SECURITY AGREEMENTSecurity Agreement • December 12th, 2011 • Leviathan Minerals Group Inc. • Gold and silver ores • Minnesota
This SECURITY AGREEMENT, dated as of August 22, 2011 (“Agreement”), is made by and between Leviathan Minerals Group Incorporated, a Delaware corporation (the “Company”) and each of its wholly-owned subsidiaries party hereto (each a “Subsidiary Grantor” and together with the Company, the “Grantors” and each a “Grantor”) the holders of the Notes described herein (each, an “Investor”, collectively, the “Investors”) and New Asia Partners, LLC (the “Collateral Agent”) for its own benefit and on behalf of each Investor.
AGREEMENT AND PLAN OF SHARE EXCHANGEShare Exchange Agreement • December 12th, 2011 • Leviathan Minerals Group Inc. • Gold and silver ores • Delaware
This Agreement and Plan of Share Exchange, dated as of August 22, 2011 (this “Agreement”), is made and entered into by and among Top Yield Holdings Limited, a company incorporated in the British Virgin Islands (“Top Yield”), the holders of 100% of the issued and outstanding equity interests of Top Yield whose name and signature appear on the signature page hereto titled Signature Page of Top Yield Shareholder (the “Top Yield Shareholders”), PT Havilah Abadi Sejahtera, a company incorporated in the Republic of Indonesia (“PTHAS”), and the holder of 99% of the issued and outstanding equity interests of PTHAS whose name and signature appear on the signature page hereof titled Signature Page of PT Havilah Abadi Sejahtera Shareholder (the “PTHAS Shareholder”), PT Aega Prima, a company incorporated in the Republic of Indonesia (“PT Aega”), the holder of 80% of the issued and outstanding equity interests of PT Aega whose name and signature appear on the signature page hereto titled Signature
SHARE CANCELLATION AGREEMENTShare Cancellation Agreement • December 12th, 2011 • Leviathan Minerals Group Inc. • Gold and silver ores • Delaware
THIS SHARE CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of August, 2011, by and between DE Acquisition 3, Inc., a Delaware corporation (“the Company”), and the stockholders of the Company, as set forth on Schedule I attached hereto (such stockholders collectively referred to herein as the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as hereinafter defined).
SECURITIES PURCHASE AGREEMENT By and Among LEVIATHAN MINERALS GROUP INCORPORATED and THE INVESTORS Dated as of August 22, 2011Securities Purchase Agreement • December 12th, 2011 • Leviathan Minerals Group Inc. • Gold and silver ores • Minnesota
SECURITIES PURCHASE AGREEMENT, dated as of August 22, 2011 (this “Agreement”), by and among Leviathan Minerals Group Incorporated, a Delaware corporation (the “Company”), and each of the persons and entities listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
