PRIVATE OPTION AGREEMENT
EXHIBIT
10.68
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”).
1. Grant of
Option. Grantor hereby irrevocably grants to Holder the right
and option, hereinafter called the “Option,” to purchase
from Grantor up to 1,299,000 shares of common stock, par value $0.001 per share,
of Princeton Acquisitions, Inc. (a/k/a Standard Gold) (“Princeton”; and the
shares of common stock of Princeton subject to this Option, the “Option Shares”),
subject to the terms and conditions herein set forth. The parties
hereby acknowledge and agree that this Option is being issued pursuant to that
certain Loan Agreement dated on or around the date hereof by and between Grantor
and Holder (the “Loan
Agreement”), the terms and conditions of which are incorporated
herein.
2. Purchase
Price. The purchase price of the Option Shares covered by this
Option shall be One U.S. Dollar (US$1.00) per Option Share, hereinafter referred
to as the “Option
Exercise Price.”
3. Term of
Option. The Option shall become exercisable on the date hereof
and until five (5) years from the date hereof.
4. Exercise of
Option. Subject to the terms and conditions of this Agreement,
the Option may be exercised by written notice to Grantor. Such notice
shall state the election to exercise the Option, the number of Option Shares
with respect to which the Option is being exercised, and shall be signed by
Holder. Such notice shall be accompanied by full payment, in good and
immediately available funds, of the total purchase price of the Option Shares
being purchased upon such exercise. By exercising such Option, Holder
shall reaffirm, with respect to the Option Shares, as of the date of such
exercise the representations, warranties and covenants of Holder as set forth in
the Loan Agreement. At the reasonable request of Grantor, at the time
of any exercise of this Option, Holder shall also be required to make any
additional reasonable representations, warranties or covenants with respect to
the securities of Princeton.
5. Transferability of Option;
No Liens. Grantor hereby represents and warrants to Holder
that the Option Shares that may be transferred to Holder upon any exercise of
this Option shall be free of any liens and encumbrances other than ordinary
restrictions on subsequent transfer imposed by state and federal securities laws
and other governing Princeton documents.
6. General. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Minnesota without regard to its conflicts-of-law
principles. The Loan Agreement (and any agreements referenced
therein) and this Option set forth the complete agreement of the parties hereto
with respect to the subject matter hereof, and may not be modified, waived or
amended except in a writing executed by the parties hereto.
[Signature
Page to Follow.]
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In
Witness Whereof, this Agreement is made as of the date first above
written.
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GRANTOR:
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HOLDER:
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KENGLO
ONE LTD.
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By:
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/s/ Xxxxxxx X. Xxxx
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By:
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/s/ Xxx Xxxxxxxx
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Xxxxxxx
X. Xxxx, Chief Executive Officer
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Its: Director
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