BAA Banro Corporation Ordinary Shares (delisted)

The news release (the “News Release”) attached hereto as Schedule “A” announcing the material change described herein was released through Marketwired on December 31, 2015.

Full Description of Material Change

Disclosure for Restructuring Transactions

Complete all boxes on these two face pages.

Complete and sign Exhibit 1.

Return your completed documents to: David Knight, Norton Rose Fulbright Canada LLP by e-mail at david.knight@nortonrosefulbright.com or by facsimile at 416.216.3930 with a copy to Geoffrey Farr, Vice President, General Counsel and Corporate Secretary, Banro Corporation by e-mail at GFarr@banro.com. This Subscription Agreement is comprised of 10 pages (not including Exhibits 1, 2 and 3).

it has been advised as to restrictions with respect to trading in the Shares and Warrants (including the Warrant Shares issuable thereunder) (the Shares, Warrants and Warrant Shares, individually or collectively, as applicable, the “Securities”) imposed by applicable securities laws, confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto other than as set forth herein, acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable restricted period and compliance with the other requirements of applicable law; and it agrees that, in addition to any further legend which may be required by the Toronto Stock Exchange, any certificates representing the Securities are to bear the following legend indicating that the resale of such securities is restricted:

it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Securities; and

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display and the internet) with respect to the distribution of the Securities; and

it understands that the Securities are being offered for sale only on a "private placement" basis and that the sale and delivery of the Securities is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) the Subscriber is restricted from using most of the civil remedies available under securities legislation, (ii) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation; and

the Subscriber or any other purchaser for whom it is acting hereunder is resident in or otherwise subject to the applicable securities laws of a jurisdiction outside of Canada and it has concurrently executed and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 1 and will provide such evidence of compliance with all matters described in such Representation Letter as the Corporation or its counsel may request; and

it acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; and

there is no government or other insurance covering the Securities; and

there are risks associated with the purchase of the Securities; and

there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Ontario) and other applicable securities laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

the certificates representing the Securities will be endorsed with a legend stating that such securities will be subject to restrictions on resale in accordance with applicable securities legislation; and

the Securities have not been offered to the Subscriber (or any person on whose behalf the Subscriber is contracting) in the United States, and any person making the order to purchase the Securities and executing and delivering this Subscription Agreement was not in the United States when the order was placed and this Subscription Agreement was executed and delivered, unless such person is a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States signing on behalf of a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Disclosed Beneficial Purchaser which is not in the United States or a U.S. Person (as described below); and

it is not a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Securities on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person; and

it is aware that the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and that these securities may not be offered or sold in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Securities; and

it undertakes and agrees that it will not offer or sell any of the Securities in the United States unless such Securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Securities, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; and

it has not purchased the Securities as a result of any form of directed selling efforts in the United States, as such term is defined in Regulation S under the U.S. Securities Act; and

it understands and acknowledges that the Corporation (i) is under no obligation to be or to remain a "foreign issuer", as such term is defined in the U.S. Securities Act, (ii) may not, at the time the Subscriber sells the Securities or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer; and

if it is not an individual, it pre-existed the offering of the Securities and has a bona fide business purpose other than the investment in the Securities and was not created, formed or established solely or primarily to acquire securities, or to permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of applicable securities legislation; and

if it is a corporation, partnership, trust, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, trustees, fiduciaries, shareholders, partners, stakeholders, holders of voting securities or otherwise have been given and obtained; and

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber (or any person on whose behalf the Subscriber is contracting), or if the Subscriber (or any person on whose behalf the Subscriber is contracting) is not a natural person, any of such person's constating documents, or any agreement to which such person is a party or by which it is bound; and

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

in the case of a subscription by it for Securities acting as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal; and

it has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Securities and is able to, and agrees to, bear the economic risk of loss of its investment or, where it is not purchasing as principal, each beneficial purchaser is able to, and agrees to, bear the economic risk of loss of its investment; and

it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation; and

if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Securities; and

the acquisition of the Securities hereunder by the Subscriber (and each person on whose behalf the Subscriber is contracting) will not result in the Subscriber (or any such person) becoming a "control person" in respect of the Corporation, as defined under applicable securities laws; and

no person has made to the Subscriber (or any person on whose behalf the Subscriber is contracting) any written or oral representations (i) that any person will resell or repurchase the Securities, or (ii) that any person will refund the purchase price of the Securities, or (iii) as to the future price or value of the Securities; and

the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA; and to the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

the Subscriber (including any person on whose behalf the Subscriber is contracting) has been encouraged to obtain legal, income tax and investment advice with respect to this subscription for Securities and accordingly, has had the opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the Subscriber (and each person on whose behalf the Subscriber is contracting) for purposes of giving representations, warranties and covenants under this Subscription Agreement.

the exercise of the Warrants in accordance with their terms will be subject to the following limits (as applicable, the “Exercise Cap”):

in respect of issuances of Warrant Shares pursuant to the exercise of the Warrants, the Corporation shall not issue Warrant Shares pursuant to such exercise to the extent the issuance would result in the Subscriber being the beneficial owner of, or a person who exercises direction or control over, more than 19.9% of the then issued and outstanding common shares of the Corporation (for greater certainty, after taking into account any common shares or other securities convertible into common shares of the Corporation already beneficially owned, or over which direction or control is exercised, by the Subscriber and by any other persons acting together with the Subscriber); and

in respect of all issuances of common shares of the Corporation pursuant to the Transactions (including, without limitation, pursuant to the exercise of the Warrants), the Corporation shall not issue common shares to the extent the issuance would result in the issuance of more than 63,039,751 common shares (representing 25% of the issued and outstanding common shares of the Corporation immediately prior to the execution of this Subscription Agreement and before giving effect to the Transactions) pursuant to the Transactions; provided, however, that such maximum number of common shares issuable shall be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transactions after the Closing Date.

Any issuances of common shares made in contravention of the Exercise Cap shall be void ab initio.

The Exercise Cap shall apply to any permitted transferee of the Warrants, and as a condition to any transfer of the Warrants, the transferee must acknowledge and agree to comply with the Exercise Cap.

If the Corporation is unable to issue all of the Warrant Shares issuable pursuant to an exercise of Warrants by the holders thereof because of the Exercise Cap, the Corporation shall issue, on a pro rata basis to the holders exercising their Warrants, the maximum number of Warrant Shares issuable up to the Exercise Cap. For the remaining Warrants exercised but for which Warrant Shares cannot be issued because of the Exercise Cap, subject to applicable law (including applicable stock exchange requirements), the Corporation shall settle the value of the Warrant Shares that would have been issuable but for the Exercise Cap in cash to the holders. Such value (rounded down to the nearest $0.01) shall be calculated by multiplying the number of Warrant Shares that would have been issuable (but not issued as a result of the Exercise Cap) by the difference between (i) the “Market Price” (as defined in the TSX Company Manual) of the common shares of the Corporation calculated as at the Warrants exercise date and (ii) the exercise price of the Warrants.

consents to the foregoing collection, use and disclosure of the Subscriber's (and any Disclosed Beneficial Purchaser's) personal information; and

consents to the filing of copies or originals of any of the Subscriber's documents delivered in connection with this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby and expressly consents to the collection, use and disclosure of the Subscriber's (and any Disclosed Beneficial Purchaser's) personal information by the Toronto Stock Exchange for the purposes identified by such exchange, from time to time.

The undersigned Subscriber and (if applicable) any other purchaser for whom it is acting hereunder, is resident in the jurisdiction set out as the "Subscriber's Residential Address" on the face page of the Subscription Agreement (the "Foreign Jurisdiction") and the undersigned Subscriber certifies that it and (if applicable) any other purchaser for whom it is acting hereunder is not resident in or otherwise subject to applicable securities laws of any province or territory of Canada or the United States.

The undersigned Subscriber and (if applicable) any other purchaser for whom it is acting hereunder, is a purchaser which is purchasing the Securities pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

If the undersigned Subscriber, or any other purchaser for whom it is acting hereunder, is resident in or otherwise subject to applicable securities laws of a member state ("Member State") of the European Economic Area ("EEA") which has implemented Directive 2003/71/EC (the "Prospectus Directive") other than the United Kingdom, the Subscriber (as principal for its own account or acting as agent for a Disclosed Beneficial Purchaser who is disclosed on the face page of the Subscription Agreement) represents and warrants that it is either:

(1) a qualified investor within the meaning of the law in that Member State of the EEA which implements Article 2(1)(e) of the Prospectus Directive; and (2) is not acting as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, or, if so acting (i) the Securities which it proposes to acquire are not being acquired on behalf of, nor are they being acquired with a view to their offer or resale to, persons in a Member State of the EEA other than qualified investors as defined in the Prospectus Directive or persons who have agreed to purchase at least €100,000 worth of Securities; or (ii) where it proposes to acquire the Securities on behalf of persons in a Member State of the EEA other than qualified investors or persons who have agreed to purchase at least €100,000 worth of Securities, the offer of those Securities to it is not treated under the Prospectus Directive as having been made to such persons; or

not a qualified investor within the meaning of the law in that Member State of the EEA which implements Article 2(1)(e) of the Prospectus Directive; and is purchasing at least €100,000 worth of Securities

If the undersigned Subscriber, or any other purchaser for whom it is acting hereunder, is resident in or otherwise subject to applicable securities laws of the United Kingdom:

the Subscriber is either: (i) purchasing the Securities as principal for its own account, (ii) acting as agent for a Disclosed Beneficial Purchaser who is disclosed on the face page of the Subscription Agreement and who is purchasing the Securities as principal for its own account; or (iii) purchasing the Securities on behalf of discretionary client(s) in circumstances where section 86(2) of the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) ("FSMA") applies;

the Subscriber (and if the undersigned Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed Beneficial Purchaser) is a person in the United Kingdom who: (i) is a permitted participant, (ii) is a "qualified investor" for the purposes of section 86(7) of the FSMA, (iii) is such a person as is referred to in Article 19 (investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; and (iv) has complied with and undertakes to comply with all applicable provisions of the FSMA and other applicable securities laws with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and

it confirms that, to the extent applicable to it, it is aware of, has complied and will comply with its obligations in connection with the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and Part VIII of the FSMA, it has identified its clients in accordance with the Money Laundering Regulations 2007 (the "Regulations") and has complied fully with its obligations pursuant to the Regulations and will, as a condition precedent of any acceptance of this subscription, provide all such information and documents as may be required in relation to it (or any person on whose behalf it is acting as agent) that may be required by the Corporation or any agent or person acting for it in order to discharge any obligations under the Regulations.

