SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made as of May ___, 2005, by
and between Galaxy Minerals, Inc., a Florida corporation ("Debtor") and GCA
Strategic Investment Fund Limited, a Bermuda corporation ("Secured Party").
1. Definitions.
(a) Certain Defined Terms. The following terms, as used herein, have the
meanings set forth below:
"Accounts" means all of the following: (a) accounts receivable, contract
rights, book debts, notes, drafts and other obligations and indebtedness arising
from the sale, lease or exchange of goods or other property and/or the
performance of services; (b) rights in, to and under all purchase orders for
goods, services or other property; (c) rights to any goods, services or other
property represented by any of the foregoing (including returned or repossessed
goods and unpaid sellers' rights of rescission, replevin, reclamation and rights
to stoppage in transit); (d) monies due to or to become due under all contracts
for the sale, lease or exchange of goods or other property and/or the
performance of services (whether or not yet earned by performance); and (e)
Proceeds of any of the foregoing and all collateral security and guaranties of
any kind given by any Person with respect to any of the foregoing.
"Collateral" has the meaning assigned to that term in Section 3.
"Documents" means all "documents" (as defined in the UCC) or other
receipts covering, evidencing or representing goods.
"Event of Default" has the meaning assigned to that term in Section 9.
"General Intangibles" means all "general intangibles" (as defined in the
UCC), including, without limitation: (a) all agreements, leases, licenses and
contracts to which Debtor is or may become a party; (b) all obligations or
indebtedness owing to Debtor (other than Accounts) from whatever source arising;
(c) all tax refunds; (d) all intellectual property; (e) all choses in action and
causes of action; and (f) all trade secrets and other confidential information
relating to the business of Debtor.
"Instruments" means all "instruments," "chattel paper" or "letters of
credit" (each as defined in the UCC) including, but not limited to, promissory
notes, drafts, bills of exchange and trade acceptances.
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Note - means that certain Secured Note of even date herewith, in the
original principal amount of $2,200,000, made and executed by Debtor and issued
to Secured Party, and all amendments and supplements thereto, restatements
thereof and renewals, extensions, restructuring and refinancings thereof.
Person - means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and governments
and agencies and political subdivisions thereof.
Proceeds - means all proceeds of, and all other profits, rentals or
receipts, in whatever form, arising from the collection, sale, lease, exchange,
assignment, licensing or other disposition of, or realization upon, any
Collateral including, without limitation, all claims against third parties for
loss of, damage to or destruction of, or for proceeds payable under, or unearned
premiums with respect to, policies of insurance with respect to any Collateral,
and any condemnation or requisition payments with respect to any Collateral, in
each case whether now existing or hereafter arising.
Secured Obligations - has the meaning assigned to that term in Section 4.
Security Interests - means the security interests granted pursuant to
Section 3, as well as all other security interests created or assigned as
additional security for the Secured Obligations pursuant to the provisions of
this Agreement.
Securities Purchase Agreement - means that certain Securities Purchase
Agreement of even date herewith, by and between Debtors and Secured Party.
UCC - means the Uniform Commercial Code as in effect on the date hereof in
the State of Florida, provided that if by reason of mandatory provisions of law,
the perfection or the effect of perfection or non-perfection of the Security
Interest in any Collateral or the availability of any remedy hereunder is
governed by the Uniform Commercial Code as in effect on or after the date hereof
in any other jurisdiction, "UCC" means the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof relating to
such perfection or effect of perfection or non-perfection or availability of
such remedy.
2. Other Definition Provisions. References to "Sections", "subsections",
"Exhibits" and "Schedules" shall be to Sections, subsections, Exhibits and
Schedules, respectively, of this Agreement unless otherwise specifically
provided. Any of the terms defined in Section 1(a) may, unless the context
otherwise requires, be used in the singular or the plural depending on the
reference. All references to statutes and related regulations shall include
(unless otherwise specifically provided herein) any amendments of same and any
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3. Grant of Security Interests
In order to secure the payment and performance of the Secured Obligations
in accordance with the terms thereof, Debtors hereby grant to Secured Party a
continuing security interest in and to all right, title and interest of Debtors
in the collateral (and any Proceeds therefrom) described on Exhibit A hereto,
whether now owned or existing or hereafter acquired or arising (all being
collectively referred to as the "Collateral").
