ContractWits Basin Precious Minerals Inc • April 15th, 2010 • Gold and silver ores • Kansas
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
THIRD AMENDED AND RESTATED PROMISSORY NOTEWits Basin Precious Minerals Inc • April 15th, 2010 • Gold and silver ores • Kansas
This Third Amended and Restated Promissory Note (the “Note”) is issued pursuant to that certain Notes Purchase Agreement dated as of April 10, 2007, as previously amended by that certain Amendment to Notes Purchase Agreement dated June 19, 2007, and as further amended on November 10, 2008, December 22, 2008 and on the date hereof (as amended, modified, or replace from time to time, the “Notes Purchase Agreement”). Pursuant to that certain Amended and Restated Promissory Note dated November 11, 2008 (the “First Amended Note”), the Issuer and Holder amended and consolidated the following notes issued pursuant to the Notes Purchase Agreement: (i) Convertible Promissory Note issued on April 10, 2007 in the principal amount of $3,000,000; (ii) Convertible Promissory Note issued on May 7, 2007 in the principal amount of $2,000,000; (iii) Convertible Promissory Note issued on June 19, 2007 in the principal amount of $4,000,000; and (iv) Convertible Promissory Note issued on July 9, 2007 in th
SECURITY AGREEMENTSecurity Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of December 14, 2009, and is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”), Gregory Gold Producers, Inc., a Colorado corporation (“Gregory Gold”; and collectively with Wits Basin and Hunter Bates, the “Debtors” and each individually, a “Debtor”) and Kenglo One, Ltd., a company incorporated under the laws of Jersey, its successors and assigns (together with its successors and assigns, “Secured Party”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of December 17, 2009, and is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”), Gregory Gold Producers, Inc., a Colorado corporation (collectively with Wits Basin and Hunter Bates, the “Debtors”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns, “Secured Party”).
AMENDMENT NO. 4 TO NOTES PURCHASE AGREEMENTNotes Purchase Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
This Amendment No. 4 to Notes Purchase Agreement (this “Amendment”) is entered into on this 17th day of December, 2009, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Issuer”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “Purchaser”), to amend, as hereinafter set forth, the terms of that certain Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007, November 10, 2008 and December 22, 2008 (as amended, the “Purchase Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.
THIRD AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores
THIS THIRD AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”), is entered into as of December 17, 2009 by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”), Gregory Gold Producers, Inc., a Colorado corporation (“Gregory Gold”; and collectively with Wits Basin and Gregory Gold, the “Pledgors”), and China Gold, LLC, a Kansas limited liability company, together with its successors and assigns and all other holders of securities and equity interests pursuant to the Purchase Agreement (hereinafter defined) (together with its respective successors and assigns, “Purchaser”).
Wits Basin Precious Minerals Inc.Wits Basin Precious Minerals Inc • April 15th, 2010 • Gold and silver ores
The purpose of this letter is to confirm and formalize our agreements with respect to that certain loan by Pioneer Holdings, LLC (“Pioneer”) to Wits Basin Precious Minerals Inc. (together with any subsidiary created for the purposes of operations in Chile, “Wits Basin”) of $30,000 on May 11, 2009 (the “Loan”).
LOAN AGREEMENTLoan Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota
This Loan Agreement (the “Agreement”) is entered into as of the 14th day of December, 2009, by and among Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and Kenglo One Ltd. (the “Lender”).
PRIVATE OPTION AGREEMENTPrivate Option Agreement • April 15th, 2010 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota
This Private Option Agreement is made as of the 14th day of December, 2009, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Grantor”), and Kenglo One Ltd. (“Holder”).
