COMMON STOCK PURCHASE WARRANT BRAZIL MINERALS, INC.Brazil Minerals, Inc. • January 28th, 2022 • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•], a [•], or its registered 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 the date hereof (the “Issuance Date”) and on or prior to the close of business on [•] (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRAZIL MINERALS, INC., a Nevada corporation (the “Company”), up to [•] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
SEcurities PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • Brazil Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
This Securities Purchase Agreement (this “Agreement”) is made as of [•] by and between [•], with an address at [•] (the “Purchaser”) and Brazil Minerals, Inc., a Nevada corporation, with an address at 1443 E. Washington Blvd, Ste. 278, Pasadena, CA 91104 (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2022 • Brazil Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Employment Agreement (“Agreement”) is made and entered into on December 31, 2020, between BRAZIL MINERALS, INC., a Nevada corporation, whose principal place of business is at Rua Vereador Joao Alves Praes, 95-A, Olhos D’Agua, MG 39.398-000, Brazil (hereinafter referred to as “Employer”) and MARC FOGASSA, a California resident, whose mailing address is at 1443 East Washington Boulevard, Suite 278, Pasadena, CA 91104 (hereinafter referred to as “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • Brazil Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Securities Purchase Agreement (this “Agreement”) is dated as of [•], between BRAZIL MINERALS, INC. (the “Company”), and WARBERG WF [•] LP (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT BRAZIL MINERALS, INC.Common Stock Purchase Warrant • January 28th, 2022 • Brazil Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WARBERG WF IX LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, on the Initial Exercise Date (as defined below) and on or prior to 5:00 PM (Eastern time) on the date that is three years from the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brazil Minerals, Inc. (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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 1(b). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 5 below.
SETTLEMENT AGREEMENTSettlement Agreement • January 28th, 2022 • Brazil Minerals, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Settlement Agreement (the “Settlement Agreement”, dated as of November 15, 2021 (the “Settlement Date”), among on the one hand Brazil Minerals, Inc. (“Borrower”) and on the other hand GW Holdings Group, LLC, (“Holder” and together with Borrower, the “Parties”, and each, a “Party”).
