REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2008 • Wave Uranium Holding • Metal mining
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 20, 2008, between Wave Uranium Holding, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT WAVE URANIUM HOLDINGWave Uranium Holding • March 26th, 2008 • Metal mining
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 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 Wave Uranium Holding, a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2008 • Wave Uranium Holding • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2008 between Wave Uranium Holding, Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 26th, 2008 • Wave Uranium Holding • Metal mining • New York
This SECURITY AGREEMENT, dated as of March 20, 2008 (this “Agreement”), is among Wave Uranium Holding, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due 2 years following their issuance, in the original aggregate principal amount of up to $1,562,500 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 26th, 2008 • Wave Uranium Holding • Metal mining • New York
SUBSIDIARY GUARANTEE, dated as of March 20, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Wave Uranium Holding, a Nevada corporation (the “Company”) and the Purchasers.
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 20, 2010Wave Uranium Holding • March 26th, 2008 • Metal mining • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Wave Uranium Holding, a Nevada corporation, (the “Company”), having its principal place of business at 5248 Vegas Drive, Suite 228, Las Vegas, Nevada 89108, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due March 20, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 26th, 2008 • Wave Uranium Holding • Metal mining • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated March 20, 2008, made by and among Wave Uranium Holding (the “Company”) and the holders signatory hereto (collectively, the “Pledgors”) of the common stock of the Company, in favor of each of the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due, unless due earlier pursuant to the terms therein, two years following their issuance (collectively, the “Pledgees”).
FORM OF LOCK-UP AGREEMENTSecurities Purchase Agreement • March 26th, 2008 • Wave Uranium Holding • Metal mining • New York
Re: Securities Purchase Agreement, dated as of March 20, 2008 (the “Purchase Agreement”), between Wave Uranium Holding, a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
