12% SENIOR SECURED CONVERTIBLE DEBENTUREZone Mining LTD • September 27th, 2006 • Metal mining • Texas
This 12% Senior Secured Convertible Debenture (this “Debenture”) is a duly authorized and issued 12% Senior Secured Convertible Debenture of ZONE MINING LIMITED, a Nevada corporation (“the Company”) having its principal place of business located at 111 Presidential Blvd., Suite 165, Bala Cynwyd, PA 19004, for the principal amount of ONE MILLION DOLLARS AND NO CENTS ($1,000,000), issued in connection with that certain Purchase Agreement (as defined below) of even date herewith entered into by and among the Company and the Holder.
SECURITY AGREEMENTSecurity Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This SECURITY AGREEMENT, dated as of September 21, 2006 (this “Agreement”), is entered into by and among ZONE MINING LIMITED, a Nevada corporation and ZM ACQUISITION CORP., a Delaware corporation (hereinafter collectively referred to as the “Debtor”) and the Holders of those certain 12% Senior Secured Convertible Debentures due September 21, 2007 (or such earlier contingent date as set forth therein) in the original aggregate principal amount of $1,000,000 (the “Debentures”), issued by Debtor to Trident Growth Fund, L.P., the Holder thereof (whether one or more, the “Secured Parties”) in connection with that certain Securities Purchase Agreement of even date herewith entered into by and between the Debtors and the Secured Parties (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into this day of September 2006, by and among ZONE MINING LIMITED, a Delaware corporation (the “Company”), and each of the shareholders set forth on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This SECURITY AGREEMENT, dated as of September 21, 2006 (this “Agreement”), is entered into by and among DRIVEITAWAY, INC., a Delaware corporation (hereinafter collectively referred to as the “Pledgor”) and the Holders of those certain 12% Senior Secured Convertible Debentures due September 21, 2007 (or such earlier contingent date as set forth therein) in the original aggregate principal amount of $1,000,000 (the “Debentures”), issued by Zone Mining Limited, a Nevada corporation (whether one or more, the “Debtor”), to Trident Growth Fund, L.P., the Holder thereof (whether one or more, the “Secured Parties”) in connection with that certain Securities Purchase Agreement of even date herewith entered into by and between the Debtor and the Secured Parties (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2006, by and between ZONE MINING LIMITED, a Nevada corporation, along with its wholly-owned subsidiary, ZM ACQUISITION CORP., a Delaware corporation (hereinafter referred to as the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBORDINATION AGREEMENTSubordination Agreement • September 27th, 2006 • Zone Mining LTD • Metal mining • Texas
This Subordination Agreement (the “Agreement”) is entered into as of the 21st day of September 2006, by and between DRIVEITAWAY, INC., a Delaware corporation (the “Company”), ZONE MINING LIMITED, a Nevada corporation (the “Subordinate Lender”) and TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (the “Senior Lender”).
COMMON STOCK PURCHASE WARRANT NO.1 To Purchase Shares of Common Stock of ZONE MINING LIMITEDCommon Stock Purchase • September 27th, 2006 • Zone Mining LTD • Metal mining
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof, September 21, 2006 (the “Initial Exercise Date”), and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from ZONE MINING LIMITED, a Nevada corporation (the “Company”), five hundred thousand (500,000) shares of common stock, par value $.00001 per share (or such lesser number of shares as shall be equal to one-half share for each dollar advanced by the Holder to the Company pursuant to the Debentures), of the Company (the “Common Stock”), subject to adjustment herein (the “Warrant Shares”) as provided below. In addition, in the event the first Qualifying Transaction occurring after
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZONE MINING LIMITED ZM ACQUISITION CORP. DRIVEITAWAY, INC. AND STONEWELL PARTNERS LLP Dated September 21, 2006Agreement and Plan of Merger • September 27th, 2006 • Zone Mining LTD • Metal mining • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into this 21st day of September, 2006, by and among ZONE MINING LIMITED, a Nevada corporation (“Parent”), ZM ACQUISITION CORP., a Delaware corporation (“Merger Sub”), DRIVEITAWAY, INC., a Delaware corporation (the “Company”), and the Principal Shareholder (as that term is defined in Section 9.14).
