STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT

This STOCK PLEDGE AGREEMENT (this “Agreement”) made as of January __, 2015 by and

between River North Equity, Inc., an Illinois corporation (“River North”), and Mr. Xxx

Xxxxxx, CEO of MineralRite Corporation, a Nevada Corporation (“Pledgor” and "Company",

respectively).

RECITALS

Pledgor is the record and beneficial owner of 105,000 Preferred A shares of

Company, which have 3,000 votes per share and 13,500 Preferred B shares, which are

convertible into 13,500,000 shares of common stock, $.001 par value, of Company.

Pledgor has agreed to secure, to the extent hereinafter set forth, the payment in full

and the performance of the obligations of Company under the Purchase Agreement

and the Note (as defined below).

In connection with River North extending a loan to Company, Company has signed a

Convertible Note Purchase Agreement dated January __, 2015 (the "Purchase

Agreement") and issued that certain Convertible Promissory Note (the “Note”) dated

January __, 2015 payable to the order of River North in the principal amount of

seventy-seven thousand and seven-hundred seventy eight Dollars ($77,778).

Such Note is secured by the Pledged Shares (as defined below) and other collateral

upon the terms set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Security Interest. Pledgor hereby grants and pledges for the benefit of River North a

security interest in, and assigns, transfers to and pledges with the Company's Transfer Agent for

the benefit of River North, the following securities and other property (collectively, the

“Collateral”):

(i) 105,000 Preferred A shares and 13,500 Preferred B shares of Company issued in the

name of Pledgor (the “Pledged Shares”) to be served as Collateral for the Note, delivered to and

deposited with the Company's Transfer Agent, guaranteed and stamped by a Medallion Stock

Power signed by a participant of the Securities Transfer Agents Medallion Program (STAMP)

which is recognized by the Company's Transfer Agent. Such Medallion Stock Power shall

authorize the immediate transfer and assignment of the Collateral to River North upon

occurrence of an Event of Default pursuant to Section 9 of this Agreement. The Collateral

transferred and assigned to River North shall be used by River North freely, at its own discretion,

without any limitation whatsoever (for purposes of this Agreement, common stock shall refer to

the common stock of the Pledgor);

(ii) any and all new, additional or different securities or other property subsequently

distributed or issued to Pledgor, any members of his household or any business owned by him or

by any member of his household, in connection with the Pledged Shares or without any

connection to the Pledged Shares, which are to be delivered to and deposited with the Company's

Transfer Agent pursuant to the requirements of Section 3 of this Agreement;

(iii) any and all other property and money which is delivered to or comes into the

possession of the Company's Transfer Agent pursuant to the terms of this Agreement; and

(iv) the proceeds of any sale, exchange or disposition of the property and securities

described in subsections (i), (ii) or (iii) above.

2. Warranties. Pledgor hereby warrants that Pledgor is the owner of the Collateral and has the

right to pledge the Collateral and that the Collateral is free from all liens, adverse claims and

other security interests (other than those created hereby).

3. Duty to Deliver. Any new, additional or different securities or other property (other than

regular cash dividends) which may now or hereafter become distributable with respect to the

Collateral by reason of (i) any stock split, stock dividend, recapitalization, combination of shares,

exchange of shares or other change affecting the Pledged Shares as a class and (ii) any merger,

consolidation or other reorganization affecting the capital structure of the Company shall, upon

receipt by Pledgor, be promptly delivered to and deposited with the Company's Transfer Agent

as part of the Collateral hereunder. And in addition, all securities issued by the Company to

Pledgor, any members of his household or any business owned by him or by any member of his

household and any new, additional or different securities or other property distributed in

connection with such issued securities, for as long as the Company shall have any obligation

under the Note, shall become part of the Collateral. All securities described in this Section 3 shall

be delivered to and deposited with the Company's Transfer Agent and be accompanied by one or

more properly-endorsed stock power assignments as described in section 1(i) above.

4. Payment of Taxes and Other Charges. For as long as the Collateral secures the Note, all

taxes, liens, assessments and other charges against the Collateral, and in the event of Pledgor’s

failure to do so, River North may at its election pay any or all of such taxes and other charges

without contesting the validity or legality thereof. The payments so made shall become part of

the indebtedness secured hereunder and until paid shall bear interest at the minimum per annum

rate, compounded semi-annually, required to avoid the imputation of interest income to River

North and compensation income to Pledgor under the Federal tax laws.

5. Shareholder Rights. So long as there exists no event of default under Section 9 of this

Agreement, Pledgor may exercise all shareholder voting rights and be entitled to receive any and

all regular cash dividends paid on the Collateral and all proxy statements and other shareholder

materials pertaining to the Collateral.

6. Rights and Powers of River North. River North may, without obligation to do so, exercise at

any time and from time to time one or more of the following rights and powers with respect to

any or all of the Collateral:

(i)

subject to the applicable limitations of Section 8, accept in its discretion other

property of Pledgor in exchange for all or part of the Collateral and cause the Company's

Transfer Agent to release Collateral to Pledgor to the extent necessary to effect such exchange,

and in such event the other property received in the exchange shall become part of the Collateral

hereunder;

(ii) perform such acts as are necessary to preserve and protect the Collateral and the

rights, powers and remedies granted with respect to such Collateral by this Agreement; and

(iii) transfer record ownership of the Collateral to River North or its nominee and

receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or

other distributions made or paid with respect to the Collateral, provided and only if there exists at

the time an outstanding event of default under Section 9 of this Agreement. Any cash sums

which River North may so receive shall be applied to the payment of the Note and any other

indebtedness secured hereunder, in such order of application as River North deems appropriate.

