ContractWarrant Agreement • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Nevada
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Logic International Consulting Group, L.L.C. or assignee, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effective date hereof, November 29, 2011 and on or prior to the close of business on the fifth (5th) anniversary of the effective date of this Warrant, November 29, 2016, (the “Termination Date”), to subscribe for and purchase from U.S. Rare Earths, Inc., a Nevada corporation (the “Company”), the number of shares of common stock, par value $0.00001 per share of the Company (the “Common Stock”), which shall be equal to 700,000 (the “Warrant Shares”) as provided below. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(a) below, as adjusted.
PROMISSORY NOTEPromissory Note • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Arkansas
[This Promissory Note is entered into pursuant to the terms of that certain Agreement and Plan of Merger dated July 18, 2011, by and among, Colorado Rare Earths, Inc., a Nevada corporation now know as U.S. Rare Earths (“USRE-Nevada”), Seaglass Holding Corp., a Nevada corporation and wholly owned subsidiary of USRE-Nevada (“Seaglass”), and U.S. Rare Earths, Inc., a Delaware corporation “USRE–Delaware”), and replaces and supercedes the following two original promissory notes made by USRE-Delaware; (i) payable to Edward F. Cowle in the amount of $49,600.00 issued on April 19, 2011; and (ii) payable to Blue Cap Development Corp. in the amount of $1,369,118 issued on April 19, 2011. This Promissory Note also includes certain additional monies as provided in the Agreement and Plan of Merger and takes into consideration the payment by USRE-Nevada of $500,000.00 previously made on the two aforementioned promissory notes dated April 19, 2011.]
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2012 • U.S. Rare Earths, Inc • Services-advertising • Arkansas
THIS EXECUTIVE EMPLOYMENT AGREEMENT is effective as of JANUARY 1, 2012 between Daniel McGroarty (“Employee”) residing at 3904 Underwood Street, Chevy Chase, Maryland 20815 USA and U.S. Rare Earths, Inc., (“Employer” and/or “Company”) with an office at 12 Gunnebo Drive, Lonoke, AR 72086.
