INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This Investor Rights Agreement is dated as of September 28, 2011, and is entered into by Resource Holdings, Inc., a Nevada corporation (the “Company”), and West Ventures, LLC (the “Investor”).
SENIOR SECURED NOTE AGREEMENT Dated as of September 28, 2011 among RESOURCE HOLDINGS, INC., as Issuer, and WEST VENTURES, LLC as PurchaserSenior Secured Note Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This SENIOR SECURED NOTE AGREEMENT (this “Agreement”) is executed as of September 28, 2011 by and among RESOURCE HOLDINGS, INC., a Nevada corporation (“Issuer”), and WEST VENTURES, LLC (together with its successors and permitted assigns, “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This SECURITY AGREEMENT, dated as of September 28, 2011, is entered into by and among RESOURCE HOLDINGS, INC., a Nevada corporation (the “Grantor”), and WEST VENTURES, LLC, (together with its successors and permitted assigns, “Purchaser”).
Dated September 21, 2011 QUOTA PLEDGE AGREEMENT Resources Holdings, Inc as Pledgor West Ventures, LLC as Pledgee RHI Mineração Ltda. as intervening and consenting partyQuota Pledge Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter into this Agreement, which shall be governed by the following terms and conditions:
COMMON SHARE PURCHASE AND REVENUE SHARE AGREEMENTCommon Share Purchase and Revenue Share Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
This Common Share Purchase and Revenue Share Agreement (this “Agreement”) is dated as of September 28, 2011, among Resource Holdings, Inc., a Nevada corporation (the “Company”), and West Ventures, LLC (the “Investor”).
GUARANTYResource Holdings, Inc. • October 4th, 2011 • Blank checks
I, Michael Campbell, being duly sworn, do hereby certify to West Ventures, LLC (the “Lender”), in connection with that certain Senior Secured Note Agreement, dated as of the date hereof (the “Note Agreement”), between Resource Holdings, Inc. (the “Company”) and the Lender, that, so long as any principal or interest remains outstanding under the Note Agreement, I will not knowingly and intentionally take any action as an officer or director of the Company that is fraudulent, willful misconduct, misrepresentative or that would cause any court of competent jurisdiction to enter against the Company or RHI Mineração LTDA a decree or order for relief in any voluntary or involuntary case under the United States Bankruptcy Code, 11 U.S.C. §101, et seq., or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or to cause any winding up, liquidation, or other such other similar relief to be granted to the Company or RHI Mineração LTDA under any applicable
Dated September 21, 2011/Datado de 21 de setembro de 2011 LOAN AGREEMENT CONTRATO DE EMPRÉSTIMO Entered between/ celebrado enre Reginaldo Luiz de Almeida Ferreira - ME and/e Resource Holdings, Inc.Loan Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks • New York
RESOURCE HOLDINGS, INC., a company constituted and existing under the laws of the United States of America with head offices at 11753 Willard Avenue, California 92782, USA, herein duly represented by its attorney-in-fact MICHAEL CAMPBELL, hereinafter simply referred to as “CREDITOR”; and
OPTION AGREEMENTOption Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 4th, 2011 • Resource Holdings, Inc. • Blank checks
This Termination and Release Agreement (hereinafter simply referred to as the “Termination Agreement”) is entered on September 21, 2011, by and between:
ContractResource Holdings, Inc. • October 4th, 2011 • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OF THE NOTE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE ISSUER HEREOF IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER AND EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SENIOR SECURED NOTE AGREEMENT REFERRED TO BELOW.
