AMENDMENT NO. 2 TO SECURITIES
PURCHASE AGREEMENT, DEBENTURES
MODIFICATION AND WAIVER
This AMENDMENT NO.
2 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES MODIFICATION AND
WAIVER (this “Amendment”) is made effective as of June
30, 2009, by and among Santa Fe Gold Corporation, a Delaware
corporation (the “Company”), and Sulane Holdings, Ltd.,
a British Virgin Islands company (the
“Purchaser”).
RECITALS
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1.
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The Company and the Purchaser are
parties to a Securities Purchase Agreement, dated as of December
21, 2007 (the “Agreement”), pursuant to which the
Company issued and sold to the Purchaser Thirteen Million Five
Hundred Thousand Dollars ($13,500,000) original principal amount of
7% Senior Secured Convertible Debentures (collectively, the “
Debentures ”), evidenced by a series of six (6)
Debentures, dated as of the respective dates and in the respective
original principal amounts as follows:
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DATE OF
DEBENTURE
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ORIGINAL
PRINCIPAL
AMOUNT
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December 15,
2007
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$ 350,000
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January 15,
2008
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$1,500,000
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April 15,
2008
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$3,500,000
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July 15,
2008
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$3,500,000
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October 15,
2008
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$3,500,000
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January 15,
2009
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$1,150,000
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Total
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$13,500,000
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The
form of the debentures as set forth as Exhibit B to the
Agreement.
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2.
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The Agreement was amended as set
forth in Amendment No. 1, dated September 23, 2008.
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3.
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The Company and the Purchaser now
wish to modify certain other terms of the Agreement and the
Debentures, as set forth in this Amendment.
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NOW, THEREFORE, in
consideration of the foregoing Recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Purchaser agree as
follows:
Amendments and Agreements
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1.
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The Company and the Purchaser
agree that Section 1.2 of Exhibit B to the Agree
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