Common use of Independent Nature of Holders’ Obligations and Rights Clause in Contracts

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, The use of a single agreement with respect to the parties have executed this Registration Rights Agreement as obligations of the date first written aboveCompany contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. CHROMOCELL THERAPEUTICS CORPORATION By:__________________________________________ Name: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor Title: Name of Holder: Signature of Authorized Signatory of Holder: __________________________ Name of Authorized Signatory: Title of Authorized Signatory: The undersigned beneficial owner of shares of common stock (the securities into which this security is exercisable have been registered “Registrable Securities”) of CHROMOCELL THERAPEUTICS CORPORATION (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission or (the securities commission “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of any state in reliance upon an exemption from registration under the Securities Act of 1933 1933, as amended (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and Registrable Securities, in accordance with applicable state securities laws as evidenced by a legal opinion the terms of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant Registration Rights Agreement (the “WarrantRegistration Rights Agreement”) certifies that, for value received, Xxxxxxx Hochwimmer (“to which this document is annexed. A copy of the “Holder”), Registration Rights Agreement is entitled, available from the Company upon request at the address set forth below. All capitalized terms and subject to not otherwise defined herein shall have the limitations on exercise meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the conditions hereinafter set forthrelated prospectus. Accordingly, at any time on holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or after not being named as a selling stockholder in the date given above (Registration Statement and the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a)related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx Pxxxx X. Xxxx Xxxxx Pxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission Name of any state in reliance upon an exemption from registration under the Securities Act Holder: __________________________ Signature of 1933 Authorized Signatory of Holder: __________________________ Name of Authorized Signatory: _________________________ Title of Authorized Signatory: __________________________ The undersigned beneficial owner of common stock, par value $0.001 per share (the “Securities ActCommon Stock”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant SharesRegistrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form ___ (the “Registration Statement”) for the registration and resale under Rule 415 of common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of ___________________, 2006 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling security-holder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of one share Registrable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. Registration Rights Agreement In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. ByBy:/s/ Nxxxx X. Xxxxx Nxxxx X. Xxxxx Chief Financial Officer Registration Rights Agreement Name of Holder: Exxxx Participation Corp Signature of Authorized Signatory of Holder: /s/ Xxxxx X. Pxxxx-Xxxx Xxxxx X. Xxxxxxx Name of Authorized Signatory: Pxxxx-Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission Xxxxxxx Title of any state in reliance upon an exemption from registration under the Securities Act Authorized Signatory: Secretary Registration Rights Agreement The undersigned beneficial owner of 1933 common stock, par value $0.001 per share (the “Securities ActCommon Stock”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant SharesRegistrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form ___ (the “Registration Statement”) for the registration and resale under Rule 415 of common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of _________________, 2006 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling security-holder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of one share Registrable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer Xxxxx Xxxxxxxxx (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, The use of a single agreement with respect to the parties have executed this Registration Rights Agreement as obligations of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor Company contained was solely in the securities into which this security is exercisable have been registered with control of the Securities and Exchange Commission Company, not the action or the securities commission decision of any state Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in reliance upon an exemption from registration under this Agreement is between the Securities Act Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. [SIGNATURE PAGE OF HOLDERS TO GTHP RRA] Name of 1933 Holder: __________________________ Signature of Authorized Signatory of Holder: __________________________ Name of Authorized Signatory: _________________________ Title of Authorized Signatory: __________________________ [SIGNATURE PAGES CONTINUE] Each Selling Stockholder (the “Securities ActSelling Stockholders”)) of the securities and any of their pledgees, andassignees and successors-in-interest may, accordinglyfrom time to time, may not be offered sell any or sold except pursuant to an effective registration statement under all of their securities covered hereby on the Securities Act principal Trading Market or pursuant to an available exemption fromany other stock exchange, market or trading facility on which the securities are traded or in a transaction not subject to, the registration requirements private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the Securities Act following methods when selling securities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable state exchange; ● privately negotiated transactions; ● settlement of short sales; ● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities laws as evidenced by at a legal opinion stipulated price per security; ● through the writing or settlement of counsel to the transferor to options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such effect, the substance methods of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued sale; or ● any other method permitted pursuant to an applicable law. The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amendedamended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to regulation S thereunderthis prospectus (as supplemented or amended to reflect such transaction). This security The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities into may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus effective until the earlier of (i) the date on which this security is excercisable cannot the securities may be transferredresold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, offered, or sold without the requirement for the Company to be in compliance with the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration current public information under Rule 144 under the Securities Act or any other rule of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).similar effect or

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 50,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xx. Xxxxxxx Hochwimmer Xxxxxx (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 50,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer Xxxxx Xxxxxx (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 350,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxx-Xxxx Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 350,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 50,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer 4P Management Partners SA (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 50,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer Xxxxxx Xxxxxx (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hannah Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. ByBy:/s/ Xxxxx Xxxx Xxxxx Xxxx President Name of Holder: Xxxxx Participation Corp Signature of Authorized Signatory of Holder: /s/ Xxxxx X. Xxxxx-Xxxx Xxxxx X. Xxxxxxx Name of Authorized Signatory: Xxxxx-Xxxx Xxxxxxx Title of Authorized Signatory: President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission The undersigned beneficial owner of any state in reliance upon an exemption from registration under the Securities Act of 1933 common stock, par value $0.001 per share (the “Securities ActCommon Stock”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 shares (the “Warrant SharesRegisterable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement for the registration and resale under Rule 415 of common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registerable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of March 12, 2007 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling security-holder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of one share Registerable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President Neither this security nor the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cannot be transferred, offered, or sold in the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. To purchase 27,000 200,000 shares of common stock of Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer Beskivest Chart Ltd. (“the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 27,000 200,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).