The purchase of the Securities by the Subscriber, and any other purchaser for whom it is acting hereunder, does not contravene any of the applicable securities laws in the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject and does not result in: (i) any obligation of the Corporation to prepare and file a prospectus, an offering memorandum or similar document; or (ii) any obligation of the Corporation to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such purchase or otherwise; or (iii) any registration or other obligation on the part of the Corporation under the applicable securities laws in the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

The Securities are being acquired for investment purposes only and not with a view to the resale or distribution of all or any of the Securities.

The Subscriber, and any other purchaser for whom it is acting hereunder, are knowledgeable of, and have been independently advised as to, the securities laws of the Foreign Jurisdiction or any other securities laws to which the Subscriber and (if applicable) any other purchaser for whom the Subscriber is acting hereunder are otherwise subject.

Upon execution of this Exhibit by the undersigned Subscriber, this Exhibit shall be incorporated into and form a part of the Subscription Agreement.

it is a company validly existing and in good standing under the laws of its jurisdiction of incorporation and is up to date in respect of all filings required by law to maintain its existence, and it is qualified or licensed to do business in each jurisdiction in which the nature of its business or the nature and location of its assets requires such qualification or licensing except where such failure to be qualified or licensed would not reasonably be expected to have a Material Adverse Effect (as defined below); “Material Adverse Effect” means any event, occurrence, change or effect that, when taken individually or together with all other events, occurrences, changes or effects, is or could reasonably be expected to: (i) materially limit, restrict or impair the ability of the Corporation to perform its obligations under this Subscription Agreement, including the issuance of the Securities; (ii) limit, restrict or impair the ability of the Corporation or its Affiliate to operate the Twangiza Project in all material respects in accordance with the Operating Plan for the Twangiza Project in effect at the time of the event, occurrence, change or effect; or (iii) cause any material decrease to expected gold production from the Twangiza Project based on the Operating Plan for the Twangiza Project in effect at the time of the event, occurrence, change or effect;

all requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approvals, with respect to entering into this Subscription Agreement and performing its obligations hereunder;

it has the requisite corporate power, capacity and authority to own and lease its assets and carry on its business and to enter into this Subscription Agreement and to perform its obligations hereunder;

this Subscription Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not, (i) conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), any written or oral contract, agreement, license, concession, indenture, mortgage, debenture, bond, note or other instrument to which it is a party, subject or otherwise bound (including with respect to its assets), in each case other than such a conflict, violation, breach, default or event that would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or violate its constating or constitutive documents, or (iii) conflict with or violate any applicable laws;

the authorized share capital of the Corporation consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. As of the date of this Subscription Agreement, there are issued and outstanding: 252,159,005 common shares, 116,000 series A preference shares, 1,200,000 series B preference shares, stock options entitling the holders thereof to purchase a total of 21,548,522 common shares, and warrants entitling the holders thereof to purchase a total of 21,700,000 common shares. In addition, as of the date of this Subscription Agreement,there are issued and outstanding preferred shares in two Affiliates of the Corporation, Twangiza (Barbados) Limited and Namoya (Barbados) Limited, which may be exchangeable into up to a total of 63,000,000 common shares of the Corporation;

other than the notices of private placement and additional listing applications filed with, and the listing approvals from, the Toronto Stock Exchange and NYSE MKT LLC, no notices, filings or Approvals are required to be made or obtained by it in connection with the execution and delivery or the performance by it of this Subscription Agreement or the transactions contemplated hereby other than those Approvals that are not necessary on the date this representation and warranty is given and are expected to be obtained in the ordinary course of business by the time they are necessary and such Approvals the failure of which to have or obtain, will not have a Material Adverse Effect;

this Subscription Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except to the extent enforcement may be affected by applicable laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;

it has not suffered an Insolvency Event and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event with respect to it, and it will not suffer any Insolvency Event in connection with the execution and delivery or the performance by it of this Subscription Agreement or the transactions contemplated hereby;

except for Auramet International LLC (and its Affiliates), Rawbank S.A., the Twangiza Forward Sale Agreements and the security interests permitted under the Note Indenture, no person has any agreement, option or right of first refusal to acquire, or right, title or interest in or to, or right capable of becoming an agreement, option or right of first refusal to acquire, or right, title or interest in or to, the Twangiza Project, the Properties, the Project Assets or the gold produced from the Properties;

Twangiza has paid when due and payable all mining patents, fees, Taxes or other amounts required to maintain in good standing and renew, as applicable, all mining claims, rights, concessions and interests necessary for the operation of the Twangiza Project, the Properties and all other properties of the Banro Group Entities (and will deliver to the Subscriber on or prior to the Closing Date a schedule of renewal dates related thereto), and all other actions and all other obligations as are required to maintain the Twangiza Project, the Properties and all other properties of the Banro Group Entities have been taken and complied with in all material respects;

Twangiza has obtained or been issued all material Approvals (including environmental approvals and surface and access rights) necessary for the operation of the Twangiza Project, the Properties and all other properties of the Banro Group Entities, other than those that are not necessary on the date this representation and warranty is given and are expected to be obtained in the ordinary course of business by the time they are necessary, where the failure to have or obtain such Approvals would not reasonably be expected to have a Material Adverse Effect, and there are no facts or circumstances that might reasonably be expected to adversely affect the issuance or obtaining of any such material Approvals;

the mineral claims referred to in Schedule A of the Streaming Agreement and the mining convention with the government of the Democratic Republic of the Congo constitute all of the rights that comprise Twangiza’s interest in the Properties as of the date of the Streaming Agreement and Twangiza is the registered, recorded and/or beneficial owner, as applicable, of the interest in and to the Properties set forth in Schedule A of the Streaming Agreement, free and clear of all Encumbrances, except Prior Ranking Permitted Encumbrances or as would not have a Material Adverse Effect, and the Properties constitute all of the real property, mining rights, tenement, concessions and other interests, whether created privately or through the actions of any Governmental Authority having jurisdiction that comprise the interest of Twangiza in the Twangiza Project, the Properties and the Project Assets;

to its knowledge, Twangiza’s right, title and interest in and to the Properties is not subject to any adverse claim, except as would not reasonably be expected to have a Material Adverse Effect;

the map included in Schedule A of the Streaming Agreement depicts the location of the Twangiza Project with reasonable accuracy;

subject only to the rights of any Governmental Authority having jurisdiction, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any Produced Gold;

Twangiza has not received any notice of any expropriation proceeding or decision to expropriate all or any part of the Twangiza Project, and to the Corporation’s knowledge, there is no expropriation proceeding pending or threatened against or affecting all or any part of the Twangiza Project or of any discussions or negotiations which could reasonably be expected to lead to any such expropriation proceeding;

it and each other Banro Group Entity and the conditions on and relating to the Twangiza Project, the Properties and the Project Assets and all other properties of the Banro Group Entities respecting all past and current operations conducted thereon by it are and have been in material compliance with Applicable Laws (including, the Corruption of Foreign Public Officials Act (Canada) and the Bribery Act (United Kingdom)). Without limiting the generality of the foregoing, each Banro Group Entity is in material compliance with all applicable Environmental Laws, and there are no actions, suits, claims, notices of violation, hearings, investigations or proceedings pending or, to the best of its knowledge, threatened against or affecting any Banro Group Entity with respect to the ownership, use, maintenance and operation of any of the Twangiza Project, the Properties and the Project Assets relating to any applicable Environmental Laws, where any adverse determination with respect thereto or liability imposed therein could reasonably be expected to result in a Material Adverse Effect and such adverse determination is reasonably anticipated;

there is no action, suit, proceeding, investigation or claim affecting or pertaining to the Twangiza Project or any part thereof and, to its knowledge, no such action, suit, proceeding, investigation or claim is threatened or outstanding;

neither Twangiza nor the Twangiza Project is subject to any outstanding judgment, order, writ, injunction or decree that has or would reasonably be expected to have a Material Adverse Effect;

it enters into and performs this Subscription Agreement on its own account and not as trustee or a nominee of any other person;

except for Prior Ranking Permitted Encumbrances, Twangiza has not granted, nor agreed to grant, an Encumbrance (secured or unsecured) affecting the PSA Collateral, or any part thereof, to any person other than to the Subscriber;

as of the date of execution of this Subscription Agreement, the Corporation has duly filed all material documents and information required to be filed by it under applicable securities legislation of the provinces and territories of Canada, or any rules, regulations or published policies promulgated thereunder (the “Securities Laws”) or with the Toronto Stock Exchange (all such documents filed prior to the date of execution of this Subscription Agreement, the “Public Disclosure Documents”) since January 1, 2013. As of the effective date of such Public Disclosure Documents, to its knowledge, none of the Public Disclosure Documents contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being acknowledged that if there is any inconsistency between two or more documents comprising the Public Disclosure Documents regard shall be had to the last filed document. All of the Public Disclosure Documents, as of their respective effective dates (and as of the effective dates of any amendments thereto), complied as to both form and content in all material respects with the requirements of applicable Securities Laws or were amended on a timely basis to correct deficiencies identified by securities commissions or similar securities regulatory authorities. The Corporation has not filed any confidential material change report with any securities regulatory authority that at the date of execution of this Subscription Agreement remains confidential. There is no material adverse change concerning the Corporation which has not been disclosed in the Public Disclosure Documents filed on or before the date of execution of this Subscription Agreement;