4. Security for Obligations
This Agreement secures the payment and performance of the Securities
Purchase Agreement and the Note, and all renewals, extensions, restructuring and
refinancings thereof (the "Secured Obligations").
5. Representations and Warranties. Debtors represent and warrant as follows:
(a) Binding Obligation. This Agreement is the legally valid and binding
obligation of Debtors, enforceable against Debtors in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws or equitable principles relating to or limiting
creditor's rights generally.
(b) Ownership of Collateral. Debtors own the Collateral free and clear of
any lien, security interest or encumbrance. No effective financing statement or
other form of lien notice covering all or any part of the Collateral is on file
in any recording office.
(c) Office Locations; Debtors Names.
(i) As of the date hereof, the chief place of business, the chief
executit 12 12 ve office and the office where each of the Debtors
keeps its books and records is located at the place specified on
Schedule 5(d)(i) hereto. Except as set forth on Schedule 5(d)(i),
Debtors have not maintained any other address at any time during the
five years preceding the date hereof.
(ii) Debtors do not do business nor, as of the date hereof, has it
done business during the past five years under any corporate name,
trade name or fictitious business name except for Debtors' corporate
name set forth above and except as disclosed on Schedule 5(d)(ii)
hereto.
(d) Perfection. This Agreement, together with the UCC filings referenced
herein, create to secure the Secured Obligations a valid, perfected and first
priority security interest in the Collateral, and all filings and other actions
necessary or desirable to perfect and protect such security interest have been
duly taken.
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(e) Governmental Authorizations; Consents. No authorization, approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or consent of any other Person is required either (i) for the
grant by Debtors of the Security Interests granted hereby or for the execution,
delivery or performance of this Agreement by Debtors or (ii) for the perfection
of or the exercise by Secured Party of its rights and remedies hereunder (except
as may have been taken by or at the direction of Debtors or Secured Party) other
than the filing of financing statements in connection with the perfection of the
Security Interests.
(f) Value of Collateral. The aggregate value of the collateral as of the
date hereof is equal to not less than $3,000,000.
(g) Accurate Information. All information heretofore, herein or hereafter
supplied to Secured Party by or on behalf of Debtors with respect to the
Collateral is and will be accurate and complete in all material respects.
6. Further Assurances; Covenants
(a) Other Documents and Actions. Debtors will, from time to time, at their
expense, promptly execute and deliver all further instruments and documents and
take all further action that may be necessary or desirable, or that Secured
Party may reasonably request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, Debtors will: (i)
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as Secured Party may reasonably request, in order to perfect and
preserve the security interests granted or purported to be granted hereby; (ii)
at any reasonable time, upon demand by Secured Party exhibit the Collateral to
allow inspection of the Collateral by Secured Party or persons designated by
Secured Party; and (iii) upon Secured Party's request, appear in and defend any
action or proceeding that may affect Debtors' title to or Secured Party's
security interest in the Collateral.
(b) Secured Party Authorized. Debtors hereby authorize Secured Party to
file one or more financing or continuation statements, and amendments thereto,
relating to all or any part of the Collateral without the signatures of Debtors
where permitted by law.
(c) Corporate or Name Change. Debtors will notify Secured Party promptly
in writing at least 30 days prior to (a) any change in Debtors' name and (b)
Debtors' commencing the use of any trade name, assumed name or fictitious name.
(d) Business Locations. Debtors shall give Secured Party thirty (30) days'
prior written notice of any change in its chief place of business or of any new
location of business or any new location for any of the Collateral. With respect
to any new location (which in any event shall be within the continental United
States), Debtors shall execute such documents and take such actions as Secured
Party reasonably deems necessary to perfect and protect the Security Interests.
