SPLIT-OFF AGREEMENTSplit-Off Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
This SPLIT-OFF AGREEMENT, dated as of December 31, 2008 (this “Agreement”), is entered into by and among Nevada Gold Holdings, Inc., a Delaware corporation (“Seller”), Sunshine Group, Inc., a Delaware corporation (“Split-Off Subsidiary”), and Marion R. “Butch” Barnes, William D. Blanchard and Robert Barnes (each, “Buyer” and collectively, “Buyers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among NEVADA GOLD HOLDINGS, INC. NEVADA GOLD ACQUISITION CORP. and NEVADA GOLD ENTERPRISES, INC. December 31, 2008Agreement and Plan of Merger and Reorganization • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December ___, 2008, is entered into by and among Nevada Gold Holdings, Inc. (f/k/a Nano Holdings International, Inc.), a Delaware corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of 1,000,000 shares and a maximum of 1,600,000 shares (after giving effect to the Stock Split described below) (the “Shares”) of common stock, par value $0.001 par value (“Common Stock”), of Nevada Gold Holdings, Inc. (f/k/a Nano Holdings International, Inc.), a Delaware corporation (the “Company”), at a purchase price of $0.25 per share.
SECURITY AGREEMENTSecurity Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December, 2008, by and among Nevada Gold Holdings, Inc., a Delaware corporation (the “Company”), Nevada Gold Enterprises, Inc., a Nevada corporation (“Subsidiary”), and the Buyers (as defined below).
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Nevada Gold Holdings, Inc., a Delaware corporation (the “Company”), Nevada Gold Enterprises, Inc., a Nevada corporation (“Nevada Gold”), and Nevada Gold Acquisition Corp. a Nevada corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, Nevada Gold stockholders shall receive shares of common stock, par value $0.001 per share (“Common Stock”), of the Company in consideration for shares of Nevada Gold held by them at the effective time of the merger. In consideration of the Company and Nevada Gold entering into the Merger Agreement, the undersigned hereby agrees as follows:
ADDENDUM TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages
AGREEMENT AND RELEASEAgreement and Release • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
This Agreement and Release (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) and David Mathewson, an individual residing at 1265 Mesa Drive, Fernley, NV 89408 (“Mathewson”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • January 7th, 2009 • Nevada Gold Holdings, Inc. • Beverages • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of December 31. 2008, is entered into by and among Nevada Gold Holdings, Inc., a Delaware corporation (“Seller”), Sunshine Group, Inc., a Delaware corporation (“Split-Off Subsidiary”), and Marion R. “Butch” Barnes, William D. Blanchard and Robert Barnes (each, “Buyer” and collectively, “Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
