CONVERTIBLE PROMISSORY NOTEWits Basin Precious Minerals Inc • June 25th, 2007 • Gold and silver ores • Kansas
Company FiledJune 25th, 2007 Industry JurisdictionFOR VALUE RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (“Issuer”), hereby unconditionally promises to pay to the order of China Gold LLC, a Kansas limited liability company, or its successors and assigns (the “Holder”) on or before September 17, 2007, subject to extension as set forth below (the “Maturity Date”), the principal sum of up to Four Million Dollars and 00/100 Cents ($4,000,000.00) (the “Principal”), together with accrued and unpaid interest thereon, as provided herein, from the date set forth in Section 3 below until fully paid (the “Indebtedness”), all without relief from valuation or appraisement laws. This Convertible Promissory Note (the “Note”) is issued pursuant to that certain Convertible Notes Purchase Agreement dated as of April 10, 2007, as amended by that certain Amendment to Convertible Notes Purchase Agreement dated June 19, 2007, by and between Issuer and Holder (as amended, modified
ContractWits Basin Precious Minerals Inc • April 16th, 2007 • Gold and silver ores • Kansas
Company FiledApril 16th, 2007 Industry JurisdictionNEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE “SECURITIES LAWS”) AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE ISSUER THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS. TRANSFER OF THIS CONVERTIBLE NOTE IS ALSO RESTRICTED BY THE CONVERTIBLE NOTES PURCHASE AGREEMENT REFERRED TO HEREIN.