EXHIBIT 10.3 FORM OF STOCK PURCHASE WARRANT ------------------------------ THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH...Ruby Mining Co • June 30th, 2005 • Metal mining • New York
EXHIBIT 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of June 23, 2005, by and among Ruby Mining Company, a Colorado corporation ("Company"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • June 30th, 2005 • Ruby Mining Co • Metal mining • New York
May 5, 2005 Ruby Mining Company 1 Securities Center Suite 304 3490 Piedmont Road Atlanta, GA 30305 Attention: G. Howard Collingwood, CEO RE: FINANCIAL ADVISORY AGREEMENT Dear G. Howard: Laidlaw & Company (UK) Ltd. ("Laidlaw") is pleased to act as the...Ruby Mining Co • June 30th, 2005 • Metal mining • New York
EXHIBIT 99.5 CONSULTING AGREEMENT Agreement made this 17th day of September, 2001, between RUBY MINING CORPORATION (hereafter referred to as "Corporation"), and RAYLEN PARRA (hereinafter referred to as "Consultant"): Company desires to engage...Consulting Agreement • September 20th, 2001 • Ruby Mining Co • Metal mining • Florida
EXHIBIT 99.2 AMENDMENT TO CONSULTING AGREEMENT THIS AMENDMENT TO CONSULTING AGREEMENT ("AMENDMENT") is made and entered into as of the 30th day of August, 2002, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and Barry S. Kaplan...Consulting Agreement • September 4th, 2002 • Ruby Mining Co • Metal mining
EXHIBIT 10.3 JOINT VENTURE AGREEMENT This Joint Venture Agreement [hereinafter "Agreement" or "JVA"] is entered into by Corazon & Corazon ["Corazon"] and Ruby Mining Company, d/b/a Admiralty Corporation ["Admiralty"], hereinafter "the Parties", for...Joint Venture Agreement • March 29th, 2005 • Ruby Mining Co • Metal mining
EXHIBIT 99.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 1st day of July, 2001, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and STEVEN A. CUNNINGHAM ("Consultant"). WHEREAS, Consultant is...Consulting Agreement • August 20th, 2001 • Ruby Mining Co • Metal mining • Georgia
EXHIBIT 10.5 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of June 20, 2005, by and among Ruby Mining Company, a Colorado corporation (the "Company"), and the secured parties signatory...Intellectual Property Security Agreement • September 26th, 2005 • Ruby Mining Co • Metal mining • New York
ContractAdmiralty Holding Co • August 14th, 2007 • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 6, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 23, 2005, by and among Ruby Mining Company, a Colorado corporation with its headquarters located at 3490 Piedmont Road, Suite 304, Atlanta,...Registration Rights Agreement • September 26th, 2005 • Ruby Mining Co • Metal mining • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation with its headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Corporation, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
Y = the number of Warrant Shares subject to this Warrant for which the Conversion Right is being exercised; A = the Market Price of the Common Stock (as defined below) as of the trading day immediately preceding the date of exercise of this Warrant; andRuby Mining Co • June 20th, 2002 • Metal mining • Georgia
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
EXHIBIT 99.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 1st day of January, 2002, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and STEVEN A. CUNNINGHAM ("Consultant"). WHEREAS, Consultant...Consulting Agreement • January 24th, 2002 • Ruby Mining Co • Metal mining • Georgia
EXHIBIT 10.6 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of June 23, 2005, among Ruby Mining Company, a Colorado corporation (the "Company"), G. Howard Collingwood and Murray D. Bradley, Jr. (the...Guaranty and Pledge Agreement • September 26th, 2005 • Ruby Mining Co • Metal mining • New York
EXHIBIT 99.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 15th day of September, 2001, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and JONATHAN LEWIS, a resident of Nevis, West Indies...Consulting Agreement • September 20th, 2001 • Ruby Mining Co • Metal mining
ContractExercise Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ContractStock Purchase Warrant • October 2nd, 2006 • Admiralty Holding Co • Metal mining • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 200__, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 23, 2005, by and among Ruby Mining Company, a Colorado corporation, with headquarters located at 3490 Piedmont Road, Suite 304, Atlanta, GA...Securities Purchase Agreement • June 30th, 2005 • Ruby Mining Co • Metal mining • New York
EXHIBIT 99.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 15th day of January, 2002, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and Raylen Parra ("Consultant"). WHEREAS, Consultant has...Consulting Agreement • January 24th, 2002 • Ruby Mining Co • Metal mining • Georgia
EXHIBIT 99.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 18th day of September, 2001, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and Ty R. Warren ("Consultant"). WHEREAS, Consultant is an...Consulting Agreement • September 20th, 2001 • Ruby Mining Co • Metal mining • Georgia
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of the 7th day of September, 2004, by and between RUBY MINING COMPANY, a Colorado corporation ("Ruby") and DIVERSIFIED FINANCIAL INVESTOR RELATIONS CONSULTANTS...Consulting Agreement • September 9th, 2004 • Ruby Mining Co • Metal mining • Georgia
ARTICLE 2 WARRANT OFFICE; OWNERSHIP, TRANSFER OF WARRANTWarrant And • August 12th, 2005 • Ruby Mining Co • Metal mining • Georgia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation, with headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of February 25, 2008, among Admiralty Holding Company, a Colorado corporation (the “Company”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
THIRD AMENDMENT TO PLAN AND AGREEMENT OF SHARE EXCHANGEPlan and Agreement • June 11th, 2001 • Ruby Mining Co • Metal mining
AMENDMENT TO PLAN AND AGREEMENT OF SHARE EXCHANGEPlan and Agreement • June 11th, 2001 • Ruby Mining Co • Metal mining
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2006 • Admiralty Holding Co • Metal mining • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2006, by and among Admiralty Holding Company, a Colorado corporation, with headquarters located at 3318 Hwy. 5 #504, Douglasville, GA 30135-2308 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EXHIBIT 2.5 STOCK PURCHASE AGREEMENT BETWEEN RUBY MINING COMPANY AND NOVA MARINE EXPLORATION, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of December 21, 2004, by and between NOVA MARINE EXPLORATION, INC.,...Stock Purchase Agreement • August 12th, 2005 • Ruby Mining Co • Metal mining • Washington
EXHIBIT 99.1 CONSULTING AGREEMENT This consulting agreement (the "Agreement"), made effective as of August 29, 2002, will confirm the understanding between RUBY MINING and its affiliates and/or subsidiaries (collective, the "Company") and TRACY S....Consulting Agreement • September 4th, 2002 • Ruby Mining Co • Metal mining • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2007 • Admiralty Holding Co • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2007, by and among Admiralty Holding Company, a Colorado corporation, with headquarters located at 3490 Piedmont Road, Suite 304, Atlanta, GA 30305 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EQUITY SOURCE PARTNERS 575 JERICHO TPKE JERICHO, NEW YORK 11753Admiralty Holding Co • October 2nd, 2006 • Metal mining • New York
Equity Source Partners, LLC (ESP) is pleased to act as the exclusive financial advisor to Admiralty Holdings Company (the “Company”) (stock symbol: ADMH) a Colorado corporation, in connection with your proposed capital transaction. The terms of our engagement are set forth below. We look forward to working with you.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 14th, 2007 • Admiralty Holding Co • Services-business services, nec • New York
SECOND AMENDMENT TO PLAN AND AGREEMENT OF SHARE EXCHANGEPlan and Agreement of Share • June 11th, 2001 • Ruby Mining Co • Metal mining
