SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2014, between Avalon Rare Metals Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STRICTLY CONFIDENTIAL Mr. Donald Bubar Chief Executive Officer Avalon Rare Metals Inc. 130 West Adelaide Street, Suite 1901 Toronto, ON M5H 3P5 Canada Dear Mr. Bubar:Letter Agreement • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining • New York
This letter agreement (this “Agreement”) constitutes the agreement between Avalon Rare Metals Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) that Wainwright shall serve as the exclusive agent, advisor or underwriter in a United States offering (the “Offering”) of securities of the Company (“Securities”) during the Term (as defined below) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in the Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright reasonably deems appropriate under the circumstances and to the receipt of all internal approvals of Wain
STRICTLY CONFIDENTIAL Mr. Donald Bubar Chief Executive Officer Avalon Rare Metals Inc. 130 West Adelaide Street, Suite 1901 Toronto, ON M5H 3P5 Canada Dear Donald:Avalon Rare Metals Inc. • June 10th, 2014 • Metal mining
Reference is made to the engagement letter (the “Engagement Letter”), dated May 21, 2014, by and between Avalon Rare Metals Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the Offering during the Term.
COMMON SHARE PURCHASE WARRANT AVALON RARE METALS INC.Common Share Purchase Warrant • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining
THIS COMMON SHARE PURCHASE WARRANT (the Warrant) certifies that, for value received, _____________ 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 December ___, 2014 (the Initial Exercise Date) and on or prior to the close of business on the six and one-half (6½) year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from AVALON RARE METALS INC., a Canadian corporation (the Company), up to ______ Common Shares (as subject to adjustment hereunder, the Warrant Shares). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT AVALON RARE METALS INC.Common Share Purchase Warrant • June 10th, 2014 • Avalon Rare Metals Inc. • Metal mining
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________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 December ___, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the two and one-half (2½) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVALON RARE METALS INC., a Canadian corporation (the “Company”), up to ______Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