all annual and interim consolidated financial statements of the Corporation filed on SEDAR since January 1, 2013 are complete and correct and fairly present, in all material respects, the financial condition and results of operations of the Banro Group Entities as at the times and for the periods covered by such statements, in each case in accordance with generally accepted accounting principles, subject, in the case of any unaudited financial statements, to normal year-end adjustments and any absence of notes. All financial projections and forecasts delivered to the Subscriber represent the Corporation’s reasonable estimates and assumptions as to future performance, which the Corporation believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions;

no event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give any it or any other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any contract, lease, license, concession, Approval, agreement, indenture, mortgage, debenture, note, instrument, or Order to which it is a party or by which it or its properties and assets may be bound, and, to its knowledge, each other person that is party thereto is in compliance in all material respects with the terms and requirements thereof, in each case, except as would not reasonably be expected to have a Material Adverse Effect;

the corporate structure of the Corporation included in its Form 20-F dated April 6, 2015 sets forth, in all material respects, the relationship between the Corporation and its material subsidiaries and the percentage of voting securities of such subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Corporation. No Banro Group Entity is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any other person with respect to the Properties or the Twangiza Project;

except in connection with the Transactions, no Banro Group Entity has any material liabilities or obligations of any nature whatsoever, whether direct or indirect, matured or unmatured, known or unknown, fixed, absolute, accrued, contingent or otherwise, that are not reflected in the consolidated financial statements referred to in the first sentence of paragraph (w) above or in the notes thereto, other than (i) liabilities or obligations arising in the ordinary course of business since September 30, 2015 or publicly announced by the Corporation, (ii) obligations to Auramet International LLC pursuant to gold sale arrangements with Auramet International LLC, (iii) promissory notes issued by two Affiliates of the Corporation, Twangiza (Barbados) Limited and Namoya (Barbados) Limited, evidencing obligations to pay dividend amounts totalling $858,979.36, and (iv) in respect of certain DRC tax assessments as disclosed to the Subscriber;

(i) each Banro Group Entity has filed or caused to be filed on a timely basis all national, federal, state, provincial, other applicable jurisdictional and material local tax returns that were required to be filed by or with respect to it pursuant to applicable laws, (ii) all tax returns filed by such Banro Group Entity are complete and correct and comply with applicable laws in all material respects, (iii) each Banro Group Entity has paid, or made provisions for the payment of, all material Taxes that have been or could have become due for all periods covered by any tax return or otherwise, (iv) each Banro Group Entity has withheld or collected and paid to the proper Governmental Authority or other person all material Taxes required to be withheld, collected or paid by it, (v) no claim has been made by any Governmental Authority in a jurisdiction where any Banro Group Entity does not file tax returns that such Banro Group Entity is or could be subject to taxation by that jurisdiction, (vi) to its knowledge, no tax return of any Banro Group Entity is under audit by any Governmental Authority, and (vii) no proceedings are pending or, to its knowledge and the knowledge of each Banro Group Entity, threatened by or before any Governmental Authority with respect to material Taxes of any Banro Group Entity;

the chief executive office and principal place of business of it is as disclosed in writing by the Corporation to the Subscriber, and the material books and records of it are located at its chief executive office;

there is no strike, lock-out or other work stoppage or labour dispute occurring or, to its knowledge, threatened that would have a Material Adverse Effect;

except as disclosed in writing by the Corporation to the Subscriber, no Banro Group Entity or any of its Affiliates sponsors, maintains or contributes to, or at any time during the last six years has sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to) any Employee Benefit Plan (as defined below) that is (or was) subject to the laws of the United States of America. Each Employee Benefit Plan mandated by a Governmental Authority (other than the United States of America or a constituent state thereof) or subject to the laws of a jurisdiction outside of the United States of America (“Foreign Company Plan”) that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Authorities. No Foreign Company Plan has any unfunded liabilities, determined in accordance with generally accepted accounting principles, that have not been fully accrued on the Corporation’s financial statements or that will not be fully offset by insurance. All Foreign Company Plans are registered where required by, and are in good standing under, all applicable laws. For purposes of this paragraph, “Employee Benefit Plan” means any employee benefit plan, program, policy or arrangement sponsored, maintained or contributed to by a Banro Group Entity or any of their respective Affiliates or with respect to which any Banro Group Entity or any of their respective Affiliates has any liability or obligation;

it and each other Banro Group Entity owns, licenses or otherwise has the right to use all material licenses, Approvals, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other person with respect thereto. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Banro Group Entity infringes upon or conflicts with any rights owned by any other person. No claim or litigation regarding any of the foregoing is pending or, to its knowledge, threatened;

the most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves, if any, and technical reports disclosed in the Public Disclosure Documents pertaining to the Twangiza Project, the Properties, the Project Assets and all other properties of the Banro Group Entities have been prepared and disclosed in accordance with accepted mining industry practices and in accordance with the requirements prescribed by NI 43-101 and the companion policy thereto (as in effect on the date of publication of the relevant report or information); it has no knowledge that the mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents are inaccurate in any material respect; there are no outstanding unresolved comments of any securities commission or other securities regulatory authority in each province and territory of Canada in which the Corporation is a reporting issuer in respect of the NI 43-101 technical disclosure made in Public Disclosure Documents; and, to its knowledge, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves, if any, of the Banro Group Entities, from the amounts last disclosed in the Public Disclosure Documents;

neither it nor any other Banro Group Entity has employed any broker or finder or incurred any liability for any brokerage fee, commission, finders’ fee or any other similar payment in connection with the transactions contemplated by this Subscription Agreement that could give rise to any claim against the Subscriber for brokerage fees, commissions, finders’ fees or any other similar payments;

all materials and information made available to the Subscriber prior to the date of this Subscription Agreement have been prepared in good faith and are true and correct in all material respects as at the date of such material and such materials do not omit any material information reasonably necessary to make all such material not misleading;

the Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non- assessable and will be free of all liens, charges and encumbrances and the Corporation will reserve sufficient shares in the treasury of the Corporation to enable it to issue the Shares and the Warrant Shares (subject to the Exercise Cap);

no order ceasing or suspending trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to the Corporation or its directors, officers or promoters and to the best of the Corporation’s knowledge no investigations or proceedings for such purposes are pending or threatened; and

the Shares are listed for trading on the Toronto Stock Exchange and NYSE MKT LLC under the Corporation’s stock symbol, “BAA”.

The Borrower and the Lenders wish to establish a USD$22,500,000 credit facility for general corporate purposes with material expenditures as set out herein.

Banro issued 10% senior secured notes due 2017 under an indenture dated as of March 2, 2012 (as may be amended, restated, modified or supplemented from time to time, the “Indenture”) among Banro, the Borrower, the Guarantors, and Equity Financial Trust Company as trustee and collateral agent.

In connection with the transactions pursuant to the Indenture, Banro entered into a collateral trust agreement dated as of March 2, 2012 (as may be amended, restated, modified or supplemented from time to time (the “Collateral Trust Agreement”) among Banro, the initial guarantors named on the signature pages thereto, and Equity Financial Trust Company, as indenture trustee and collateral agent (in such capacity, and as such capacity is further broadened in the Collateral Trust Agreement, the “Collateral Agent”).

The Collateral Trust Agreement sets forth the terms on which each Parity Lien Secured Party and each future Priority Lien Secured Party (as such terms are defined therein) appoint the Collateral Agent to act as the trustee for the present and future holders of the Parity Lien Obligations and Priority Lien Obligations (as such terms are defined therein), respectively, to receive, hold, maintain, administer and distribute any collateral delivered to the Collateral Agent and to enforce the Collateral Documents (as defined in the Collateral Trust Agreement).

Upon compliance with the procedures set forth in Section 3.8 of the Collateral Trust Agreement, including the execution by the Priority Debt Representative (as defined in Section 7.1 below) of the collateral trust joinder in the form attached to the Collateral Trust Agreement and hereto as Exhibit A (the “Priority Joinder”), the Loan will be designated as Priority Lien Debt (as such term is defined in the Collateral Trust Agreement) creating Priority Lien Obligations, which, except with respect to the Priority Stream Obligations and Twangiza Priority Stream Obligations (as such terms are defined in the Collateral Trust Agreement), will rank senior to all existing and future indebtedness of Banro and its Subsidiaries, including the Parity Lien Debt (as such term is defined in the Collateral Trust Agreement), and will be secured by a Priority Lien (as such term is defined in the Collateral Trust Agreement), on a pari passu basis with all existing Priority Lien Debt other than the Priority Stream Obligations and Twangiza Priority Stream Obligations, in all of the current and future assets of Banro and its direct and indirect Subsidiaries, currently formed or formed in the future, as evidenced by the Collateral Documents.

the principal of and premium (if any) in respect of indebtedness of such person for borrowed money;

the principal of and premium (if any) in respect of obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

the principal component of all obligations of such person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of incurrence);

the principal component of all obligations of such person to pay the deferred and unpaid purchase price of property (including earn-out obligations) that are recorded as liabilities and which purchase price is due after the date of placing such property in service or taking delivery and title thereto, except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (B) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person;

an obligation that would have been required to be classified and accounted for as a capitalized lease for financial reporting purposes;

Deferred Revenue Financing Arrangements;

the principal component or liquidation preference of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or any preferred shares in the capital of such person (but excluding, in each case, any accrued dividends);

the principal component of all Indebtedness of other persons secured by an Encumbrance on any asset of such person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such other persons;

the principal component of Indebtedness of other persons to the extent guaranteed by such person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

to the extent not otherwise included in this definition, net obligations of such person under hedging obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such hedging obligation that would be payable by such person at such time);

to the extent not otherwise included in this definition, the amount of obligations outstanding under the legal documents entered into as part of a securitization transaction or series of securitization transactions that would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase relating to a securitization transaction or series of securitization transactions; and

the Namoya Streaming Obligations, the Twangiza Forward Obligations and the Twangiza Streaming Obligations (each as defined in the Indenture).

