ContractSecurities Purchase Agreement • May 12th, 2006 • Linux Gold Corp • Gold and silver ores • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of May 8, 2006 among LINUX GOLD, CORP., a British Columbia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
SECURITY AGREEMENTSecurity Agreement • May 12th, 2006 • Linux Gold Corp • Gold and silver ores • New York
This Security Agreement ("Security Agreement"), dated as of May 8, 2006, among LINUX GOLD CORP., a British Columbia corporation (the "Company"), and all of the subsidiaries of the Company organized under the laws of the United States or any state thereof (such subsidiaries, the "Guarantors") (the Company and Guarantors are collectively referred to as the "Debtors") and the holder or holders of the Company’s Senior Secured Convertible Discount Notes due November 8, 2007 in the original aggregate principal amount of $2 million (the "Notes") signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the "Secured Parties") and the Agent (as defined below).
SERIES A COMMON STOCK PURCHASE WARRANTLinux Gold Corp • May 12th, 2006 • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ___________________(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 May 8, 2011 (the "Termination Date") but not thereafter, to subscribe for and purchase from LINUX GOLD, CORP., a British Columbia corporation (the "Company"), up to __________shares (the "Warrant Shares") of Common Stock, no par value, 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 12th, 2006 • Linux Gold Corp • Gold and silver ores • New York
SUBSIDIARY GUARANTEE, dated as of May 8, 2006 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between LINUX GOLD, CORP., a British Columbia corporation (the "Company"), and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2006 • Linux Gold Corp • Gold and silver ores
This REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made and entered into as of May 8, 2006, among LINUX GOLD CORP., a British Columbia corporation (the "Company"), and the purchasers signatory hereto (each such purchaser is a "Purchaser" and collectively, the "Purchasers").
Original Issue Date: May 8, 2006 SENIOR SECURED CONVERTIBLE DISCOUNT NOTE DUE NOVEMBER 8, 2007Linux Gold Corp • May 12th, 2006 • Gold and silver ores • New York
THIS SENIOR SECURED CONVERTIBLE DISCOUNT NOTE is one of a series of duly authorized and issued Senior Secured Convertible Discount Notes of Linux Gold, Corp., a British Columbia corporation, having a principal place of business at 1103-11871 Horseshoe Way, Richmond, British Columbia V7A 5H5 Canada (the "Company"), designated as its Senior Secured Convertible Note, due November 8, 2007 (this Note, the "Note" and collectively with the other such series of Notes, the "Notes").
