Wits Basin Precious Minerals Inc Sample Contracts

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JUNE 6, 2001 -------------------------- 2 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 15th, 2001 • Meteor Industries Inc • Retail-auto & home supply stores • Minnesota
EXHIBIT C
Pledge Agreement • April 5th, 2002 • Active Iq Technologies Inc • Retail-auto & home supply stores
AND
Warrant Agreement • May 27th, 1997 • Meteor Industries Inc • Retail-auto & home supply stores • Colorado
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 21st, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
METEOR INDUSTRIES, INC. 600,000 Shares of Common Stock and 600,000 Redeemable Warrants UNDERWRITING AGREEMENT
Underwriting Agreement • May 7th, 1997 • Meteor Industries Inc • Retail-auto & home supply stores • Connecticut
RECITALS
Asset Purchase Agreement • March 21st, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
EXHIBIT 2.4 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 14th, 2001 • Meteor Industries Inc • Retail-auto & home supply stores
PROMISSORY NOTE
Promissory Note • September 21st, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores
ARTICLE I. APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATES
Warrant Agreement • August 21st, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
INTRODUCTION
Joint Venture Agreement • July 1st, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
EXHIBIT 10.2 ================================================================== ============== AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 13th, 2001 • Meteor Industries Inc • Retail-auto & home supply stores • Minnesota
LOGO] ACTIVE IQ TECHNOLOGIES, INC.
Employee Stock Option Agreement • April 5th, 2002 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 12th, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
METEOR INDUSTRIES, INC. AND AMERICAN SECURITIES TRANSFER & TRUST, INC. WARRANT AGENT
Warrant Agreement • August 29th, 1997 • Meteor Industries Inc • Retail-auto & home supply stores • Colorado
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SECURITY AGREEMENT
Security Agreement • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York

This SECURITY AGREEMENT, dated as of February 11, 2008 (this “Agreement”), is among Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), certain Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Platinum Long Term Growth V, LLC, a Delaware limited liability company (the “Secured Party”), the holder of the Company’s Senior Secured Note, issued on February 11, 2008 in the original principal amount of $1,020,000 (the “Note”), and its endorsees, transferees and assigns.

RIGHTS AGReeMENT
Rights Agreement • August 22nd, 2012 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York

THIS AGREEMENT (the “Agreement”) dated as of August 22, 2012, is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).

EXHIBIT 10.2 MEMBER CONTROL AGREEMENT
Member Control Agreement • July 1st, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
SUPPLEMENT TO WITS BASIN PRECIOUS MINERALS INC. SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Subscription Agreement • December 16th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores
COMMON STOCK PURCHASE WARRANT To Purchase 2,100,000 Shares of Common Stock of WITS BASIN PRECIOUS MINERALS INC.
Securities Agreement • April 4th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum Long Term Growth V, LLC (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 July 27, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), up to 2,100,000 shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (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 2(b).

AGREEMENT
Quota Purchase Agreement • August 4th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Ontario
Contract
Warrant Agreement • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR WITS BASIN PRECIOUS MINERALS INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

ARTICLE I
Stock Purchase Agreement • October 18th, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
WARRANT AGREEMENT
Warrant Agreement • July 14th, 2006 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota

THIS WARRANT AGREEMENT (the “Warrant Agreement”) is entered into as of the 28 day of June 2006, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and American Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”).

Contract
Convertible Promissory Note • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York

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.

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