REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Purchase Agreement”).
ESCROW AGREEMENTEscrow Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
THIS ESCROW AGREEMENT dated as of December 9, 2014 (the “Escrow Agreement”), is entered into by and among Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), <Name Redacted>, a Cayman Islands exempted company (“<Name Redacted>,” and together with the Company, the “Parties,” and each individually, a “Party”), as holder of certain 8% Original Issue Discount Senior Convertible Debentures of the Company in the aggregate principal amount of up to $15,000,000 (collectively, the “Debentures”) and certain Common Stock Purchase Warrants (the “Warrants”) and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENT Dated as of December 9, 2014 by and between Tanzanian Royalty Exploration Corporation (TRX) and <Name Redacted> SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
giving effect to any limitations on conversion set forth in the Debentures or limitations on exercise set forth in the Warrants) and issuable upon any redemption of the Debentures and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, or (b) such Registrable Securities have been previously sold in accordance with Rule 144.
CONTINUING GUARANTYContinuing Guaranty • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
COMMON STOCK PURCHASE WARRANTSecurities Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <Name Redacted>. or its assigns (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 the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), up to 982,143 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, without par value per share (the “Common Stock”). The purchase price of one Warrant Share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE DECEMBER 9, 20161Convertible Security Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Convertible Debentures of Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), having its principal place of business at 44th Floor, Scotia Plaza, 40 King Street West, Toronto Ontario M5H 3Y4, designated as its 8% Original Issue Discount Senior Convertible Debentures due December 9, 20162 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”) issued pursuant to that certain Securities Purchase Agreement, dated December 9, 2014, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”). Certain capitalized terms used in this Debenture are defined in Section 19.
