SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • December 29th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores
THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”), is entered into as of December 22, 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”).
AMENDMENT NO. 3 TO CONVERTIBLE NOTES PURCHASE AGREEMENTConvertible Notes Purchase Agreement • December 29th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
This Amendment No. 3 to Convertible Notes Purchase Agreement (this “Amendment”) is entered into on this 22nd day of December, 2008, 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, as previously amended on June 19, 2007 and November 10, 2008 (as amended, 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.
ContractConvertible Note • December 29th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
NEITHER 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.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 29th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of December 22, 2008, 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”).
