AMENDED AND RESTATED OPERATING AGREEMENT FOROperating Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • Nevada
This Operating Agreement (“Agreement”) is amended and restated as of April 2. 2010, by and among the parties listed on the signature pages hereof (collectively referred to as the “Members” or individually as a “Member”), with reference to the following facts.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of April 21, 2010 by and among Atwood Minerals & Mining Corp. a Nevada corporation (the “Company”), Phreadz USA, LLC, a Nevada limited liability company (the “Target”), and the members of Target (the “Selling Members”) listed on Exhibit A attached hereto.
ATWOOD MINERALS & MINING CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of April __, 2010 (the “Effective Date”), by and between Atwood Minerals & Mining Corp., a Nevada corporation (the “Company”) and GJD Holdings, LLC, a Delaware limited liability company (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California
This Employment Agreement (the “Agreement”) is entered into as of April ___, 2010 (“Effective Date”), by and between Atwood Mineral & Mining Corp. (together with its successors and assigns permitted under the Agreement, the “Company”), and Georges J. Daou (the “Executive”), with reference to the following facts:
SUBSCRIPTION AGREEMENTSubscription Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 23, 2010, by and among Phreadz USA LLC., a Nevada limited liability company (“Phreadz”), Universal Database of Music USA LLC, a Nevada limited liability company (“UDM”, together with Phreadz, the “Issuers”), and Professional Capital Partners, Ltd., a British Virgin Islands company (the “Subscriber”).
SECURITY AGREEMENTSecurity Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • New York
SECURITY AGREEMENT (this “Agreement”), dated as of March 23, 2010, by and among Phreadz USA, LLC, a Nevada limited liability company (“Phreadz”), Universal Database of Music USA, LLC, a Nevada limited liability company (“UDM”, together with Phreadz, the “Issuers”), and the secured parties signatory hereto and their respective endorsees, transferees (collectively, the “Secured Party”).
ATWOOD MINERALS & MINING CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of April __, 2010 (the “Effective Date”), by and between Atwood Minerals & Mining Corp., a Nevada corporation (formerly Atwood Minerals & Mining Corp.) (the “Company”) and Jacques Krischer, an individual (the “Stockholder”).
INDEMNITY AGREEMENTIndemnity Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California
This Indemnity Agreement, dated as of April __, 2010, is made by and between Atwood Mineral & Mining Corp. a Nevada corporation (the “Company”), and Georges J. Daou, an individual (the “Indemnitee”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) dated as of March 23, 2010, by and among Phreadz USA, LLC, a Nevada limited liability company (“Phreadz”), Universal Database of Music USA, LLC, a Nevada limited liability company (“UDM”, together with Phreadz, the “Issuers”), and the secured parties signatory hereto and their respective endorsees, transferees (collectively, the “Secured Party”).
PHREADZ USA, LLC. CORPORATE LOAN AGREEMENTCorporate Loan Agreement • April 27th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • Nevada
FOR VALUE RECEIVED, the undersigned, Phreadz USA, LLC., a Nevada Corporation (referred to herein as the “Borrower” or “FRDZ”), with offices at 63 Main Street, Flemington, NJ 08822, hereby unconditionally promises to pay to the order of ____________, his endorsees, successors and assigns (the “Lender”), in lawful money of the United States, at 12 Fisher King Road, Skillman NJ 08558, or such other address as the Lender may from time to time designate, the principal sum of Fifty Thousand Dollars ($50,000USD) (the “Loan”). This Note shall mature and become due and payable in full on June 30, 2010 (the “Maturity Date”).
