SECURITY AGREEMENTSecurity 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.
ContractWits Basin Precious Minerals Inc • February 20th, 2008 • 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.
ContractWits 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.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”), is entered into as of February 7, 2008 by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Pledgor”), and China Gold, LLC, a Kansas limited liability company, together with its successors and assigns and all other holders of securities and equity interests pursuant to the Convertible Notes Purchase Agreement (hereinafter defined) (together with its respective successors and assigns, “Purchaser”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 11, 2008 by and between WITS BASIN PRECIOUS MINERALS INC. and PLATINUM LONG TERM GROWTH V, LLCNote and Warrant Purchase Agreement • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of February 11, 2008 (this “Agreement”) by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and Platinum Long Term Growth V, LLC, a Delaware limited liability company (the “Purchaser”).
GUARANTYGuaranty • February 20th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • New York
GUARANTY (the “Guaranty”), dated as of February 11, 2008, by Gregory Gold Producers, Incorporated, a Colorado corporation, with an address of 900 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402 (a “Guarantor”, and collectively with any other party executing this Guaranty, the “Guarantors”), in favor of Platinum Long Term Growth V, LLC, a Delaware limited liability company, with an office at 152 West 57th Street, 54th Floor, New York, NY 10019 (the “Secured Party”).
