AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT (the "Plan") effective as of the_______ day of July, 1998, between Intercontinental Strategic Minerals, Inc., a Nevada corporation ("ISM"); Computer Automation Systems, Inc., a Texas corporation...Agreement and Plan of Reorganization • September 22nd, 1999 • Computer Automation Systems Inc • Nevada
RecitalPurchase Agreement • February 2nd, 2000 • Computer Automation Systems Inc • Services-computer programming services • California
ContractAmerican Security Resources Corp. • June 19th, 2008 • 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.
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”).
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.
SUBSCRIPTION AGREEMENT KAHUNA NETWORK SECURITY, INC. (a Nevada corporation)Subscription Agreement • November 1st, 2006 • American Security Resources Corp. • Motors & generators • Texas
Kahuna Network Security, Inc., a Nevada corporation (“Company”) (formerly known as Computer Automation Systems, Inc.), is offering up to 2,500,000 units (“Units”) at a purchase price of $0.20 per Unit. Each Unit consists of (a) one share of Company common stock (“Common Stock”); (b) one class A warrant to purchase one share of Common Stock at an exercise price of $0.30 per share (“Class A Warrant”); (c) one class B warrant to purchase one share of Common Stock at an exercise price of $0.40 per share (“Class B Warrant”); (d) one class C warrant to purchase one share of Common Stock at an exercise price of $0.50 per share (“Class C Warrant”); (e) one class D warrant to purchase one share of Common Stock at an exercise price of $0.60 per share (“Class D Warrant”); (f) one class E warrant to purchase one share of Common Stock at an exercise price of $0.70 per share (“Class E Warrant”); (g) one class F warrant to purchase one share of Common Stock at an exercise price of $0.80 per share (“C
AMERICAN SECURITY RESOURCES CORPORATION WARRANT AGREEMENTAmerican Security Resources • November 1st, 2006 • American Security Resources Corp. • Motors & generators • Texas
AMERICAN SECURITY RESOURCES CORPORATION, a Nevada corporation (the "Company") (formerly known as Computer Automation Systems, Inc.), for value received, hereby agrees to issue a Class A warrant entitling you to purchase the shares of the Company's common stock (the "Common Stock") set forth on the signature page hereof (each such instrument being hereinafter referred to as a "Warrant, "Warrants: or "Warrant Agreement"). The Warrants will be issued in consideration of an investment in the Company by you. The number of shares of Common Stock purchasable upon exercise of the Warrants is subject to adjustment as provided in Section 5 below. The Warrants will be exercisable by each you or any other Warrant holder (as defined below) as to all or any lesser number of shares of Common Stock covered thereby, at an initial Purchase Price of $.30 per share, subject to adjustment as provided in Section 5 below, for the exercise period defined in Section 3(a) below. The term "Warrant holder" refers
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 1st, 2006 • American Security Resources Corp. • Motors & generators • Texas
This SECURITIES EXCHANGE AGREEMENT (“Agreement”) dated as of October 28, 2005, is by and between AMERICAN SECURITY RESOURCES CORPORATION, a Nevada corporation (“American Security Resources”), eGo DESIGN, INC., an Oregon corporation (“eGo”), and Edward L. Davis, Benjamin F. Schafer and James Twedt, all of whom are the only shareholders of eGo (the “Shareholders”.)
FORM OF PROMISSORY NOTESecurities Purchase Agreement • 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.