(e) Bailees. No Collateral shall at any time be in the possession or
control of any warehouseman, bailee or Debtors' agents or processors without
Secured Party's prior written consent and unless Secured Party, if Secured Party
has so requested, has received warehouse receipts or bailee letters reasonably
satisfactory to Secured Party prior to the commencement of such storage. Debtors
shall, upon the request of Secured Party, notify any such warehouseman, bailee,
agent or processor of the Security Interests.
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(f) Insurance. Debtors shall maintain insurance with respect to the
Collateral of types and in amounts that are customary for similarly situated
businesses. Debtors hereby direct all insurers under such policies of insurance
with respect to its assets to pay all material proceeds of such insurance
policies to Secured Party.
(g) Taxes and Claims. Debtors will pay (i) all taxes, assessments and
other governmental charges imposed upon the Collateral before any penalty
accrues thereon and (ii) all claims (including claims for labor, services,
materials and supplies) for sums that have become due and payable and that by
law have or may become a lien upon any of the Collateral before any penalty or
fine is incurred with respect thereto; provided that no such tax, charge or
claim need be paid if a Debtors are contesting same in good faith by appropriate
proceedings promptly instituted and diligently conducted and if Debtors have
established such reserve or other appropriate provision, if any, as shall be
required in conformity with generally accepted accounting principles
consistently applied.
(h) Collateral Description. Debtors will furnish to Secured Party, from
time to time, statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as Secured
Party may reasonably request, all in reasonable detail.
(i) Use of Collateral; Renegotiation of Terms of Debenture. Debtors will
not use or permit any Collateral to be used unlawfully or in violation of any
provision of this Agreement or any applicable statue, regulation or ordinance or
any policy of insurance covering any of the Collateral.
(j) Records of Collateral. Debtors shall keep full and accurate books and
records relating to the Collateral and shall stamp or otherwise xxxx such books
and records in such manner as Secured Party may reasonably request indicating
that the Collateral is subject to the Security Interests.
(k) Other Information. Debtors will, promptly upon request, provide to
Secured Party all information and evidence it may reasonably request concerning
the Collateral to enable Secured Party to enforce the provisions of this
Agreement.
7. Secured Party Appointed Attorney-in-Fact. Debtors hereby irrevocably appoint
Secured Party as its attorney-in-fact, with full authority in the place and
stead of Debtors and in the name of Debtors, Secured Party or otherwise, from
time to time in Secured Party's discretion to take any action and to execute any
instrument that Secured Party may deem necessary or advisable after the
occurrence and during the continuation of an Event of Default to accomplish the
purposes of this Agreement, including, without limitation:
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(a) to obtain and adjust insurance required to be paid to Secured Party;
(b) to ask, demand, collect, xxx for, recover, compound, receive and give
acquittance and receipts for monies due and to become due under or in respect of
any of the Collateral;
(c) to file any claims or take any action or institute any proceedings
that Secured Party may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of Secured Party with respect
to any of the Collateral;
(d) to pay or discharge taxes or liens, levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Secured Party in its
sole discretion, and such payments made by Secured Party to become obligations
of Debtors, due and payable immediately without demand and secured by the
Security Interests; and
(e) generally to sell, transfer, pledge, make any agreement with respect
to or otherwise deal with any of the Collateral as fully and completely as
though Secured Party were the absolute owner thereof for all purposes, and to
do, at Secured Party's option and Debtors' expense, at any time or from time to
time, all acts and things that Secured Party deems necessary to protect,
preserve or realize upon the Collateral.
Neither Secured Party nor any Person designated by Secured Party shall be liable
for any acts or omissions or for any error of judgment or mistake of fact or law
other than as a result of Secured Party's or such Person's gross negligence or
willful misconduct. This power, being coupled with an interest, is irrevocable
so long as this Agreement shall remain in force.
8. Transfers and Other Liens
Debtors shall not without Secured Party's prior written consent:
(a) Sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral.
