CONVERTIBLE PROMISSORY NOTEWits Basin Precious Minerals Inc • June 25th, 2007 • Gold and silver ores • Kansas
FOR 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
SECURITY AGREEMENTSecurity Agreement • June 25th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of June 19, 2007, and is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Issuer”), and China Gold, LLC a Kansas limited liability company, its successors and assigns (together with its successors and assigns, “Purchaser”).
AMENDMENT TO CONVERTIBLE NOTES PURCHASE AGREEMENTConvertible Notes Purchase Agreement • June 25th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
This Amendment to Convertible Notes Purchase Agreement (this “Amendment”) is entered into on this 19th day of June, 2007, 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 Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser (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.
