RECITALS --------Employment Agreement • August 13th, 2004 • Mr3 Systems Inc • Miscellaneous primary metal products • California
RAYMOND L. LOOPER DECEMBER 13, 2002 TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION.......................................... 2 2. GRANT OF EXCLUSIVE PROCESSING RIGHTS.................................... 4 3. MINING, CONCENTRATION AND PROCESSING...Agreement • August 19th, 2003 • Mr3 Systems Inc • Miscellaneous primary metal products • Nevada
EXHIBIT 10.2 DEVOE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT entered into as of this 7th day of October 1997, between Bioponic International, a California corporation, located at 767 Lincoln Avenue, Suite #3, San Rafael, CA 94901 (the "Company"),...Employment Agreement • February 12th, 2001 • Mr3 Systems Inc • California
Exhibit 10.2 ------------ EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT entered into as of this 14th day of June 2003, between MR3 Systems, Inc., a Delaware corporation, located at 435 Brannan Street, Suite 200, San Francisco, CA...Employment Agreement • August 19th, 2003 • Mr3 Systems Inc • Miscellaneous primary metal products • California
LOAN AGREEMENT -------------- This Loan Agreement (the "Agreement") dated as of October 7, 2003, is made by and among MR3 Systems, Inc. (the "Company") and High Stakes Capital LLC (the "Lender"). NOW, THEREFORE, in consideration of the mutual...Loan Agreement • December 22nd, 2003 • Mr3 Systems Inc • Miscellaneous primary metal products • California
RECITALSPlan and Agreement of Reorganization • February 12th, 2001 • Mr3 Systems Inc • California
TERMINATION AGREEMENT AND MUTUAL RELEASE entered into this 21st day of October (the "Agreement")Termination Agreement and Mutual Release • December 12th, 2003 • Mr3 Systems Inc • Miscellaneous primary metal products • Colorado
AMENDMENT NUMBER TWO TO MR3 TECHNOLOGY ACQUISITION AGREEMENT The Technology Acquisition Agreement ("Agreement") executed the 10th day of April, 2002 ("Effective Date"), by and between Linsa Associates, Ltd., and MR3 Systems, Inc., is hereby amended,...Mr3 Technology Acquisition Agreement • March 29th, 2004 • Mr3 Systems Inc • Miscellaneous primary metal products
NOTE PAYMENT AGREEMENT This Note payment Agreement (the "Agreement") dated as of June 30, 2005, is made by and among MR3 Systems, Inc. (the "Company") and High Stakes Capital LLC ("HSC"). Whereas, the Company and HSC wish to settle disputes relating...Note Payment Agreement • August 22nd, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products
RECITALSAlliance and Project Venture Agreement • May 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • Delaware
STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
EXHIBIT B STOCK PURCHASE AND LOAN OPTION AGREEMENT MR3 SYSTEMS, INC. WARRANT IStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, MRD Holdings Inc. (the “Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from MR3 Systems, Inc., a Delaware corporation (the “Company”), a number of fully paid and nonassessable shares of Common Stock (the “Shares”) of the Company, which when issued upon exercise and added to the number of shares of Common Stock and Series B Convertible Preferred Stock of the Company currently owned by the Holder on the date of exercise, will equal fifty-one percent (51%) of the total number of outstanding shares of capital stock and fifty-one percent (51%) of the total number of outstanding voting securities of the Company, calculated on a fully-diluted as converted-to-common basis, during the period commencing on the date hereof (the “Commencement Date”) and ending at 5:00 p.m. California time, on the date which is ten (10) years from the Commencement Date (the “Exp
EXHIBIT D STOCK PURCHASE AND LOAN OPTION AGREEMENT INVESTOR RIGHTS AND STOCKHOLDER AGREEMENTOption Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This Investor Rights and Stockholder Agreement (together with the Exhibits hereto, the “Agreement”), dated as of May 30, 2005, is entered into among MR3 Systems, Inc., a Delaware corporation (the “Company”), the persons listed on Exhibit A-1 attached hereto (collectively, the “Management Shareholders”), and MRD Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Investor”).
EXHIBIT E STOCK PURCHASE AND LOAN OPTION AGREEMENT SECURITY AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 30, 2005, by and between MR3 Systems, Inc., a Delaware corporation (“Borrower”), and MRD Holdings Inc. (“Lender”), pursuant to a Stock Purchase and Loan Option Agreement dated May 30, 2005, between Borrower and Lender (the “Purchase Agreement”).
4. Pursuant to Section 10, the parties agree that MR3 may assign the Agreement to its majority-owned subsidiary TechMining, LLC, a Colorado LLC; provided, however that MR3 shall continue to be legally bound by and to all the terms and conditions of...Mr3 Systems Inc • August 19th, 2003 • Miscellaneous primary metal products
EXHIBIT 10.3 HOPPER EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this fifteenth (15) day of September, 2000, ("Effective Date") by and between MR3 Systems, Inc., a Delaware corporation, ("EMPLOYER")...Hopper Employment Agreement • February 12th, 2001 • Mr3 Systems Inc • California
EXHIBIT A STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
EXHIBIT G STOCK PURCHASE AND LOAN OPTION AGREEMENT STRATEGIC PARTNERSHIP AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This Strategic Partnership Agreement ("Agreement") is made this 30th day of May 2005 ("Effective Date"), by and between MRD Holdings Inc., with its principal place of business at The Naaman’s Building Suite 206, 306 Silverside Rd., DE 19810 Wilmington, Delaware, USA ("MRD") and MR3 Systems, Inc., with its principal place of business at 435 Brannan Street, Suite 200, San Francisco, California 94107 ("MR3").
Amendment No. 1 to MR3 Systems Metals Extraction Agreement Dated December 13, 2002 (the "Agreement") between MR3 Systems, Inc. ("MR3") and Raymond L. Looper ("RLL") Effective this 6th day of May, 2003, MR3 and RLL hereby agree to amend certain...Mr3 Systems Inc • August 19th, 2003 • Miscellaneous primary metal products
EXHIBIT 10.1 REIS EMPLOYMENT AGREEMENT AIRPONIC INTERNATIONAL CORPORATION, a California Corporation ("Employer") and RANDALL S. REIS ("Employee") in consideration of the mutual promises made herein, agree as follows: 1. Employment. ----------- 1.01....Reis Employment Agreement • February 12th, 2001 • Mr3 Systems Inc
DEMAND FOR PAYMENTDemand for Payment • December 9th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products
WHEREAS, effective May 31, 2005, MR3 Systems, Inc. (“MR3”), and MRD Holdings, Inc. (“MRD”), entered into a Stock Purchase and Loan Option Agreement (the “SPLOA”); and