(b) Create or suffer to exist any lien, security interest or other charge
or encumbrance upon or with respect to any of the Collateral to secure
indebtedness of any Person except for the security interest created by this
Agreement.
9. Events of Default.
The occurrence of any one or more of the following events shall constitute
an Event of Default by Debtor under this Agreement:
(a) General Default. Debtor shall fail to observe or perform any covenant,
obligation, term or condition contained in the Securities Purchase Agreement,
the Note, or this Agreement.
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(b) Nonpayment. Debtor shall fail to pay any principal, interest or other
amount owing under the Note or Securities Purchase Agreement when and as the
same shall be due and payable.
(c) Material Misrepresentations. Any representation or warranty set forth
herein shall prove to be false in any material respect.
(d) Going Concern. Debtor shall terminate their corporate existence or
shall cease to operate as a going concern.
(e) Judgments. A judgment shall be entered against either Debtor or a
warrant of execution or similar process shall be issued or levied against its
property and within thirty (30) days after such judgment, warrant or process
shall not have been paid in full or proper appeal of the same made.
(f) Debtor Relief - Voluntary. Debtor shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing.
(g) Debtor Relief - Involuntary. Any involuntary case or other proceeding
shall be commenced against Debtor seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of thirty (30) days; or an
order for relief shall be entered against Debtor under the federal bankruptcy
laws as now or hereafter in effect.
(h) Termination. Debtor or any other party to the agreements identified on
Exhibit A shall breach or terminate the agreement during the term of the Secured
Obligation held by Secured Party.
(i) Other. The occurrence any "Event of Default" as that term is defined
in Securities Purchase Agreement.
10. Remedies
(a) If any Event of Default shall have occurred and be continuing, Secured
Party may declare the entire outstanding principal amount of the Note
immediately due and payable, provided that upon the occurrence of any Event of
Default set forth in Section 9(f) or 9(g), the outstanding principal amount of
the Note shall become automatically due and payable, without any notice, demand
or other action on the part of Secured Party.
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(b) If any Event of Default shall have occurred and be continuing, Secured
Party may exercise in respect of the Collateral, in addition to all other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party on default under the UCC (whether or not the UCC
applies to the affected Collateral) and also may: (i) require Debtor to, and
Debtor hereby agree that it will, at its expense and upon request of Secured
Party forthwith, assemble all or part of the Collateral as directed by Secured
Party and make it available to Secured Party at a place to be designated by
Secured Party which is reasonably convenient to both parties; (ii) without
notice or demand or legal process, enter upon any premises of Debtor and take
possession of the Collateral; (iii) without notice except as specified below,
sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any of Secured Party's offices or elsewhere, at such time or
times, for cash, on credit or for future delivery, and at such price or prices
and upon such other terms as Secured Party may deem commercially reasonable;
(iv) notify the obligors on any Instruments to make payments thereunder directly
to Secured Party; and (v) without notice to Debtor, renew, modify or extend any
of the Instruments or grant waivers or indulgences with respect thereto or
accept partial payment thereof, or substitute any obligor thereon, in any manner
as Secured Party may deem advisable, without affecting or diminishing Debtor's
continuing obligations hereunder. Debtor agree that, to the extent notice of
sale shall be required by law, at least ten days' notice to Debtor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. At any sale of the Collateral, if
permitted by law, Secured Party may bid (which bid may be, in whole or in part,
in the form of cancellation of indebtedness) for the purchase of the Collateral
or any portion thereof for the account of Secured Party. Secured Party shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given. Secured Party may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefore, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. To the extent permitted by law, Debtor hereby specifically waives all
rights of redemption, stay or appraisal which it has or may have under any law
now existing or hereafter enacted.