such Indebtedness is the obligation of a partnership or joint venture that is not a Subsidiary of Banro (a “Joint Venture”);

Banro or its Subsidiaries is a general partner of the Joint Venture (a “General Partner”); and

there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of the Banro and its Subsidiaries;

the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of any of Banro and its Subsidiaries; or

if less than the amount determined pursuant to clause (A) immediately above, the actual amount of such Indebtedness that is recourse to Banro and its Subsidiaries, if the Indebtedness is evidenced by a writing and is for a determinable amount.

prior to the termination of the Indenture, Encumbrances permitted under the Indenture;

following the termination of the Indenture:

inchoate or statutory liens for taxes, assessments, royalties payable to a governmental authority, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings;

statutory liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation other than in the context of a breach of laws or permits;

any reservations, or exceptions contained in the original grants of land or by applicable statute or the terms of any lease in respect of any properties;

minor discrepancies in the legal description or acreage of or associated with any properties or any adjoining properties which would be disclosed in an up to date survey, and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of such properties for the purpose of conducting and carrying out mining operations thereon;

rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of properties, which do not in the aggregate materially detract from the use of such properties for the purpose of conducting and carrying out mining operations thereon;

liens or other rights granted by Banro or any of its Subsidiaries to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) other than in the context of a breach of laws or permits;

security deposits with any governmental authority and utilities in the ordinary course of business of Banro and its Subsidiaries (including, to the extent applicable, any reclamation obligations); and

liens securing Permitted Indebtedness listed in clauses (ii)(1), (4), (5), (7) and (8) of such definition.

prior to the termination of the Indenture, Indebtedness permitted in with the terms thereof and Deferred Revenue Financing Arrangements as in clause (ii)(5) below; and

following the termination of the Indenture:

Indebtedness incurred under this Agreement and the Security Documents, together with the Indebtedness under the Namoya Streaming Agreement, Twangiza Streaming Agreement and the Twangiza Forward Sale Agreements;

any security deposits with any governmental authority and utilities in the ordinary course of business of Banro and its Subsidiaries (including, to the extent applicable, any reclamation obligations);

any unsecured liability under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

Indebtedness incurred in connection with any mobile equipment financing facility or other accounts receivable financing facility secured solely by such mobile equipment or accounts receivable;

Deferred Revenue Financing Arrangements, provided that at any time, in respect of all Deferred Revenue Financing Arrangements in the aggregate, no more than (i) 80% of the forecast gold production of the Twangiza Project (as defined in the Twangiza Streaming Agreement) for the current month and (ii) 80% of the forecast gold production of the Namoya Project (as defined in the Namoya Streaming Agreement) for the current month, is the subject thereof;

Indebtedness incurred by Banro and its Subsidiaries in favour of Banro or another Subsidiary that is subject to an assignment, subordination and postponement of claims or is the subject of a plan of intercompany Indebtedness that has been approved by the Lenders;

Indebtedness in an aggregate principal amount not to exceed $175,000,000 provided that (A) any security granted therefor shall also have been granted in favour of the Lenders or the Collateral Agent on their behalf; and (B) the ranking of the Loan vis-à-vis such secured Indebtedness shall correspond to the ranking of the Loan vis-à-vis the notes issued under the Indenture;

Indebtedness (including in respect of any discretionary derivative or hedging arrangements) of one or more Banro and its Subsidiaries not permitted by the preceding paragraphs, the outstanding principal amount (which shall include capitalized interest characterized as principal) (or net liability of Banro and its Subsidiaries with respect to any discretionary derivative or hedging arrangements) of which does not exceed in the aggregate at any time 7% of the total consolidated assets of Banro and its Subsidiaries; and

Preferred shares in the capital of Banro, Banro Group (Barbados) Limited, Twangiza (Barbados) Limited and Namoya (Barbados) Limited.

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.

Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

A person (first person) is considered to control another person (second person) if:

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation;

the first person directly or indirectly exercises control or direction over the majority of the directors or has the ability to control the management and policies of the second person;

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or

the second person is a limited partnership and the first person is the general partner of the limited partnership or the control person of the general partner,

The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under generally accepted accounting principles applicable to such entity at the relevant time, in effect from time to time (which may be International Financial Reporting Standards), consistently applied, and all determinations of an accounting nature required to be made shall be made in a manner consistent with such applicable generally accepted accounting principles.

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.

Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

In this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Toronto time) on the next Business Day.

Each Lender hereby (a) appoints Gramercy Funds Management LLC and RFWB, jointly, as the “Priority Debt Representative” under the Collateral Trust Agreement with respect to the Loan (in such capacity, the “Priority Debt Representative”), (b) authorizes the Priority Debt Representative to execute and deliver the Priority Joinder and (c) authorizes the Priority Debt Representative (and its officers, directors, employees and agents) to take such action on behalf of the Gramercy Lenders and RFWB, respectively, in accordance with the terms hereof and under the Collateral Trust Agreement. The Priority Debt Representative shall not have, by reason hereof, by reason of executing the Priority Joinder or pursuant to any Collateral Documents, a fiduciary relationship in respect of any Lender. Neither the Priority Debt Representative nor any officers, directors, employees and agents thereof shall have any liability to any Lender for any action taken or omitted to be taken in connection hereof or the Collateral Documents except to the extent caused by its own gross negligence or willful misconduct, and each Lender agrees to defend, protect, indemnify and hold harmless the Priority Debt Representative and all officers, directors, employees and agents thereof (collectively, the “Priority Debt Representative Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Priority Debt Representative Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Priority Debt Representative Indemnitee of the duties and obligations of Priority Debt Representative pursuant hereto, the Priority Joinder or any of the Collateral Documents.

The Priority Debt Representative shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement, any of the other Loan Documents or any of the Collateral Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

The Priority Debt Representative may resign from the performance of all its functions and duties hereunder and under the Collateral Trust Agreement at any time by giving at least ten (10) Business Days prior written notice to the Borrower and the Lenders. Such resignation shall take effect upon the acceptance by a successor Priority Debt Representative of appointment as provided below. Upon any such notice of resignation, the Lenders whose designate has resigned shall be entitled to appoint a successor joint Priority Debt Representative. For clarity, if Gramercy Funds Management LLC has resigned, the Gramercy Lenders shall be entitled to appoint a successor joint Priority Debt Representative, and if RFWB has resigned, RFWB shall be entitled to appoint a successor joint Priority Debt Representative. Upon the acceptance of the appointment as Priority Debt Representative, such successor Priority Debt Representative shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Priority Debt Representative, and the retiring Priority Debt Representative shall be discharged from its duties and obligations under this Agreement and the Collateral Trust Agreement. After any Priority Debt Representative’s resignation hereunder, the provisions of this Section 7.1 shall inure to its benefit.

is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “1933 Act”);

understands and agrees that the Warrants and the Common Shares have not been and will not be registered under the 1933 Act, or applicable securities laws of any state of the United States, and the Warrants are being offered and sold by Banro to the US Gramercy Lenders in reliance upon the exemption from the registration requirements of the 1933 Act set forth in Rule 506(b) of Regulation D under the 1933 Act;

acknowledges that the Common Shares and Warrants are “restricted securities”, as such term is defined under Rule 144 of the 1933 Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the 1933 Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Common Shares or Warrants absent such registration, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Common Shares or Warrants, except;

to Banro; or

outside the United States in an “offshore transaction” in compliance with the requirements of Rule 904 of Regulation S under the 1933 Act, if available, and in compliance with applicable local laws and regulations; or

in compliance with an exemption from registration under the 1933 Act provided by (a) Rule 144 or (b) Rule 144A thereunder, if available, and in accordance with any applicable state securities or “Blue Sky” laws; or

in a transaction that does not require registration under the 1933 Act or any applicable state securities laws;

and, in the case of subparagraph (iii)(a) or (iv), it has furnished to Banro an opinion of counsel of recognized standing in form and substance satisfactory to Banro to such effect; and

understands and acknowledges that the Common Shares and Warrants are “restricted securities” as defined in Rule 144 under the 1933 Act and upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act and applicable U.S. state laws and regulations, the certificates representing the Common Shares and Warrants, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE; OR (D) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, PROVIDED THAT PRIOR TO ANY TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY SHALL FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

acknowledges and agrees that upon the original issuance of the Warrants, and until such time as it is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, all certificates representing the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend or other provision to the following effect:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES, OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

has had the opportunity to ask questions of and receive answers from Banro regarding the acquisition of the Warrants and the Common Shares, and has received all the information regarding Banro that it has requested;

acknowledges that the Warrants and Common Shares are highly speculative in nature and that the US Gramercy Lenders have such sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment;

understands and acknowledges that Banro has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Warrants and the Common Shares in the United States; and

is not acquiring the Warrants as a result of any form of “general solicitation” or “general advertising” (as used in Rule 502(c) of Regulation D under the 1933 Act), including any advertisements, articles, notices or other communications published in any newspaper, magazine, the internet or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by “general solicitation” or “general advertising”.

