VOLCAN HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • Delaware
This Director and Officer Indemnification Agreement, dated as of September __, 2008 (this “Agreement”), is made by and between Volcan Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (the “Indemnitee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of September 12, 2008, is by and among VOLCAN HOLDINGS, INC., a Delaware corporation (the “Parent”), VOLCAN AUSTRALIA CORPORATION PTY LTD, an Australian proprietary company (the “Company”), and L’HAYYIM PTY LTD AS TRUSTEE FOR THE L’HAYYIM TRUST, an Australian proprietary company and the sole stockholder of the Company (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
VOLCAN HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________ , 20__ (the “Grant Date”), is between Volcan Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Volcan Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
VOLCAN HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Volcan Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Volcan Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2008, is made by and between Volcan Holdings, Inc., a Delaware corporation (“Seller”), and Gregory Paul Byrne (the “Buyer”).
ContractCommon Stock Purchase Warrant • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Volcan Holdings, Inc., a Delaware corporation (“Pubco”), that will acquire all of the issued and outstanding capital stock of Volcan Australia Corporation PTY Ltd., a New South Wales corporation (“Volcan”), and succeed to the business of Volcan as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, Volcan, are collectively referred to as the “Company”). The Company is conducting a private placement (the “Offering”) of up to $2,000,000 of units (“Units”) at a purchase price of $35,000 per Unit. Each Unit shall consist of (i) 100,000 shares of common stock, par value $0.001 per share (the “Shares”) at a per share purchase price of $0.35 (the “Share Purchase Price”) and (ii) five year warrants to purchase 100,000 shares of the Company’s common stock (the “Warrant
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of September 12, 2008, by Volcan Holdings, Inc., a Delaware corporation (“Assignor”), and Dunn Mining Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
Management Services Agreement Volcan Australia Corporation Pty Ltd and Australian Gemstone Mining Pty LtdManagement Services Agreement • September 17th, 2008 • Volcan Holdings, Inc. • Metal mining • New South Wales