(c) Upon the occurrence of an Event of Default hereunder, Secured Party
shall have the right to enter upon the premises of Debtor where the Collateral
is located (or is believed to be located) without any obligation to pay rent to
Debtor, or any other place or places where the Collateral is believed to be
located and kept, to render the Collateral useable or saleable, to remove the
Collateral therefrom to the premises of Secured Party or any agent of Secured
Party for such time as Secured Party may desire in order to effectively collect
or liquidate the Collateral, and/or to require Debtor to assemble the Collateral
and make it available to Secured Party at a place or places to be designated by
Secured Party. Upon the occurrence of an Event of Default hereunder, Secured
Party shall have the right to take possession of Debtor's original books and
records, to obtain access to Debtor's data processing equipment, computer
hardware and software relating to the Collateral and to use all of the foregoing
and the information contained therein in any manner Secured Party deems
appropriate; and Secured Party shall have the right to notify postal authorities
to change the address for delivery of Debtor's mail to an address designated by
Secured Party and to receive, open and dispose of all mail addressed to Debtor.
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11. Limitation on Duty of Secured Party with Respect to Collateral. Beyond the
safe custody thereof, Secured Party shall have no duty with respect to any
Collateral in its possession or control (or in the possession or control of any
agent or bailee) or with respect to any income thereon or the preservation of
rights against prior parties or any other rights pertaining thereto. Secured
Party shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property. Secured
Party shall not be liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason of the act or
omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by Secured Party in good faith.
12. Application of Proceeds. Upon the occurrence and during the continuance of
an Event of Default, the proceeds of any sale of, or other realization upon, all
or any part of the Collateral shall be applied: first, to all fees, costs and
expenses incurred by Secured Party with respect to the Collateral; and second,
to the Secured Obligations. Secured Party shall pay over to Debtor any surplus
and Debtor shall remain liable for any deficiency.
13. Expenses. Debtor agrees to pay all insurance expenses and all expenses of
protecting, storing, warehousing, appraising, insuring, handling, maintaining
and shipping the Collateral, all costs, fees and expenses of perfecting and
maintaining the Security Interests, and any and all excise, property, sales and
use taxes imposed by any state, federal or local authority on any of the
Collateral, or with respect to periodic appraisals and inspections of the
Collateral, or with respect to the sale or other disposition thereof. If Debtor
fail promptly to pay any portion of the above expenses when due or to perform
any other obligation of Debtor under this Agreement, Secured Party may, at its
option, but shall not be required to, pay or perform the same, and Debtor agree
to reimburse Secured Party therefore on demand. All sums so paid or incurred by
Secured Party for any of the foregoing, any and all other sums for which Debtor
may become liable hereunder and all costs and expenses (including attorneys'
fees, legal expenses and court costs) incurred by Secured Party in enforcing or
protecting the Security Interests or any of their rights or remedies under this
Agreement shall be payable on demand, shall constitute Secured Obligations,
shall bear interest until paid at the rate provided in the Note and shall be
secured by the Collateral.
14. Termination of Security Interests; Release of Collateral. Upon payment in
full of all Secured Obligations, the Security Interests shall terminate and all
rights to the Collateral shall revert to Debtor. Upon such termination of the
Security Interests or release of any Collateral, Secured Party will, at the
expense of Debtor, execute and deliver to Debtor such documents as Debtor shall
reasonably request to evidence the termination of the Security Interests or the
release of such Collateral, as the case may be.