Legal Existence – preserve and maintain its legal existence and all of its material rights, privileges and licenses;

Legal Compliance – comply in all material respects with the requirements of all laws and regulations applicable to it and its business and property (including environmental laws) and with all orders of governmental or regulatory authorities;

Payment of Taxes – pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties or interest attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

Maintenance of Property – maintain all material property used or useful in its business in good working order and condition, ordinary wear and tear excepted;

Material Agreements – perform its obligations under and preserve and maintain in force all agreements to which it is a party for which breach, non-performance, termination or failure to renew could reasonably be expected to have a Material Adverse Effect;

Insurance – insure and keep insured its property, assets and business, and will maintain civil liability insurance for such coverage as a prudent administrator would obtain for similar property, assets and businesses, in each case, with financially sound and reputable insurance companies;

Records – keep adequate records and books of account, in which complete entries will be made in accordance with International Financial Reporting Standards;

Financial Reporting – furnish to the Lenders or file on SEDAR:

within 45 days of each financial quarter, the reviewed quarterly consolidated financial statements of Banro, together with a certificate from an officer of Banro certifying as to the Debt to EBITDA Ratio and the Debt Service Coverage Ratio and that the financial tests in Sections 11.1(a) and (b) have been met; and

within 90 days of Banro’s financial year end, the audited annual consolidated financial statements of Banro for such financial year; and

Access – subject to the requirements of applicable securities laws, permit representatives of the Lenders, upon reasonable prior notice and during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its properties or assets, and to discuss its business and affairs with its officers and auditors, in each case acting reasonably.

the Debt to EBITDA Ratio is not more than 4.5X and has been for the last 12 month period, as reported by the Borrower to the Lenders; and

the Debt Service Coverage Ratio is not less than 1.5X and has been for the last 12 month period, as reported by the Borrower to the Lenders.

the Borrower defaults in the payment when due of any amount owing under the Facility in respect of principal, or the Borrower defaults in the payment when due of any interest owing under the Facility for more than three Business Days, or the Borrower defaults for more than seven Business Days after notice in the payment of any other amount owing under a Loan Document;

the Borrower (i) fails to make a payment or payments exceeding in the aggregate $1,000,000 in respect of any Indebtedness (other than the Facility), when and as due, or (ii) is in default under any agreement or agreements relating to Indebtedness (other than the Facility) exceeding $1,000,000 in the aggregate and, in each case, if the effect of such failure or default is to accelerate such Indebtedness;

any representation, warranty or certification made or deemed made by the Borrower in any Loan Document proves to be false or misleading as of the time made in any material respect;

the Borrower or any Guarantor becomes unable to pay its debts generally as such debts become due or is adjudicated bankrupt or insolvent;

the Borrower or any Guarantor (i) applies for or consents to an order for the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or a substantial part of its assets, (ii) makes a general assignment for the benefit of its creditors, (iii) takes advantage of any law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or (iv) takes any action for the purpose of effecting any of the foregoing;

a proceeding (or any similar action) is commenced against the Borrower or any Guarantor seeking (i) its bankruptcy, reorganization, liquidation, dissolution, arrangement or winding-up, or similar relief, (ii) the appointment of a receiver, interim receiver or trustee (or any Person performing similar functions) in respect of itself or of all or any substantial part of its assets, or (iii) the seizure or the attachment of, or the enforcement of remedies on, any part of its assets having a value of more than $1,000,000, and, in each case, such proceeding (or similar action) is not dismissed or withdrawn after a period of 60 days, provided that such grace period will apply only if such proceeding (or action) is diligently contested in good faith;

the Borrower defaults in the performance of any of its other obligations under a Loan Document and such default continues unremedied for a period of 15 days after notice by the Lenders to the Borrower;

a Change of Control occurs and the Loan is not repaid in accordance with Section 4.3;

if (i) there shall occur and be continuing any “Event of Default” (or any comparable term) under, and as defined in, any of the Indenture, the Twangiza Streaming Agreement or the Namoya Streaming Agreement, (ii) the Loan for any reason shall cease to be “Priority Lien Debt”, or (iii) the Collateral Trust Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of Indebtedness; or

any material damage to, or loss, theft or destruction of, any Collateral or a material amount of property of the Borrower, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any Subsidiary, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect.

declare all Indebtedness of the Borrower under the Loan Documents to be immediately payable and demand immediate payment of the whole or part thereof; and

exercise all of its rights and remedies including its rights and remedies under any Loan Document;

The Borrower must indemnify the Lenders, their Affiliates and their respective officers, directors, employees and agents (each, an “indemnitee”) and hold them harmless from and against all losses, liabilities, claims, damages or expenses (including costs to defend any claim) suffered or incurred by or made against any of them in any manner whatsoever arising from or related to the Loan Documents or the transactions contemplated thereby (including as a result of any Default or non-compliance by the Borrower with any environmental laws or of any claim under environmental laws in connection with the operations of, or any property owned or operated by the Borrower). The foregoing indemnity will not however apply as to any indemnitee to losses, liabilities, claims, damages or expenses resulting from the gross negligence or wilful misconduct of such indemnitee or from a breach in bad faith by such indemnitee of its obligations under a Loan Document.

“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Toronto, Ontario, Canada;

“Company” means Banro Corporation, a corporation existing under the laws of Canada, and its successors and assigns;

“Current Market Price” at any date, means:

if the Shares are listed on the Exchange, the “market price”, as defined in the Exchange’s Company Manual at that date, of the Shares, which as of the date hereof, subject to certain exceptions, is defined as the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume of Shares traded for the five trading days immediately preceding the relevant date on the Exchange, or another stock exchange where the majority of the trading volume and value of the Shares occurs; or

if the Shares are not listed on the Exchange, the price per Share equal to the weighted average of the sale prices per Share at which the Shares have traded on such other stock exchange on which such Shares are listed as may be selected for such purpose by the board of directors of the Company or, if the Shares are not listed on any stock exchange, on the over-the-counter market, during the period of any five consecutive trading days selected by the Company commencing not earlier than 20 trading days and ending no later than three trading days before such date; provided, however, if the Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the board of directors of the Company, or such firm of independent chartered accountants as may be selected by the board of directors of the Company, acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average of the sale price for any period shall be determined by dividing the aggregate sale prices per Share during such period by the total number of Shares sold during such period;

“Exchange” means the Toronto Stock Exchange;

“Exercise Cap” has the meaning specified in subsection 4(a);

“Exercise Price” means $0.2275 in U.S. funds per Share, unless such price shall have been adjusted in accordance with the provisions of Section 13, in which case it shall mean the adjusted price in effect at such time;

“Expiry Time” means 5:00 p.m., Toronto time, on [ •], 2019 [NTD: Date that is 3 years after the Issuance Date.];

“Form of Transfer” means the form of transfer annexed hereto as Schedule “B”;

“Holder” means the registered holder of this Warrant Certificate;

“Issuance Date” means the date of issue of the Warrants;

“person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;

“Series 201[ •]-[ •] Warrants” means the common share purchase warrants of the Company issue pursuant to the Transactions including, without limitation, the Warrants delivered hereby;

“Share” means a fully paid and non-assessable common share of the Company;

“Subscription Form” means the form of subscription annexed hereto as Schedule “A”;

“Transactions” means, collectively, the following financing transactions by the Company and certain of its subsidiaries to raise gross proceeds of $98,750,000: (i) a private placement of 50,000,000 Shares and 2,500,000 Series 201[ •]-[ •] Warrants to raise gross proceeds of approximately $8,750,000, (ii) a term loan financing to raise gross proceeds of $22,500,000, pursuant to which 10,000,000 Series 201[ •]-[ •] Warrants have been issued to the lenders, and (iii) a metals streaming financing to raise gross proceeds of $67,500,000;

“this Warrant Certificate”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant Certificate and any deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof; and

“Warrant” or “Warrants” means the right to acquire Shares evidenced hereby.

this Warrant Certificate, with the Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company; and

cash, certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of Canada at par in the City of Toronto in an amount equal to the Exercise Price multiplied by the number of Shares for which subscription is being made.

The exercise of the Warrants in accordance with the terms of this Warrant Certificate will be subject to the following limits (as applicable, the “Exercise Cap”):

in respect of issuances of Shares pursuant to the exercise of the Warrants, the Company shall not issue Shares pursuant to such exercise to the extent the issuance would result in the Holder being the beneficial owner of, or a person who exercises direction or control over, more than 19.9% of the then issued and outstanding Shares of the Company (for greater certainty, after taking into account any Shares or other securities convertible into Shares of the Company already beneficially owned, or over which direction or control is exercised, by the Holder and by any other persons acting together with the Holder); and

in respect of all issuances of Shares of the Company pursuant to the Transactions (including, without limitation, pursuant to the exercise of the Series 201[ •]-[ •] Warrants), the Company shall not issue Shares to the extent the issuance would result in the issuance of more than 63,039,751 Shares (representing 25% of the issued and outstanding Shares of the Company immediately prior to December 31, 2015 and before giving effect to the Transactions) pursuant to the Transactions; provided, however, that such maximum number of Shares issuable shall be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transactions after the date hereof.

Any issuances of Shares made in contravention of the Exercise Cap shall be void ab initio.

The Exercise Cap shall apply to any permitted transferee of the Warrants, and as a condition to any transfer of the Warrants, the transferee must acknowledge and agree to comply with the Exercise Cap.

If the Company is unable to issue all of the Shares issuable pursuant to an exercise of Series 201[ •]-[ •] Warrants issued under the Transactions (including the Warrants) by the holders thereof because of the Exercise Cap, the Company shall issue, on a pro rata basis to the holders exercising their Series 201[ •]-[ •] Warrants, the maximum number of Shares issuable up to the Exercise Cap. For the remaining Series 201[ •]-[ •] Warrants exercised but for which Shares cannot be issued because of the Exercise Cap, subject to applicable law (including applicable stock exchange requirements), the Company shall settle the value of the Shares that would have been issuable but for the Exercise Cap in cash to the holders. Such value (rounded down to the nearest $0.01) shall be calculated by multiplying the number of Shares that would have been issuable (but not issued as a result of the Exercise Cap) by the difference between (i) the Current Market Price of the Shares as at the date of receipt by the Company of the Subscription Form and payment of the Exercise Price (which payment would be returned to the holder for the Warrants settled in cash), and (ii) the Exercise Price.

