SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2007, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Seller”), and Esterna Ltd., a Cypriot limited company (the “Investor”). Each of Seller and Investor may be referred to individually herein as a “Party” and, collectively, as the “Parties”.
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.Waiver of Employee Compensation • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
This letter is intended to confirm our agreement with you regarding the waiver of certain compensation. As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”), expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, the Company and its subsidiaries and related entities (collectively, with the Company, the “Affiliated Entities”) wish to confirm with you that you have agreed on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns to (i) waive all claims or demands for salary due and unpaid, whether or not due in connection with that certain Employment Agreement dated as of January 7, 2005, as may have been amended and supplemented to date, between
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.Waiver of Employee Compensation • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
This letter is intended to confirm our agreement with you regarding the waiver of certain compensation. As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”), expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, the Company and its subsidiaries and related entities (collectively, with the Company, the “Affiliated Entities”) wish to confirm with you that you have agreed on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns to waive all claims or demands for salary due and unpaid, whether or not due in connection with that certain Employment Agreement dated as of June 13, 2005, as may have been amended and supplemented to date, between the Co
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.Deferral of Repayment of Loan • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
This letter is intended to confirm our agreement with you regarding the deferral of certain monies that you, individually, have previously advanced to Terra Energy & Resource Technologies, Inc. (the “Company”) and its subsidiaries and related entities (collectively, with the Company, the “Affiliated Entities”). As you have been informed by us, the Company expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, the Affiliated Entities confirm with you our agreement regarding the repayment of such monies. As of December 12, 2007, we owe you $105,000 for monies that you have previously advanced to the Company, without including any mutually agreeable interest thereon, if any, together with such additional advances as you may m
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.Employment Agreement • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”) expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, you, you, on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns hereby agree to the termination of that certain written Employment Agreement, dated as of January 7, 2005, as may have been amended and supplemented to date (collectively, “Employment Agreement”) between the Company and you as of the date hereof. The Addendum to the Employment Agreement, dated as of September 17, 2007, regarding the termination of stock options shall remain effective. You shall be entitled to retain unencumbered all shares you own and all options you now o
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.Employment Agreement • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”) expects to enter into a Securities Purchase Agreement with at third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Esterna to enter into the Purchase Agreement and other good and valuable consideration the receipt of which is hereby acknowledged, you, you, on behalf of yourself, your heirs, privies, executors, administrators, estate, agents and assigns hereby agree to the termination of that certain written Employment Agreement, dated as of June 13, 2005, as may have been amended and supplemented to date (collectively, “Employment Agreement”) between the Company and you as of the date hereof. The Addendum to the Employment Agreement, dated as of September 17, 2007, regarding the termination of stock options shall remain effective. The parties acknowledge that there exists no other written employment agreement between you
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. New York, New York 10016Waiver of Fees • January 4th, 2008 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
This letter is intended to confirm our agreement with you regarding the waiver of certain fees in connection with the Second Amended and Restated Technology License Agreement (the “License Agreement”) dated as of July 17, 2007, by and between TERRA INSIGHT CORPORATION, a Delaware corporation (“TIC”), and THE INSTITUTE OF GEOINFORMATIONAL ANALYSIS OF THE EARTH, a Liechtenstein establishment (the “Institute”), and the related Second Amended and Restated Services Agreement (the “Services Agreement”) dated as of July 17, 2007 between the parties. Capitalized terms not otherwise defined herein shall have the meanings set forth in the License Agreement and the Services Agreement. As you have been informed by us, Terra Energy & Resource Technologies, Inc. (the “Company”), the parent corporation of TIC, expects to enter into a Securities Purchase Agreement with a third party, Esterna Ltd, which is anticipated to close in December 2007 (the “Purchase Agreement”). As a material inducement to Est
