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
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 21st, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
RECITALS
Asset Purchase Agreement • March 21st, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
BETWEEN:
Agreement • February 12th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota
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
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
AGREEMENT
Agreement • August 4th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Ontario
EXHIBIT 10.2 ================================================================== ============== AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 13th, 2001 • Meteor Industries Inc • Retail-auto & home supply stores • Minnesota
PROMISSORY NOTE
Active Iq Technologies Inc • September 21st, 2001 • Retail-auto & home supply stores
ARTICLE I
Stock Purchase Agreement • October 18th, 2001 • Active Iq Technologies 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
AND
Warrant Agreement • May 27th, 1997 • Meteor Industries Inc • Retail-auto & home supply stores • Colorado
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 12th, 2003 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
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AND
Agreement • June 25th, 1998 • Meteor Industries Inc • Retail-auto & home supply stores • Colorado
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.

Contract
Wits 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.

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
COMMON STOCK PURCHASE WARRANT To Purchase 3,000,000 Shares of Common Stock of WITS BASIN PRECIOUS MINERALS INC.
Common Stock Purchase Warrant • 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, a Delaware limited liability company (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”), subject to the limitations in Section 2(f), up to 3,000,000 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).

Contract
Wits Basin Precious Minerals Inc • February 20th, 2008 • 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.

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”).

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