The Company covenants and agrees that all Shares which shall be issued upon the exercise of the right to purchase herein provided for (subject to the Exercise Cap), upon payment therefor of the amount at which such Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non- assessable Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof.

The Company shall use all commercially reasonable efforts to preserve and maintain its corporate existence, except as may otherwise be contemplated by this Warrant Certificate, including, but not limited to, subsection 13(d).

If and whenever at any time after the Issuance Date and prior to the Expiry Time, the Company:

issues Shares or securities exchangeable for or convertible into Shares to all or substantially all the holders of the Shares by way of a stock dividend or other distribution;

subdivides or changes its outstanding Shares into a greater number of shares; or

reduces or consolidates its outstanding Shares into a smaller number of shares;

If and whenever at any time after the Issuance Date and prior to the Expiry Time, the Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares, where:

the right to subscribe for or purchase Shares or other securities expires not more than 45 days after the record date for such issue (the period from the record date to the date of expiry being herein in this Section 13 called the “Rights Period”), and

the cost per Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Shares in addition to any direct cost of Shares) (herein in this Section 13 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Shares on the record date,

the numerator of which is the aggregate of:

the number of Shares outstanding as of the record date for the Rights Offering; and

a number determined by dividing the product of the Per Share Cost and:

where the event giving rise to the application of this subsection 13(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase additional Shares, the number of Shares so subscribed for or purchased during the Rights Period, or

where the event giving rise to the application of this subsection 13(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Shares, the number of Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

the denominator of which is:

in the case described in subparagraph 13(b)(ii)(A)(2)(I), the number of Shares outstanding, or

in the case described in subparagraph 13(b)(ii)(A)(2)(II), the number of Shares that would be outstanding if all the Shares described in subparagraph 13(b)(ii)(A)(2)(II) had been issued,

the lowest purchase, conversion or exchange price per Share, as the case may be, if such price is applicable to all Shares which are subject to the rights, options or warrants, and

the average purchase, conversion or exchange price per Share, as the case may be, if the applicable price is determined by reference to the number of Shares acquired.

If and whenever at any time after the Issuance Date and prior to the Expiry Time, the Company fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Shares of:

shares of the Company of any class other than Shares;

rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares (other than rights, options or warrants issued to the holders of all or substantially all of the outstanding Shares pursuant to which such holders are entitled to subscribe for or purchase Shares at a price per share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the Shares on such record date);

evidence of indebtedness of the Company; or

any property or other assets of the Company,

the numerator of which is the difference between:

the product of the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date; and

the aggregate fair market value (as determined in good faith by action of the directors of the Company, subject, however, to the prior written consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required) to the holders of the Shares of such securities, evidence of indebtedness or property or other assets to be issued or distributed in the Special Distribution; and

the denominator of which is the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date.

If and whenever at any time after the Issuance Date and prior to the Expiry Time there is a reclassification or redesignation of the Shares outstanding at any time or change of the Shares into other shares or into other securities (other than a Share Reorganization), or a consolidation, amalgamation, merger, arrangement, business combination or other similar transaction of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, merger, arrangement, business combination or other similar transaction which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other shares), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising the Warrants after the effective date of such Capital Reorganization, will be entitled to receive and will accept, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which such Holder was theretofore entitled upon exercise of the Warrants. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 13 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 13 will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant Certificate approved by action by the directors of the Company and will for all purposes be conclusively deemed to be an appropriate adjustment.

If at any time after the Issuance Date and prior to the Expiry Time, any adjustment in the Exercise Price shall occur as a result of any of the events set out in subsections 13(a), (b) or (c), then the number of Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted by multiplying the number of Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price; provided that the provisions of Section 8 will be applicable to any fractional interest in a Share to which such Holder might otherwise be entitled. To the extent any adjustment occurs pursuant to this subsection 13(e) as a result of the fixing by the Company of a record date for the distribution of exchangeable or convertible securities referred to in subsection 13(a)(i) or as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in subsection 13(b), the number of Shares purchasable upon exercise of the Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the number of Shares which would be purchasable based upon the number of Shares actually issued and remaining issuable as a result of the event described in subsection 13(a)(i) or 13(b), as the case may be, immediately after such expiration, and will be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment occurs pursuant to this subsection 13(e) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in subsection 13(c)(ii), the number of Shares purchasable upon exercise of the Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the number of Shares which would be purchasable pursuant to this subsection 13(e) if the fair market value of such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 13(e) on the basis of the number of Shares issued and the number of Shares remaining issuable, as a result of the issue or distribution referred to in subsection 13(c) immediately after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

The adjustments provided for in Section 13 are cumulative and will, in the case of any adjustment to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 14.

No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

No adjustment in the Exercise Price will be made in respect of any event described in Section 13, other than the events referred to in subsections 13(a)(ii) and (iii), if the Holder is entitled to participate in such event, or is entitled to participate within 45 days from the record date or effective date, as the case may be, of the event described in Section 13 or a comparable event, on the same terms, mutatis mutandis, as if the Holder had exercised the Warrants prior to or on the effective date or record date of such event, such participation being subject to the prior consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required.

No adjustment in the Exercise Price will be made under Section 13 in respect of the issue from time to time of Shares as dividends paid in the ordinary course to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend and any such event will be deemed not to be a Share Reorganization or any other event described in Section 13.

If at any time a question or dispute arises with respect to adjustments provided for in Section 13, such question or dispute will be conclusively determined by the auditors of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the board of directors of the Company and any such determination, where required, will be binding upon the Company, the Holder and the shareholders of the Company, but subject in all cases to the prior written consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required, and any other necessary regulatory approval. The Company will provide such auditors or accountants with access to all necessary records of the Company.

If and whenever at any time after the Issuance Date and prior to the Expiry Time, the Company takes any action affecting or relating to the Shares, other than any action described in Section 13, which in the opinion of the board of directors of the Company would have a material adverse effect on the rights of the Holder, the Exercise Price will be adjusted by action of the board of directors of the Company in such manner, if any, and at such time as the directors may in their sole discretion determine to be equitable in the circumstances, but subject in all cases to the prior written consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required, and any other necessary regulatory approval. Failure of the taking of action by the board of directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.

If the Company sets a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action,abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.

In the absence of a resolution of the board of directors of the Company fixing record date for a Share Reorganization, Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Share Reorganization, Special Distribution or Rights Offering effected.

As a condition precedent to the taking of any action which would require any adjustment to the Warrants, including the Exercise Price, the Company will take any corporate action which may, in the opinion of counsel to the Company, be necessary in order that the Company, or any successor to the Company or successor to the undertaking or assets of the Company, will be obligated to and may validly and legally issue as fully paid and non-assessable all of the Shares or other securities which the Holder is entitled to receive on the exercise hereof in accordance with the provisions hereof.

The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 13, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

In any case in which Section 13 shall require that an adjustment shall become effective immediately after a record date for or an effective date of an event referred to therein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder, to the extent that any Warrants are exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Shares or other shares, securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Shares or other shares, securities or the property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Shares or other shares, securities or property declared in favour of the holders of record of Shares or of such other shares, securities or property on or after the date such Warrants are exercised or such later date as the Holder would, but for the provisions of this subsection, have become the Holder of record of such additional Shares or of such other shares, securities or property pursuant hereto.

The Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, arrangement, business combination, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Company, are necessary or advisable to establish that upon the consummation of such transaction:

the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant Certificate; and

the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.

Whenever the conditions of subsection 15(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant Certificate in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant Certificate in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant Certificate in any other jurisdiction.

to the Holder, at the address indicated in the register to be maintained pursuant to Section 6; and

to the Company at:

1 First Canadian Place, 100 King Street West
Suite 7070, P.O. Box 419
Toronto, Ontario, Canada

that it is the original purchaser from the Company of the Warrants being exercised and at the time of such acquisition was a U.S. Person or was in the United States (or was acting on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States), and confirms, as of the date of hereof, each of the representations, warranties, certifications and agreements made by it in connection with its acquisition of such Warrants, including, without limitation, its status as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act, as though such representations, warranties, certifications and agreements were made on the date hereof and in respect of the acquisition of the Shares issuable upon exercise of the Warrants being exercised.

that an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to the Company to that effect.

the Subscription Form has been received from ___________________________(the “Subscriber”);

to the best knowledge of the Company, the information in the Subscription Form has been verified and is accurate; and

to the best knowledge of the Company, the issuance of Shares pursuant to the number of Warrants exercised by the Subscriber in the Subscription Form will not, directly or indirectly, result in the Subscriber holding more than 19.9% of the issued and outstanding number of Shares of the Company.

the Transferor is not an "affiliate" (as defined in Rule 405 under the U.S. Securities Act, except any officer or director who is an affiliate solely by virtue of holding such position) of the Company or a "distributor", as defined in Regulation S, or an affiliate of a "distributor";

the offer of the Warrants was not made to a person in the United States and at the time the buy order was originated, the Transferee was outside the United States, or the Transferor and any person acting on its behalf reasonably believe that the Transferee was outside the United States;

neither the Transferor nor any affiliate of the Transferor nor any person acting on their behalf engaged in any directed selling efforts (as defined under Regulation S) in connection with the offer and sale of the Warrants;

the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act);

the Transferor does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and

the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act.

