SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2009 • Red Sun Mining, Inc. • Metal mining • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2009 among Red Sun Mining, Inc., a Delaware (the “Company”), and Vicis Capital Master Fund (the “Purchaser”).
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).
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.
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”).
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).
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").
