Element 21 Golf Co Sample Contracts

American Rare Earths & Materials, Corp. – PROMISSORY NOTE (May 14th, 2012)

Borrower: American Rare Earths and Materials, Corp. of 200 Queen's Quay East, Unit 1, Toronto, Ontario M5A 4K9 (individually and collectively the "Borrower")

American Rare Earths & Materials, Corp. – PROMISSORY NOTE (May 14th, 2012)

Borrower: American Rare Earths and Materials, Corp. of 200 Queen's Quay East, Unit 1, Toronto, Ontario M5A 4K9 (individually and collectively the "Borrower")

American Rare Earths & Materials, Corp. – ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov (June 8th, 2011)

Reference is made to the Designation of Series B Preferred Stock contained in Section 4 of the Articles of Incorporation of American Rare Earths and Materials, Corp., filed with the Secretary of State of the State of Nevada on the 10th day of May 2010 (the “Designation”).  Capitalized terms used herein and not otherwise herein defined shall have the meanings ascribed to them in the Designation.

American Rare Earths & Materials, Corp. – CONSULTING SERVICES AGREEMENT (May 13th, 2011)

This Consulting Services Agreement (“Agreement”), dated January 1, 2011 is made by and between Philip Clark (referred to as the “Consultant”), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and American Rare Earths and Materials, Corp., a Nevada corporation (“Company”), having its principal place of business at 200 Queen’s Quay East, Unit 1, Toronto, Ontario M5A 4K9.

American Rare Earths & Materials, Corp. – October 21, 2010 RE: CONTRACT REVISIONS This letter confirms that AREM and Henry Waszczuk (Fins and Skins Media and related entitles) have amended their original agreement Henry Waszczuk acknowledges that all compensation from previously signed agreements with AREM (formerly Element 21 Golf Company) have been deemed to be fully paid. Amendment to replace original agreement only if all payments listed below are paid as schedule, otherwise the original agreement dated October 2007 will remain in force. (February 11th, 2011)
American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (February 11th, 2011)

This Consulting Agreement (the "Agreement"), effective as of October 1, 2010 is entered into by and between, American Rare Earths and Materials, Corp., a Nevada corporation (herein referred to as the "Company"), and Yell Services, a Texas corporation (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (February 11th, 2011)

This Consulting Agreement (the "Agreement"), effective as of October 1, 2010 is entered into by and between,  American Rare Earths and Materials, Corp., a Nevada corporation (herein referred to as the "Company"), and Altaf Kassam (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONTRACT BETWEEN JEFF MANORE, PRO-GOLF TAECHING ACADEMY LLC AND ELEMENT 21 GOLF (AREM) (February 11th, 2011)
American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (February 11th, 2011)

This Consulting Agreement (the "Agreement"), effective as of October 1, 2010 is entered into by and between, American Rare Earths and Materials, Corp., a Nevada corporation (herein referred to as the "Company"), and Tolkun Salieva (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (October 15th, 2010)

This Consulting Agreement (the "Agreement"), effective as of May 1, 2010 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Gaynell Douglas, (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (October 15th, 2010)

This Consulting Agreement (the "Agreement"), effective as of October 1, 2009 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Yell Services, a Texas corporation (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (October 15th, 2010)

This Consulting Agreement (the "Agreement"), effective as of October 1, 2009 is entered into by and between. Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Altaf Kassam (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (October 15th, 2010)

This Consulting Agreement (the "Agreement"), effective as of May 1, 2010 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and Charles E. Fitzgerald (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

American Rare Earths & Materials, Corp. – CONSULTING SERVICES AGREEMENT (October 15th, 2010)

This Consulting Services Agreement (“Agreement”), dated January 1, 2010 is made by and between Dorset Solutions Inc., a Canadian corporation, and its representative Philip Clark (collectively referred to as the “Consultant”), whose address is 1246 Upper Village Dr., Mississauga, Ontario L5E 3H6, and Element 21 Golf Company, a Delaware corporation (“Company”), having its principal place of business at 200 Queen’s Quay East, Unit 1, Toronto, Ontario M5A 4K9.

American Rare Earths & Materials, Corp. – CONSULTING AGREEMENT (October 15th, 2010)
American Rare Earths & Materials, Corp. – CONSULTING SERVICES AGREEMENT (October 15th, 2010)
Element 21 Golf Co – TRADEMARK LICENSE AND PRODUCT DISTRIBUTION AGREEMENT (January 20th, 2010)

This Trademark License and Product Distribution Agreement (hereinafter “Agreement”), is effective as of the 14 day of  January, 2010 (hereinafter “Agreement Date”), and is made by and between Zeroloft Corp (hereinafter “LICENSOR”), a Wyoming corporation having a legal address of 2710 Thomes Avenue, Cheyenne, Wyoming 82001, and Element 21 Sports Company (hereinafter “LICENSEE”), a Delaware corporation having a legal address of 200 Queens Quay East, Unit # 1, Toronto, Ontario M5A 4K9 Canada (together, the “Parties”).

Element 21 Golf Co – MANAGEMENT AGREEMENT (January 20th, 2010)

This Management Agreement (hereinafter “Agreement”) is effective as of the 14 day of  January 2010 (hereinafter “Agreement Date”), and is made by and between Zeroloft Corp. (hereinafter “Zeroloft”), a Wyoming corporation having a legal address of 2710 Thomes Avenue, Cheyenne, Wyoming, 82001 and Element 21 Golf Company (hereinafter “E21 Sports”), a Delaware corporation having a legal address of 200 Queens Quay East, Unit # 1, Toronto, Ontario M5A 4K9 Canada (together, the “Parties”).

Element 21 Golf Co – ELEMENT 21 GOLF COMPANY AMENDED AND RESTATED CERTIFICATE OF THE POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B CONVERTIBLE PREFERRED STOCK, $.10 PAR VALUE PER SHARE (August 3rd, 2009)

Of the 5,000,000 shares of Preferred Stock authorized under the Certificate of Incorporation of Element 21 Golf Company (the “Corporation”), 353,000 shares are hereby designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) with the voting powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions as set forth below:

Element 21 Golf Co – CONSULTING AGREEMENT (May 15th, 2009)

This Consulting Agreement (the “Agreement”), effective as of September 15, 2008 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the “Company”), and David Sindalovsky, (herein referred to as the “Consultant”). This agreement supersedes any prior oral or written agreements between the parties hereto.

Element 21 Golf Co – Name of Investor: (February 5th, 2009)
Element 21 Golf Co – COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANY (February 5th, 2009)

This is to certify that, FOR VALUE RECEIVED,            , or his/her/its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to the Per Share Price (as defined below) subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), such number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”) as shall be equal to the Warrant Exercise Number (as defined below).  The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”. The term “Per Share Price” shall mean 35 CENTS . The term “Warrant Exercise Number” shall mean as of any determination date $ 300,000 [AMOUNT EQUAL TO 100% OF NOTE INVESTMENT AMOUNT] divided by the Per Share Price.

Element 21 Golf Co – SUBSCRIPTION AGREEMENT (February 5th, 2009)
Element 21 Golf Co – Press Release Source: Element 21 Golf Co. (May 21st, 2008)

TORONTO--(MARKET WIRE)—May 19, 2008 -- Element 21 Golf Company (OTC BB:ETGF ) (Frankfurt:BJQ.F) the leading manufacturer of advanced Scandium Alloy golf and fishing equipment, announced today record fiscal third quarter revenue for the period ended March 31, 2008. The Company reported net revenue of $565,630, an increase of 533% compared to net revenue of $89,325 for the year earlier period. Revenue increased 121% compared to the Company’s fiscal second quarter. The fiscal third quarter results represent the fifth consecutive quarterly sequential increase in revenue. Revenue increased as a result of growing sales of golf and fishing equipment.

Element 21 Golf Co – NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANT (February 14th, 2008)

Element 21 Golf Company, a Delaware corporation (the “Company”), recognizes that it has an employment agreement with Nataliya Hearn, or any transferee or assignee of this Warrant (the “Warrantholder”), and Nataliya Hearn is entitled to receive Warrants at her option on lieu of cash salary from time to time, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the“Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price ar

Element 21 Golf Co – CONSULTING AGREEMENT (February 14th, 2008)

This Consulting Agreement (the “Agreement”), effective as of September 15, 2007 is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the “Company”), and David Sindalovsky, (herein referred to as the “Consultant”). This agreement supersedes any prior oral or written agreements between the parties hereto.

Element 21 Golf Co – PATENT LICENSE (July 9th, 2007)

This Agreement is entered into as of June 21, 2007, by and between Advanced Light Alloys Corporation aka ALA Corporation, a Barbados corporation having its principal place of business in St. Philip, Barbados, hereinafter referred to as “Licensor,” and Element 21 Golf Company, a Delaware corporation having its principal place of business in Toronto, Canada, hereinafter referred to as “Licensee.”

Element 21 Golf Co – EXHIBIT A NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANT (June 19th, 2007)

Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, ___________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the“Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.

Element 21 Golf Co – SUBSCRIPTION AGREEMENT FOR (June 19th, 2007)
Element 21 Golf Co – SUBSCRIPTION AGREEMENT for (June 19th, 2007)
Element 21 Golf Co – e21 Golf Secures $2.4 M Private Equity Financing Press Release (June 19th, 2007)

TORONTO - June 19, 2007, -- Element 21 Golf Company (“e21”) (OTC BB: EGLF & Frankfurt (FWB): BJQ) the manufacturer of advanced Scandium Alloy golf equipment, announced today that it has completed a $2.4 million private equity funding. One private equity funding is for $2 million, which has been received from the current Preferred B share holders. The $400,600 private equity funding was received from other individuals and entities.

Element 21 Golf Co – ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANT (June 19th, 2007)

Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, ______________________________________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the “Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.

Element 21 Golf Co – SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________________ Commission File No. 0-15260 Element 21 Golf Company (Exact name of small business issuer as specified in its charter) (November 21st, 2006)
Element 21 Golf Co – ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANT (August 3rd, 2006)

Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, ___________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the “Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.

Element 21 Golf Co – ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANT (August 3rd, 2006)

Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, _______________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the “Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.