Definitions

impair the quality of the Environment for any use that can be made of it;

injure or damage property or plant or animal life;

adversely affect the health of any individual;

impair the safety of any individual;

render any plant or animal life unfit for use by man; or

create a liability under any Environmental Law;

matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of Banro or the Banro Group Entities (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Stock)); or

is redeemable at the option of the holder of the Capital Stock in whole or in part.

dividend in cash or other property or assets or return of any capital to any of its Affiliates;

management fee paid or comparable payment to any Affiliate of such PSA Entity or to any director or officer of such PSA Entity or Affiliate of such PSA Entity, or to any person not dealing at arm’s length with such PSA Entity or Affiliate, director or officer; or

indebtedness owing by such PSA Entity to a creditor that is an Affiliate by way of intercompany debt or otherwise.

acts of God, including wind, fire, ice and other storms, lightning, floods, blackouts, earthquakes, volcanic eruptions, explosions, epidemics, landslides and any natural disasters;

strikes, lockouts, labour disputes and other industrial disturbances unless employee demands are reasonable and within the power of the Seller to grant;

the selective and discriminatory imposition of any law, regulation, order, proclamation, instruction or request of any Governmental Authority or judgment or order of any court;

inability to obtain or unreasonable delays in obtaining any approvals;

curtailment or suspension of activities to remedy an actual violation of Applicable Laws;

epidemics, war or conditions arising out of or attributable to war (whether or not declared), terrorism, mob violence, blockades, acts of public enemies, acts of sabotage, civil insurrection, riots, rebellion and civil disobedience; and

earthquakes, storms, floods, sink holes, droughts or other materially adverse weather conditions,

the principal of and premium (if any) in respect of indebtedness of such person for borrowed money;

the principal of and premium (if any) in respect of obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

the principal component of all obligations of such person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of incurrence);

the principal component of all obligations of such person to pay the deferred and unpaid purchase price of property (including earn-out obligations) that are recorded as liabilities and which purchase price is due after the date of placing such property in service or taking delivery and title thereto, except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (B) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person;

an obligation that would have been required to be classified and accounted for as a capitalized lease for financial reporting purposes;

Deferred Revenue Financing Arrangements;

the principal component or liquidation preference of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or any preferred shares in the capital of such person (but excluding, in each case, any accrued dividends);

the principal component of all Indebtedness of other persons secured by an Encumbrance on any asset of such person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such other persons;

the principal component of Indebtedness of other persons to the extent guaranteed by such person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

to the extent not otherwise included in this definition, net obligations of such person under hedging obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such hedging obligation that would be payable by such person at such time); and

to the extent not otherwise included in this definition, the amount of obligations outstanding under the legal documents entered into as part of a securitization transaction or series of securitization transactions that would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase relating to a securitization transaction or series of securitization transactions.

such Indebtedness is the obligation of a partnership or joint venture that is not a subsidiary of Banro (a “Joint Venture”);

Banro or a Banro Group Entity is a general partner of the Joint Venture (a “General Partner”); and

there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of the Banro Group Entities;

the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of any of the Banro Group Entities; or

if less than the amount determined pursuant to clause (A) immediately above, the actual amount of such Indebtedness that is recourse to the Banro Group Entities, if the Indebtedness is evidenced by a writing and is for a determinable amount.

proceedings are commenced for the winding-up, liquidation or dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 60 days of the commencement of such proceedings;

a decree or order of a court of competent jurisdiction is entered adjudging it to be bankrupt or insolvent (unless vacated within 60 days), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors unless such petition is dismissed within 60 days of first being sought;

it makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets unless such assignment or appointment is dismissed within 60 days of commencement of such proceeding;

a resolution of its board of directors is passed for the receivership or similar insolvent winding-up or liquidation of it; or

anything analogous or having a similar effect to an event listed in paragraphs (i) to (iv) above occurs in respect of that person.

materially limit, restrict or impair the ability of any PSA Entity to perform its obligations under this Agreement;

limit, restrict or impair the ability of the Seller to operate the Twangiza Project in all material respects in accordance with the Operating Plan for the Twangiza Project in effect at the time of the event, occurrence, change or effect;

cause any material decrease to expected gold production from the Twangiza Project based on the Operating Plan for the Twangiza Project in effect at the time of the event, occurrence, change or effect;

affect the validity, perfection or priority of the security under the Security Agreements; or

result in a Banro Event of Default.

types, tonnes and gold grade of ore mined;

types, tonnes and gold grade of any ore stockpiled;

the number of ounces of gold contained in ore processed during such month, but not delivered to a processor by the end of such month;

at the request of the Purchaser, a summary of Deliveries during such month showing, among other things, provisional Refined Gold and Payable Gold amounts and Gold Payments and any final settlement adjustments made during such month;

at the request of the Purchaser, copies of all Processor statements, invoices or receipts;

at the request of the Purchaser, a schedule of all intercompany Indebtedness and intercompany balances as at the date of Banro’s most recently published financial statements or more recent monthly balances prepared by Banro; and

at the request of the Purchaser, a detailed calculation of the uncredited balance of the Deposit as of the end of the month.

prior to the termination of the Note Indenture, Encumbrances permitted under the Note Indenture;

following the termination of the Note Indenture:

inchoate or statutory liens for taxes, assessments, royalties payable to a Governmental Authority, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings;

statutory liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation other than in the context of a breach of laws or Permits;

any reservations, or exceptions contained in the original grants of land or by applicable statute or the terms of any lease in respect of any Properties or comprising the Properties;

minor discrepancies in the legal description or acreage of or associated with the Properties or any adjoining properties which would be disclosed in an up to date survey, and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of the Properties for the purpose of conducting and carrying out mining operations thereon;

rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Properties, which do not in the aggregate materially detract from the use of the Properties for the purpose of conducting and carrying out mining operations thereon;

liens or other rights granted by a PSA Entity to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) other than in the context of a breach of laws or Permits;

security deposits with any Governmental Authority and utilities in the ordinary course of business of a Banro Group Entity (including, to the extent applicable, any reclamation obligations); and

liens securing Permitted Indebtedness listed in clauses(ii) (1), (4), (5), (7) and (8) of such definition.

prior to the termination of the Note Indenture, Indebtedness permitted in accordance with the terms thereof and Deferred Revenue Financing Arrangements as set out in clause (5) below; and

following the termination of the Note Indenture:

indebtedness incurred under this Agreement and the Security Agreements, together with the indebtedness under the Namoya Gold Purchase Agreement and the Twangiza Forward Sale Agreements;

any security deposits with any Governmental Authority and utilities in the ordinary course of business of a Banro Group Entity (including, to the extent applicable, any reclamation obligations);

any unsecured liability under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

indebtedness incurred in connection with any mobile equipment financing facility or other accounts receivable financing facility secured solely by such mobile equipment or accounts receivable;

Deferred Revenue Financing Arrangements, provided that at any time, in respect of all Deferred Revenue Financing Arrangements in the aggregate, no more than 80% of the forecast gold production of the Twangiza Project for the current month is the subject thereof;

indebtedness incurred by a Banro Group Entity in favour of another Banro Group Entity that is subject to an Assignment, Subordination and Postponement of Claims or is the subject of a plan of intercompany Indebtedness that has been approved by the Purchaser;

Indebtedness in an aggregate principal amount not to exceed $175,000,000 provided that (A) any security granted therefor shall have been granted in favour of the Purchaser or the Collateral Agent on its behalf; and (B) the ranking of the PSA Obligations vis-à-vis such secured Indebtedness shall correspond to the ranking of the PSA Obligations vis-à-vis the notes issued under the Note Indenture;

indebtedness (including in respect of any discretionary derivative or hedging arrangements) of one or more Banro Group Entities not permitted by the preceding paragraphs, the outstanding principal amount (which shall include capitalized interest characterized as principal) (or net liability of the PSA Entities with respect to any discretionary derivative or hedging arrangements) of which does not exceed in the aggregate at any time 7% of the total consolidated assets of Banro and the Banro Group Entities; and

Preferred shares in the capital of Banro, Banro Group (Barbados) Limited, Twangiza (Barbados) Limited and Namoya (Barbados) Limited.

prior to the termination of the Note Indenture, those Encumbrances that constitute Priority Liens (as defined in the Note Indenture) and Parity Liens (as defined in the Note Indenture) and, with respect to Parity Liens, those ranking pari passu with respect to the Secured Amount;

following the termination of the Note Indenture, those Encumbrances listed in (ii) (A) to (H) of the definition of “Permitted Encumbrances”.

is named, identified, described on or included on any of:

the lists maintained by the Office of the Superintendent of Financial Institutions Canada with respect to terrorism financing;

the Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry and Security, U.S. Department of Commerce;

the List of Statutorily Debarred Parties compiled by the U.S. Department of State;

the Specially Designated Nationals Blocked Persons List compiled by the U.S. Office of Foreign Assets Control; or

the annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324;

is subject to trade restrictions under United States law, including, but not limited to:

the International Emergency Economic Powers Act, 50 U.S.C.; or

the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.; or any other enabling legislation or executive order relating thereto, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56; or

is a person or entity who is an Affiliate of a person or entity listed above.

Certain Rules of Interpretation

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.

Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

A person (first person) is considered to control another person (second person) if:

(i)

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation;

(ii)

the first person directly or indirectly exercises control or direction over the majority of the directors or has the ability to control the management and policies of the second person;

(iii)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or

(iv)

the second person is a limited partnership and the general partner of the limited partnership is the first person or the control person or the general partner,

The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under generally accepted accounting principles applicable to such entity at the relevant time, in effect from time to time (which may be International Financial Reporting Standards), consistently applied, and all determinations of an accounting nature required to be made shall be made in a manner consistent with such applicable generally accepted accounting principles.

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.

Time is of the essence in the performance of the Parties’ respective obligations under this Agreement.

In this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Toronto time) on the next Business Day.

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States of America dollars.

The following schedules are attached to and form part of this Agreement:

Purchase and Sale of Payable Gold

Subject to and in accordance with the terms of this Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Payable Gold, free and clear of all Encumbrances.

As further provided in Section 4.2, Payable Gold shall not be reduced for, and the Purchaser shall not be responsible for, any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other similar charges or deductions, regardless of whether such charges or deductions are expressed as a specific metal deduction, separate and apart from the recovery rate pursuant to the terms of any applicable Processing Agreement. Furthermore, the Purchaser shall not bear the cost of any reduction in Payable Gold arising from lower recovery rates, as compared to the recovery rates currently achieved at the date of this Agreement, pursuant to any new or revised Processing Agreement which the Seller may choose to enter into.

