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 • February 14th, 2008 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This Consulting Agreement (the “Agreement”), effective as of September 15, 2007 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 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.
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.
