FORM OF NORD VOTING AGREEMENTForm of Nord Voting Agreement • October 25th, 2006 • Nord Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2006, by and among (i) Platinum Diversified Mining USA, Inc., a Delaware corporation (together with its successors and permitted assigns, “PDM USA”), (ii) NORD Resources Corporation, a Delaware corporation (together with its successors, “NORD”), and (iii) the undersigned stockholders of NORD (each, solely in its capacity as such a stockholder, a “Stockholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PLATINUM DIVERSIFIED MINING, INC., PLATINUM DIVERSIFIED MINING USA, INC., A WHOLLY-OWNED DIRECT SUBSIDIARY OF PLATINUM DIVERSIFIED MINING, INC., PDM MERGER CORP., A WHOLLY-OWNED DIRECT SUBSIDIARY OF PLATINUM...Agreement and Plan of Merger • October 25th, 2006 • Nord Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Agreement and Plan of Merger is made and entered into as of the 23rd day of October, 2006, by and among Platinum Diversified Mining, Inc., a Cayman Islands corporation (“PDM”); Platinum Diversified Mining USA, Inc., a Delaware corporation and a wholly-owned Subsidiary of PDM (“PDM USA”); PDM Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of PDM USA (“Merger Sub”); and NORD Resources Corporation, a Delaware corporation (“NORD”).
DEPOSIT ESCROW AGREEMENTDeposit Escrow Agreement • October 25th, 2006 • Nord Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Deposit Escrow Agreement is entered into as of October 23, 2006, by and among Platinum Diversified Mining USA, Inc., a Delaware corporation (the “PDM USA”), NORD Resources Corporation (“NORD”) and American Stock Transfer & Trust Company (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