In the event any Banro Group Entity intends to sell Produced Gold in any form other than doré (“Non-Doré Shipments”), such sale shall be completed in accordance with a Non-Doré Agreement on terms and conditions (including in respect of allowable deductions to determine payability) that are acceptable to the Purchaser, acting reasonably. For this purpose, Payable Gold means the recoverable metal content calculated in accordance with the applicable Non-Doré Agreement. The Seller shall be deemed to receive a Gold Payment when it receives payment (whether provisional or final) for a Non-Doré Shipment and the sale and delivery of the Payable Gold payable on account of the Non-Doré Shipments shall be made in accordance with Section 2.2. The Seller shall provide the Purchaser with a final signed copy of the Non-Doré Agreement within five Business Days after the execution thereof and any such agreement shall be on commercially reasonable arm’s length terms and conditions with a person who is not a Banro Group Entity.

Delivery Obligations

During the period of the Term following the Closing Date, within the earlier of (i) five Business Days after the earlier of the date of the initial or provisional Gold Payment in respect of a Delivery from a Processor, or (ii) ten Business Days from the date of shipment of a Delivery, the Seller shall sell, and in accordance with Section 2.2(c), deliver to the Purchaser, the aggregate Payable Gold in respect of such Delivery, as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report (provided that, in the case of clause (ii) above, for this calculation, the amount of Payable Gold in the Delivery shall be based on the Seller’s documentation, including assays or similar testing, included with such shipment).

Within five Business Days after the earlier of (i) the date the amount of Payable Gold in each Delivery has been agreed, or deemed to be agreed, by the Seller and a Processor in accordance with a Processing Agreement, and (ii) the date of the final Gold Payment in respect of a Delivery, the Seller shall sell to the Purchaser Refined Gold in an amount equal to the amount by which the actual Payable Gold exceeds the amount of Refined Gold previously delivered to the Purchaser in respect of such Delivery pursuant to Section 2.2(a), in each case as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report; provided, however, if the Refined Gold previously delivered to the Purchaser in respect of such Delivery pursuant to Section 2.2(a) exceeds the actual Payable Gold, respectively, then the Seller shall be entitled to set off and deduct such excess amount of Refined Gold, as applicable, from the next required deliveries by the Seller under this Agreement until it has been fully offset against deliveries to the Purchaser of Refined Gold, if any, pursuant to this Section 2.2(b), or if no such further deliveries are to be made, the Purchaser shall within five Business Days pay the applicable Gold Purchase Price in respect of any excess Refined Gold delivered to the extent not already paid.

The Seller shall deliver to the Purchaser all Payable Gold to be delivered under this Agreement by way of credit or allocation to the metal account or accounts designated by the Purchaser from time to time, or physical delivery to such other location specified by the Purchaser from time to time on 15 Business Days’ prior written notice or as otherwise consented to by the Seller, such consent not to be unreasonably withheld. Delivery of the Payable Gold to the Purchaser shall be deemed to have been made at the time on the date the Payable Gold is credited or allocated or physically delivered, as applicable, to the designated metal account of the Purchaser (the “Time of Delivery” on such date the “Date of Delivery”). Title to, and risk of loss of, the Payable Gold shall pass from the Seller to the Purchaser at the Time of Delivery. All costs and expenses pertaining to each delivery of the Payable Gold to the Purchaser shall be borne by the Seller so long as the Purchaser’s accounts are in customary locations in United Kingdom, Switzerland or South Africa.

The Seller hereby represents and warrants to the Purchaser that, at each Time of Delivery (i) the Seller will be the legal and beneficial owner of the Payable Gold credited or physically allocated to the designated metal account of the Purchaser, (ii) the Seller will have good, valid and marketable title to such Payable Gold, and (iii) such Payable Gold will be free and clear of all Encumbrances.

The Seller shall not sell or deliver to the Purchaser (for purposes of this Agreement and at any time during the term of this Agreement) any Refined Gold that has been directly or indirectly purchased on a commodity exchange, a commodity futures exchange or from another similar source. The Seller shall have the option to fulfill a gold delivery obligation hereunder by obtaining gold from other sources from time to time including from mining operations of Affiliates or physical gold purchases from a refiner for delivery to the Purchaser, at its sole discretion. The Parties acknowledge that the Seller shall not be obliged to sell or deliver to the Purchaser the Refined Gold physically resulting from Produced Gold. No later than January 15 of each year, the Seller shall deliver to the Purchaser a certificate of a senior officer of the Seller confirming compliance with this Section 2.2(e) as it relates to the prior calendar year.

The Purchaser acknowledges and agrees that, notwithstanding the effective date of the Term, the Seller shall have no obligation to commence making any delivery of Payable Gold to the Purchaser hereunder until the Deposit has been paid. Notwithstanding the foregoing, provided the conditions precedent set out in Sections 3.3 and 3.4 have been satisfied or waived and the Deposit paid by February 15, 2016, then the Seller shall be obligated to deliver to the Purchaser on the first Date of Delivery the Payable Gold accrued from January 1, 2016.

Invoicing

The Seller shall notify the Purchaser in writing, no more than five Business Days after each Delivery, by delivery of an estimate to the Purchaser setting out the estimated number of ounces of Payable Gold to be credited, allocated or physically delivered to the designated metal accounts of the Purchaser in respect of such Delivery and the anticipated Date of Delivery;

On the Business Day following the Date of Delivery, the Seller shall notify the Purchaser in writing of:

the number of ounces of Payable Gold credited, allocated or physically delivered to the designated metal account of the Purchaser; and

the Gold Purchase Price for such Payable Gold.

Purchase Price

prior to the Deposit Reduction Date, (i) the Ongoing Price on the Date of Delivery of such Purchased Ounces, as applicable, payable in cash or by wire transfer of immediately available funds, plus (ii) the Reduction Amount for such Purchased Ounces, payable only by crediting the applicable Reduction Amount against the Deposit in order to reduce the uncredited balance of the Deposit until the uncredited balance of the Deposit has been credited and reduced to nil; and

from and after the Deposit Reduction Date, the Ongoing Price on the Date of Delivery of such Purchased Ounces payable in cash or by wire transfer of immediately available funds.

Minimum Payable Gold Warranty

The Seller warrants to the Purchaser that the aggregate Payable Gold delivered to the Purchaser on an annual basis will be no less than 80% of the aggregate Payable Gold that would be delivered to the Purchaser based on the gold production schedule in the Operating Plan as set out in Schedule H. At the end of each calendar year during the Term, in the event that the Seller fails to deliver to the Purchaser the minimum amount of Payable Gold for that calendar year, the Seller shall satisfy any such shortfall, as calculated in accordance with Schedule I, by means of a physical delivery to the Purchaser of the shortfall amount of gold within 10 Business Days following the end of such calendar year. In the event of a production stoppage at the Twangiza Project or a material reduction in Produced Gold from the Twangiza Project as a result of a Force Majeure Event that endures for more than 14 consecutive days, the Parties agree that the minimum amount of Payable Gold for the calendar year so impacted shall be reduced proportionately to take into account the production losses incurred as a result of the Force Majeure Event.

Notwithstanding Section 2.5(a), where the Seller presents to the Purchaser a plan for investment into the expansion or alteration of the operation at the Twangiza Project which would lead to an increase in Produced Gold and an improvement in the economics of the Twangiza Project, provided that such plan is supported by a reasonable study acceptable to the Purchaser, acting reasonably, but may result in a temporary interruption of operations and production of the Twangiza Project and furthermore in a temporary breach of the minimum Payable Gold warranty set out in Section 2.5(a), the Purchaser shall grant a waiver to the Seller of the minimum Payable Gold warranty for the relevant period provided there is no material adverse impact on the Payable Gold delivered to the Purchaser under this Agreement.

Buyback Option

Deposit

In connection with the respective promises and covenants contained herein, including the sale and delivery by the Seller to the Purchaser of the Payable Gold, the Purchaser hereby agrees to pay the Deposit on the Closing Date in cash against, and as a prepayment of the purchase price for the Payable Gold, subject to the conditions set out in Sections 3.2 and 3.3.

No interest will be payable by the Seller on or in respect of the Deposit except as expressly provided in this Agreement. The Purchaser will not be entitled to demand repayment of the Deposit except to the extent expressly set forth in this Agreement.

Provided that the conditions precedent set out in Sections 3.3 and 3.4 have been satisfied or waived and the Closing Date has occurred by February 15, 2016, then if the Closing Date occurs on any date later than January 15, 2016 solely as a consequence of one or more conditions precedent in Section 3.3(a) or Section 3.4 not being satisfied, interest shall accrue on the Deposit amount at a rate of 8% per annum for the number of days between January 1, 2016 and the Closing Date.

Use of Deposit

Conditions Precedent in Favour of the Purchaser

the Purchaser shall have secured all regulatory approvals and completed all filings pertaining to all contemplated transactions between the Purchaser and Banro Group Entities (including this Agreement), including but not limited to those approvals or filings which may be required from or with the relevant departments of the Ministry of Commerce, Development and Reform Commission, State Administration for Foreign Exchange and the State-owned Assets Supervision and Administration Commission of the People’s Republic of China;

Banro and the Seller shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing Date;

Each PSA Entity shall have executed and delivered to the Purchaser a certificate of a senior officer of each in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, as to the constating documents of each; the resolutions of the board of directors of each authorizing the execution, delivery and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a party; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require;

Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from external legal counsel to Banro, the Seller, the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture, the Collateral Trust Agreement, or any of the Collateral Documents (as defined in the Note Indenture) governed by Ontario law, (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages and charge upon, and security interests in (including as to ranking of such security interests), the PSA Collateral under the Security; and (vii) the due registration or filing of the Security Agreements and, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements;