COMMON STOCK PURCHASE WARRANTS To Purchase ________ Shares of Common Stock of TERRA NOSTRA RESOURCES CORP.Common Stock Purchase Warrant • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, ___________________ (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 of this Warrant and on or prior to the fifth anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terra Nostra Resources Corp., a Nevada corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be US$1.75. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purcha
THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND...Securities Purchase Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • New York
SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of August 28, between Terra Nostra Resources Corp., a Nevada corporation (the “Company”), and each person or entity listed as a Purchaser on Schedule I attached to this Agreement (collectively and individually, the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • Nevada
This Registration Rights Agreement (“Agreement”) is entered into as of August 29, 2007, between Terra Nostra Resources Corp., a Nevada corporation (the “Company”) and each of the parties listed under “Holders” hereto (each, a “Holder”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Convertible Note • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • New York
THIS NOTE is one of a duly authorized issue of Notes issued by TERRA NOSTRA RESOURCES CORP., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company’s 10% Senior Secured Convertible Promissory Note Due ________, 2008 (“Maturity Date”) in an aggregate principal amount equal to Twelve Million Five Hundred Thousand U.S. Dollars (U.S. $12,500,000.00) (the “Notes”).
PLEDGE AGREEMENTPledge Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of this 29th day of August, 2007 is made among each of the Pledgors listed on the signature pages hereof (each, a “Pledgor”), the holders of the Notes (as defined herein) listed as the Secured Parties on the signature pages hereof (each, a “Secured Party”) and Wollmuth Maher & Deutsch LLP, as collateral agent (the “Collateral Agent”) hereunder for the benefit of the Secured Parties.
