Banro Corp. fka BAA

[adama2000]

Feb 18 2016 09:44:51 ET Material document(s) (amended)

Feb 18 2016 09:44:51 ET

AMENDED AND RESTATED GOLD PURCHASE AND SALE AGREEMENT
(Tranche 2/3)
TWANGIZA GFSA HOLDINGS
– and –
BANRO CORPORATION
– and –
TWANGIZA MINING S.A.


and

Feb 18 2016 09:44:51 ET
FIRST AMENDMENT AGREEMENT
WHEREAS the Parties hereto entered into an amended and restated gold purchase and sale agreement
(tranche 2/3) dated as of September 17, 2015 among Twangiza Mining S.A., as Seller (as defined
therein), Banro Corporation and Twangiza GFSA Holdings, as Purchaser (as defined therein) (the
“Purchase Agreement”).
AND WHEREAS capitalized terms used and not defined herein have the meanings assigned to them in
the Purchase Agreement.
AND WHEREAS the Parties have agreed to execute this First Amendment Agreement (this “Amending
Agreement”) to, among other things, increase the Prepayment Amount under the Purchase Agreement.
NOW THEREFORE, in consideration of the premises, mutual covenants and agreements herein set
forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant and agree as follows:
1. Effective as of the Amendment Effective Date (as defined below), the Purchase Agreement is
amended as follows:
(a) The definition of “Tranche 3 Payable Gold” in Section 1.1 is hereby amended to replace
“8,481” with “12,443.72”;
(b) The definition of “Tranche 3 Prepayment Amount” in Section 1.1 is hereby amended to
replace “$7,000,000” with “$10,480,000”;
(c) Paragraph (ii) of the definition of “Scheduled Monthly Quantities” in Section 1.1 is
hereby deleted in its entirety and replaced with the following:
“(ii) with respect to the Tranche 3 Payable Gold, until January 28, 2016, 257 ounces of
Refined Gold, and following such date until all of the Tranche 3 Payable Gold is
delivered, 380.835 ounces of Refined Gold.”