NEWGOLD, INC. Secured Convertible Debenture Due: September 26, 2009Secured Convertible Debenture • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
This Secured Convertible Debenture (the “Debenture”) is issued by NEWGOLD, INC., a Delaware corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated September 26, 2006.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 26, 2006 (the “Effective Date”) by and among NEWGOLD, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
THIS AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENT (this “Amendment”), is entered into by and between NEWGOLD, INC, a Delaware corporation (the “Company”), and the undersigned Buyer (the “Buyer”).
AMENDED MEMORANDUM OF SECURITY AGREEMENTMemorandum of Security Agreement • February 8th, 2007 • Firstgold Corp. • Gold and silver ores
WHEREAS Grantor NEWGOLD, Inc., a Delaware corporation, has caused to be executed a Securities Purchase Agreement dated September 26, 2006, as amended November 1, 2006, in favor of the Grantee CORNELL CAPITAL PARTNERS, LP, which Securities Purchase Agreement requires the amendment of the Memorandum of Security Agreement previously recorded with the Pershing County Recorder on February 14, 2006, on Roll 405, Page 87 as file No. 247392;
