SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2009 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2009, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned Investor (the “Investor”).
EXCHANGE AGREEMENTExchange Agreement • April 2nd, 2009 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 19, 2009, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”), and Esterna Ltd., a Cypriot limited company (the “Stockholder”). Each of the Company and the Stockholder may be referred to individually herein as a “Party” and, collectively, as the “Parties”.
March 19, 2009Terra Energy & Resource Technologies, Inc. • April 2nd, 2009 • Oil & gas field exploration services
This letter is intended to inform you that I elect to forfeit all 5 million stock options which I was granted by the Company or otherwise entitled to under my Employment Agreement, dated as of July 21, 2008, subject to and to be effective upon the closing of my investment in the Company pursuant to the Securities Purchase Agreement, dated as of March 19, 2009. Please acknowledge your acceptance of this letter, and the terms herein, by signing below. This letter will also serve as a modification of the Employment Agreement with respect to the stock options upon the effective date and your acceptance.
CONSULTING AGREEMENTConsulting Agreement • April 2nd, 2009 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
THIS CONSULTING AGREEMENT (this “Agreement”) dated as of April 1, 2009 is entered by and between Terra Energy & Resource Technologies, Inc. (the “Company”) and Roman Rozenberg (the “Consultant”).
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. Common Stock Purchase Warrant Right to Purchase ____________ Shares of Common StockTerra Energy & Resource Technologies, Inc. • April 2nd, 2009 • Oil & gas field exploration services • New York
THIS CERTIFIES THAT, for value received, pursuant to that certain __________ Agreement dated as of March 19, 2009 (the “_________ Agreement”) by Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”) and the Holder herein specified, ___________ (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the above-specified Issue Date and at or prior to the close of business (5 pm EST, New York time) on the above-specified Expiration Date, but not thereafter, to subscribe for and purchase from the Company, up to __________ fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Exercise Price (as defined in Section 3 below). In the event of any conflict between the terms of this Warrant and the ________ Agreement pursuant to which this Warrant is issued, this Warrant shall control. Capitalized terms used and not otherwise defined her
