SERIES C COMMON STOCK PURCHASE WARRANT To Purchase 11,200,000 Shares of Common Stock of ZURVITA HOLDINGS, INC.Zurvita Holdings, Inc. • December 30th, 2011 • Services-business services, nec
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (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 (the “Initial Exercise Date”) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zurvita Holdings, Inc. a Delaware Corporation (the “Company”), up to 11,200,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2009 • Zurvita Holdings, Inc. • Metal mining • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2009 among Zurvita Holdings, Inc., a Delaware (the “Company”), and Vicis Capital Master Fund (the “Purchaser”).
6% CONVERTIBLE DEBENTUREZurvita Holdings, Inc. • October 16th, 2009 • Metal mining • New York
THIS 6% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Convertible Debentures of ZURVITA HOLDINGS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 800 Gessner, Houston, TZ 77024 designated as its 6% Convertible Debenture due October 9, 2012 (the “Debenture”).
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT To Purchase 140,000 Shares of Common Stock of RED SUN MINING, INC.Red Sun Mining, Inc. • August 5th, 2009 • Metal mining • Florida
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MIDTOWN PARTNERS & CO., LLC FUND (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 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Red Sun Mining, Inc. a Delaware Corporation (the “Company”), up to 140,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2010 • Zurvita Holdings, Inc. • Services-membership organizations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2010 among Zurvita Holdings, Inc., a Delaware (the “Company”), and Vicis Capital Master Fund (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2011 • Zurvita Holdings, Inc. • Services-business services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2011 among Zurvita Holdings, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund (the “Purchaser”).
SERIES C COMMON STOCK PURCHASE WARRANT To Purchase 6,000,000 Shares of Common Stock of ZURVITA HOLDINGS, INC.Common Stock Purchase Warrant • June 10th, 2011 • Zurvita Holdings, Inc. • Services-business services, nec
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (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 (the “Initial Exercise Date”) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zurvita Holdings, Inc. a Delaware Corporation (the “Company”), up to 6,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RED SUN MINING, INC. STOCK SUBSCRIPTION OFFERRed Sun Mining, Inc. • September 6th, 2007
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • New York
THIS SHARE EXCHANGE AGREEMENT, dated as of July 30, 2009 (this “ Agreement ”), is made and entered into by and among ZURVITA, INC. , a company existing under the laws of Delaware ( “Zurvita” ); RED SUN MINING, INC., a Delaware corporation (the “Company” ); Matthew Taylor, the Company’s principal shareholder (the “Company Principal Shareholder”) and THE AMACORE GROUP, INC., the holder of 100% the issued and outstanding securities of Zurvita (“Amacore” ). Certain capitalized terms used in this Agreement are defined in Exhibit B attached hereto and incorporated herein by reference.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • December 8th, 2010 • Zurvita Holdings, Inc. • Services-membership organizations • Florida
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Agreement”) is made as of December 2, 2010, by and between OmniReliant Holdings, Inc., a Nevada corporation. (“Omni” or “Assignor”), with an address of 14375 Myerlake Circle, Clearwater, FL 33760, and Zurvita Holdings, Inc., a Delaware corporation(“Assignee”).
MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • New York
This AGREEMENT is made and entered into this 30th day of July, 2009 by and between The Amacore Group, Inc. a Delaware Corporation, with offices at 450 N Keller Rd, Maitland, Florida 32751 (“Amacore”) and Zurvita, Inc., a Delaware Corporation, with offices at 800 Gessner Rd, Suite 110, Houston, Texas, 77024 (“Zurvita”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2009 • Zurvita Holdings, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2009, between Beyond Commerce, Inc, a Nevada corporation (the “Company”), and Zurvita Holdings, Inc., (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • December 8th, 2010 • Zurvita Holdings, Inc. • Services-membership organizations • Florida
THIS AGREEMENT is made as of December 2, 2010 between ZURVITA HOLDINGS, INC., as debtor, a Delaware corporation (“Debtor”) and OmniReliant Holdings, Inc. (“Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2012 • Zurvita Holdings, Inc. • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of May, 2012, by and between those persons or entities listed as sellers on the signature pages hereto (the “Seller”) and those persons or entities whose names appear on the signature pages hereto as purchasers (the “Purchaser”).
LICENSE AND MARKETING AGREEMENTLicense and Marketing Agreement • October 16th, 2009 • Zurvita Holdings, Inc. • Metal mining • New York
THIS LICENSE AND MARKETING AGREEMENT ("Agreement”) is entered into as of October 9, 2009 (the "Effective Date") between OmniReliant Holdings, Inc. (“Licensor”) and Zurvita Holdings, Inc (“Licensee”).
MASTER REPRESENTATIVE AGREEMENTMaster Representative Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • Florida
This Commission Agreement (the “Agreement”) is entered into as of the Effective Date indicated below, by Tracy Jarvis(“JARVIS”) and Red Sun Mining, Inc., with offices in Santa Ana, CA (hereinafter referred to as "ZURVITA").
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT To Purchase 7,000,000 Shares of Common Stock of RED SUN MINING, INC.Common Stock Purchase • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (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 (the “Initial Exercise Date”) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Red Sun Mining, Inc. a Delaware Corporation (the “Company”), up to 7,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • May 15th, 2012 • Zurvita Holdings, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of ___, 2012, by and among the person or entity set forth on the signature pages hereto as the seller (“Seller”) and purchaser (“Purchaser”), and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006, as the escrow agent (the “Escrow Agent”).
ADVERTISING & MARKETING AGREEMENTAdvertising & Marketing Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • New York
This AGREEMENT is made and entered into this 30th day of July, 2009 by and between Zurvita, Inc. a Delaware Corporation, with offices at 200 W. Columbine Avenue, Suite I-2, Santa Ana, CA 92707 (“Zurvita”) and OmniReliant Holdings, Inc., a Nevada Corporation, with offices at 14375 Myerlake Circle, Clearwater, FL 33760 (“Advertiser”) Red Sun Mining, Inc. (“Red Sun”), the parent of Zurvita.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • Florida
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the Effective Date indicated below, by and among Mark Jarvis, an individual residing in Houston, TX (hereinafter referred to as "Executive") and Red Sun Mining, Inc., with offices in Santa Ana, (hereinafter referred to as "ZURVITA").
ESCROW AGREEMENTEscrow Agreement • May 15th, 2012 • Zurvita Holdings, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 8, 2012, by and among the person or entity set forth on the signature pages hereto as the seller (“Seller”) and purchaser (“Purchaser”), and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006, as the escrow agent (the “Escrow Agent”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • May 15th, 2012 • Zurvita Holdings, Inc. • Services-business services, nec • Florida
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Agreement”) is made as of May __, 2012, by and between Zurvita Holdings, Inc., a Delaware corporation (“Zurvita” or “Assignor”), and The Amacore Group, Inc., a Delaware corporation (“Assignee”).