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15. Notices. Each notice, communication and delivery under this Agreement: (a)
shall be made in writing signed by the party giving it; (b) shall specify the
section of this Agreement pursuant to which given; (c) shall either be delivered
in person or by telecopier, a nationally recognized next business day courier
service or Express Mail; (d) unless delivered in person, shall be given to the
address specified below; (e) shall be deemed to be given (i) if delivered in
person, on the date delivered, (ii) if sent by telecopier, on the date of
telephonic confirmation of receipt, (iii) if sent by a nationally recognized
next business day courier service with all costs paid, on the next business day
after it is delivered to such courier, or (iv) if sent by Express Mail (with
postage and other fees paid), on the next business day after it is mailed. Such
notice shall not be effective unless copies are provided contemporaneously as
specified below, but neither the manner nor the time of giving notice to those
to whom copies are to be given (which need not be the same as the addressee)
shall control the date notice is given or received. The addresses and
requirements for copies are as follows:
If to Debtor:
Galaxy Minerals, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Telecopier No. 000-000-0000
Confirmation No. 000-000-0000
Attn: President
If to Secured Party:
GCA Strategic Investment Fund Limited
Mechanics Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx XX XX
Xxxxxxx
Attn: Xxxxx X. Xxxxxx
Telecopier No.678-947- 6499
Confirmation No.000-000-0000
with a copy to:
Global Capital Advisors, LLC
X.X. Xxx 000
Xxxxxxxxxxxx, XXXX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopier No. 000-000-0000
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16. Waivers, Non-Exclusive Remedies, Severability. Except as otherwise expressly
set forth in any particular provision of this Agreement, any consent or approval
required or permitted by this Agreement to be given by Secured Party may be
given, and any term of this Agreement or of any other instrument related hereto
or mentioned herein may be amended, and the performance or observance by Debtor
of any term of this Agreement, the Securities Purchase Agreement or the Note may
be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written specific consent of Secured
Party. No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon. No course of dealing or delay or
omission on the part of Secured Party in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon
Debtor shall entitle Debtor to other or further notice or demand in similar or
other circumstances. The rights in this Agreement, the Securities Purchase
Agreement and the Note are cumulative and are not exclusive of any other
remedies provided by law. The invalidity, illegality or unenforceability of any
provision in or obligation under this Agreement shall not affect or impair the
validity, legality or enforceability of the remaining provisions or obligations
under this Agreement.
17. Successors and Assigns. This Agreement is for the benefit of Secured Party
and its successors and assigns, and in the event of an assignment of all or any
of the Secured Obligations, the rights hereunder, to the extent applicable to
the Secured Obligations so assigned, may be transferred with such Secured
Obligations. This Agreement shall be binding on Debtor and their successors and
assigns, provided that Debtor shall not assign this Agreement without Secured
Party's prior written consent.
18. Changes in Writing. No amendment, modification, termination or waiver of any
provision of this Agreement or consent to any departure by Debtor therefrom,
shall in any event be effective without the written concurrence of Secured Party
and Debtor.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to the
conflicts of law principles thereof.
20. Headings. Cross reference pages and headings contained herein are for
convenience of reference only, do not constitute a part of this Agreement, and
shall not be deemed to limit or affect any of the provisions hereof.
21. Counterparts. This Agreement may be executed by each party upon a separate
copy, and in such case one counterpart of this Agreement shall consist of enough
of such copies to reflect the signatures of all of the parties. This Agreement
may be executed in two or more counterparts, each of which shall be an original,
and each of which shall constitute one and the same agreement. Any party may
deliver an executed copy of this Agreement and of any documents contemplated
hereby by facsimile transmission to another party and such delivery shall have
the same force and effect as any other delivery of a manually signed copy of
this Agreement or of such other documents.
Signature Page Follows
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DULY EXECUTED and delivered by the parties on the date first written
above.
Galaxy Minerals, Inc.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
GCA STRATEGIC INVESTMENT FUND LIMITED
By:
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Name:
--------------------------------
Title:
-------------------------------
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EXHIBIT A
COLLATERAL
All of Debtor's rights, title and interest, including proceeds thereof, in the
following:
1. Memorandum of Joint Venture Agreement relating to the Yellow Jacket and
Phoenix Mines and adjoining areas (Arizona, USA) between Yellow Jacket Finance
and Stealth Enterprises, Inc. and Oro Xxxxxx Mining, LLC effective as of the
14th day of February, 2004.
2. Project Acquisition Agreement between Galaxy Minerals, Inc. and
Searchlight Exploration, LLC and The XxXxxxxx/Xxxxxx New Jersey Trust dated as
of October 31, 2004.
3. Bonanza Gold Project Acquisition Agreement between Galaxy Minerals,
Inc. and Searchlight Exploration, LLC dated as of March 14, 2005.
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SCHEDULE 5(d)(i)
000 Xxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000
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SCHEDULE 5.2(d)(ii)
Not Applicable
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