ContractVictory Divide Mining CO • October 10th, 2007 • Blank checks • New York
WARRANTVictory Divide Mining CO • October 10th, 2007 • Blank checks • Nevada
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2007, by and among Victory Divide Mining Company, a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 3, 2007 among VICTORY DIVIDE MINING COMPANY and THE PURCHASERS LISTED ON EXHIBIT ARegistration Rights Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), is dated as of October 3, 2007 by and among Victory Divide Mining Company, a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • Texas
This Consulting Agreement (this “Agreement”) dated as of October 3, 2007 (the “Effective Date”), is by and between Glenn A. Little, with offices at 211 West Wall Street, Midland, Texas (“Consultant”) and Victory Divide Mining Company, a Nevada Corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
THIS AGREEMENT (this “Agreement”) is dated as of October 3, 2007 by and between Victory Divide Mining Company, a Nevada corporation (the “Company”), and Winner State Investments Limited (“Shareholder”).
SHARE EXCHANGE AGREEMENT by and among WINNER STATE INVESTMENTS LIMITED FANG CHEN, YANG MIAO AND YING ZHANG FAITH WINNER INVESTMENTS LIMITED and VICTORY DIVIDE MINING COMPANY dated as of October 3, 2007Share Exchange Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
SHARE EXCHANGE AGREEMENT, dated as of October 3, 2007 (this “Agreement”) by and among Winner State Investments Limited, a British Virgin Islands company (“Winner State”), Fang Chen (“Fang”), an individual, Yang Miao (“Yang”), an individual, Ying Zhang (“Ying”), an individual, Faith Winner Investments Limited, a British Virgin Islands company (“Faith Winner”), and Victory Divide Mining Company, a Nevada corporation (“VICTORY DIVIDE”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of October 3, 2007, is entered into by and among Victory Divide Mining Company., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd., a Cayman Islands company, as representative of the Purchasers (the “Purchaser Representative”), Winner State International Limited, a British Virgin Islands company (the “Principal Stockholder”), and Loeb & Loeb LLP, with an address at 345 Park Avenue New York, NY 10154 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
SERIES J - REGISTRATION RIGHTS AGREEMENTSeries J - Registration Rights Agreement • October 10th, 2007 • Victory Divide Mining CO • Blank checks • New York
This Series J Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2007, by and among Victory Divide Mining Company, a Nevada corporation (the “Company”), and the holders listed on Schedule I hereto (the “Holders”).
ContractVictory Divide Mining CO • October 10th, 2007 • Blank checks • New York
