SECURITY AGREEMENTSecurity Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This SECURITY AGREEMENT, dated as of August 30, 2011 (this “Agreement”), is by and between GOLD ACQUISITION CORP., a Nevada corporation (the “Company”), and PLATINUM LONG TERM GROWTH, LLC, a Delaware limited liability company, as collateral agent (together with its successors and assigns, the “Secured Party”) for itself and Lakewood Group LLC (“Lakewood” and, together with the Secured Party and their respective successors and assigns, the “Lenders”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
This ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into as of this 30th day of August, 2011 by and between PLATINUM LONG TERM GROWTH LLC (“Assignor”) and GOLD ACQUISITION CORP. (“Assignee”).
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This COLLATERAL AGENCY AGREEMENT (this “Agreement”), dated as of August 30, 2011, is by and between PLATINUM LONG TERM GROWTH, LLC (together with its successors and assigns, “Platinum”) and LAKEWOOD GROUP LLC (together with its successors and assigns, “Lakewood” and, Lakewood, together with Platinum, collectively the “Lenders”).
THIS AMENDED AND RESTATED NET SMELTER RETURN ROYALTY AGREEMENT dated as of the 24th day of August 2011Assignment and Assumption Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Nevada
WHEREAS the Owner is the legal and beneficial owner of certain mining properties located in Nevada and known as the Relief Canyon Mine;
Platinum Long Term Growth LLC Lakewood Group LLC c/o Platinum Long Term Growth LLC New York, NY 10019Sagebrush Gold Ltd. • August 30th, 2011 • Services-motion picture & video tape production
Platinum has been informed by Sage that (i) Barry Honig and Michael Brauser (collectively, the “Junior Lenders”) have extended credit to Sage and certain affiliated entities pursuant to the Credit Facility Agreement, dated as of February 23, 2011 (as amended, restated, supplemented or otherwise modified, the “Subordinated Loan”) and (ii) the Junior Lenders have consented, pursuant to a letter dated August 24, 2011, to the creation of GAC and the transactions contemplated by the Letter Agreement, dated as of July 18, 2011, among the Senior Lenders and Sage.
STOCK PLEDGE AGREEMENT Dated as of August 30, 2011 By and Among SAGEBRUSH GOLD, LTD., GOLD ACQUISITION CORP. and PLATINUM LONG TERM GROWTH, LLCStock Pledge Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This STOCK PLEDGE AGREEMENT (this “Agreement”) dated as of August 30, 2011, is entered into by and between SAGEBRUSH GOLD, LTD., a Nevada corporation with a business address of 1640 Terrace Way, Walnut Creek, California 85120 (the “Pledgor”) and PLATINUM LONG TERM GROWTH, LLC as collateral agent (together with its successors and assigns, the “Secured Party”), for itself and Lakewood Group LLC (“Lakewood” and, together with the Secured Party and each of their successors and assigns, the “Lenders”), and is consented and agreed to by Gold Acquisition Corp. (the “Holding Company”).
