FORM OF WARRANT]Banro Corp • August 19th, 2014 • Gold and silver ores • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN AN "OFFSHORE TRANSACTION" AS DEFINED IN REGULATION S UNDER THE 1933 ACT BY A HOLDER THAT IS NOT A U.S. PERSON AS DEFINED IN REGULATION S AND IS NOT EXERCISING THE WARRANT ON BEHALF OF A U.S. PERSON, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2014 • Banro Corp • Gold and silver ores • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 18, 2014, by and among Banro Corporation, a Canadian corporation, with headquarters located at 1 First Canadian Place, 100 King Street West, Suite 7070, Toronto, Ontario, Canada M5X 1E3 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
GUARANTYGuaranty • August 19th, 2014 • Banro Corp • Gold and silver ores • New York
GUARANTY, dated as of August 18, 2014 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the "Buyers" (as defined below) party to the Securities Purchase Agreement referenced below.
FORM OF LOCK-UP AGREEMENT August 18, 2014Lock-Up Agreement • August 19th, 2014 • Banro Corp • Gold and silver ores • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of August 18, 2014, by and among Banro Corporation (the "Company"), and the investors listed on the Schedule of Buyers attached thereto (the "Buyers"), with respect to (i) the issuance of parity secured notes and priority secured notes (collectively, the "Notes") and (ii) the issuance of warrants (the "Warrants"), which are exercisable to purchase common shares of the Company, no par value (the "Common Shares"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
