 13th, 2011 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec • Ontario
This Consulting Services Agreement (“Agreement”), dated January 1, 2011 is made by and between Philip Clark (referred to as the “Consultant”), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and American Rare Earths and Materials, Corp., a Nevada corporation (“Company”), having its principal place of business at 200 Queen’s Quay East, Unit 1, Toronto, Ontario M5A 4K9.
TRADEMARK LICENSE AND PRODUCT DISTRIBUTION AGREEMENTTrademark License and Product Distribution Agreement • January 20th, 2010 • Element 21 Golf Co • Sporting & athletic goods, nec • California
This Trademark License and Product Distribution Agreement (hereinafter “Agreement”), is effective as of the 14 day of January, 2010 (hereinafter “Agreement Date”), and is made by and between Zeroloft Corp (hereinafter “LICENSOR”), a Wyoming corporation having a legal address of 2710 Thomes Avenue, Cheyenne, Wyoming 82001, and Element 21 Sports Company (hereinafter “LICENSEE”), a Delaware corporation having a legal address of 200 Queens Quay East, Unit # 1, Toronto, Ontario M5A 4K9 Canada (together, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • October 15th, 2010 • American Rare Earths & Materials, Corp. • Sporting & athletic goods, nec • New York
This Consulting Agreement (the "Agreement"), effective as of May 1, 2010 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Charles E. Fitzgerald (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ________________, or his assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to the Per Share Price (as defined below) subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), such number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”) as shall be equal to the Warrant Exercise Number (as defined below). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”. The term “Per Share Price” shall mean (i) from and after the consummation of the Equity Financing, the price per share (or price per unit, as the case may be) paid by the investors participating in the Equity Financing for the equity se
ELEMENT 21 GOLF COMPANY SERIES A CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT AND ACKNOWLEDGEMENTSeries a Convertible Preferred Stock Exchange Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This Series A Convertible Preferred Stock Exchange Agreement and Acknowledgement (this “Agreement”) is entered into as of February 22, 2006, between Element 21 Golf Company, a Delaware corporation (the “Corporation”), and [Individual], an individual residing at [Address], (the “Stockholder”).
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ASA Commerce, or assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to $.01 per share, subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), ONE MILLION (1,000,000) shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”.
Re: Investment Banking Agreement with Legend Securities, Inc. Dear Ms. Hearn,Investment Banking Agreement • December 15th, 2009 • Element 21 Golf Co • Sporting & athletic goods, nec
This letter (the "Agreement") shall confirm the engagement of Legend Securities, Inc., ("Legend") by Element 21 Sports Co. (the "Company" and collectively the "Parties") for purposes of providing, on a non-exclusive basis, investor awareness and business advisory services as set forth below in consideration for the fees and compensation described hereinafter:
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant to Purchase Common Stock • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ________________, or his assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to $0.17 subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), One Million Eighty One Thousand and Eighty One (1,081,081) shares of common stock, par value $0.01 per share (“Common Stock”), of the Company. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”.
ContractEmployment Agreement • October 13th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Co. (Element) agrees to employ John T. Grippo as its Chief Financial Officer. Mr. Grippo will work part time as an independent contractor, while serving as Chief Financial Officer. The initial term of employment will begin March 1, 2006 and expire the earlier of the raising of $1,000,000 of its expected convertible debt offering or August 31,2006. During the initial term of this agreement Element will pay Mr. Grippo $3,000 in cash per month and $5,000 in Element common stock per month. The amount of stock to be issued will be based upon the lowest closing price of Element common stock during the initial period. The Element common stock will be issued within 30 days of the end of the initial period. Element will reimburse Mr. Grippo’s expenses incurred on behalf of Element. Element will not require Mr. Grippo to relocate.
MANAGEMENT AGREEMENTManagement Agreement • January 20th, 2010 • Element 21 Golf Co • Sporting & athletic goods, nec • New York
This Management Agreement (hereinafter “Agreement”) is effective as of the 14 day of January 2010 (hereinafter “Agreement Date”), and is made by and between Zeroloft Corp. (hereinafter “Zeroloft”), a Wyoming corporation having a legal address of 2710 Thomes Avenue, Cheyenne, Wyoming, 82001 and Element 21 Golf Company (hereinafter “E21 Sports”), a Delaware corporation having a legal address of 200 Queens Quay East, Unit # 1, Toronto, Ontario M5A 4K9 Canada (together, the “Parties”).
