SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2008 • American Security Resources Corp. • Motors & generators • California
Securities Purchase Agreement dated as of December 13, 2007 (this “Agreement”) by and between American Security Resources Corporation, a Nevada corporation, with principal executive offices located at 9601 Katy Freeway, Suite 220, Houston, Texas 77024 (the “Company”), and Golden Gate Investors, Inc. (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2008 • American Security Resources Corp. • Motors & generators • Illinois
THIS SECURITIES PURCHASE AGREEMENT, dated as of February ___, 2008 (this “Agreement”), is entered into by and between AMERICAN SECURITY RESOURCES CORPORATION, a Nevada corporation with headquarters located at 9601 Katy Freeway, Suite 220, Houston, TX 77024 (the “Company”), and the individual or entity named on the executed counterpart of the signature page hereto (the “Buyer”).
ContractConvertible Debenture Agreement • June 19th, 2008 • American Security Resources Corp. • Motors & generators • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • June 19th, 2008 • American Security Resources Corp. • Motors & generators • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.
FORM OF WARRANTSecurities Purchase Agreement • June 19th, 2008 • American Security Resources Corp. • Motors & generators
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF PROMISSORY NOTEPromissory Note • June 19th, 2008 • American Security Resources Corp. • Motors & generators • Illinois
This Promissory Note is being issued pursuant to the terms of the Securities Purchase Agreement, dated as of February 28, 2008 (the “Securities Purchase Agreement”), to which the Company and the Debtor are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.
FORM OF DEBENTURESecurities Purchase Agreement • June 19th, 2008 • American Security Resources Corp. • Motors & generators
This Debenture is being issued pursuant to the terms of the Securities Purchase Agreement, dated as of February ___, 2008 (the “Securities Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.