Any remaining cash shall be paid over to Pledgor. Any action by River North pursuant to the

provisions of this Section 6 may be taken without notice to Pledgor. Expenses reasonably

incurred in connection with such action shall be payable by Pledgor and form part of the

indebtedness secured hereunder as provided in Section 11.

7. Transfer of Collateral. In connection with the transfer or assignment of the Note (whether by

negotiation, discount or otherwise), River North may instruct the Company's Transfer Agent to

keep holding the Collateral for the benefit of the transferee or assignee and such transferee or

assignee shall thereupon succeed to all the rights, powers and remedies granted to River North

hereunder with respect to the Collateral so transferred. Upon such transfer, River North shall be

fully discharged from all liability and responsibility for the transferred Collateral, if any.

8. Release of Collateral. Provided all indebtedness secured hereunder shall at the time have

been paid in full and there does not otherwise exist any event of default under Section 9 of this

Agreement, the Pledged Shares, together with any additional Collateral which may hereafter be

pledged and deposited hereunder, shall be released from pledge and returned to Pledgor in

accordance with the following provisions:

(i) Upon payment or prepayment of principal under the Note, along with any accrued

interest to date on the principal amount so paid or prepaid, one or more of the Pledged Shares

held as Collateral hereunder shall (subject to the applicable limitations of Section 8(iii) and 8(iv)

below) be released at the time of such payment or prepayment. The number of shares to be so

released shall be equal to the number obtained by multiplying (i) the total number of Pledged

Shares held under this Agreement at the time of payment or prepayment, by (ii) a fraction, the

numerator of which shall be the amount of principal together with any accrued interest paid or

prepaid and the denominator of which shall be the unpaid principal balance of the Note together

with all accrued interest thereunder immediately prior to such payment or prepayment. In no

event, however, shall any fractional shares be released.

(ii) Any additional Collateral which may hereafter be pledged and deposited with the

Company's Transfer Agent (pursuant to the requirements of Section 3) with respect to the

Pledged Shares shall be released at the same time the particular shares to which the additional

Collateral relates are to be released in accordance with the applicable provisions of Section 8(i).

(iii) Under no circumstances, however, shall any Pledged Shares or any other

Collateral be released if previously applied to the payment of any indebtedness secured

hereunder. In addition, in no event shall any Pledged Shares or other Collateral be released

pursuant to the provisions of Section 8(i) or 8(ii) if, and to the extent, the fair market value of the

shares and all other Collateral which would otherwise remain in pledge hereunder after such

release were effected would be less than the unpaid principal and accrued interest under the

Note.

(iv) For all valuation purposes under this Agreement, the fair market value per share of

common stock on any relevant date shall be determined as follows: the fair market value shall be

the closing bid price per share of common Stock on the applicable Trading Market (as such term

is defined in the Purchase Agreement) on the date in question. If there is no reported closing bid

price for the common Stock on the date in question, then the closing bid price on the last

preceding date for which such quotation exists shall be determinative of fair market value.

9. Events of Default. Each of the following occurrences shall constitute an Event of Default

under this Agreement: (i) Pledgor shall fail to observe or perform any material covenant

applicable to such Pledgor under this Agreement and such failure shall continue for a period of

thirty (30) consecutive days after written notice by River North; (ii) any default by the Company

under the Note which is not timely cured by the Company or Pledgor; (iii) the occurrence of any

other acceleration event specified in the Note; (iv) the failure of the Company to perform any

obligation imposed upon it by reason of the Purchase Agreement and the Note (including, but not

limited to, honoring conversion of the Note); or (v) the breach of any warranty of Pledgor

contained in this Agreement.

Upon the occurrence of any such event of default, River North may, at its election, declare the

Note and all other indebtedness secured hereunder to become immediately due and payable and

may exercise any or all of the rights and remedies granted to a secured party under the provisions

of the Illinois Uniform Commercial Code (as now or hereafter in effect), including (without

limitation) the power to dispose of the Collateral by public or private sale or to accept the

Collateral in full payment of the Note and all other indebtedness secured hereunder.

Any proceeds realized from the disposition of the Collateral pursuant to the foregoing power

of sale shall be applied first to the payment of expenses incurred by River North in connection

with the disposition, then to the payment of the Note and finally to any other indebtedness

secured hereunder. Any surplus proceeds shall be paid over to Pledgor. However, in the event

such proceeds prove insufficient to satisfy all obligations of the Company under the Note, then

Pledgor shall remain personally liable for the resulting deficiency.

10. Other Remedies. The rights, powers and remedies granted to River North pursuant to

the provisions of this Agreement shall be in addition to all rights, powers and remedies granted

to River North under any statute or rule of law. Any forbearance, failure or delay by River North

in exercising any right, power or remedy under this Agreement shall not be deemed to be a

waiver of such right, power or remedy. Any single or partial exercise of any right, power or

remedy under this Agreement shall not preclude the further exercise thereof, and every right,

power and remedy of River North under this Agreement shall continue in full force and effect

unless such right, power or remedy is specifically waived by an instrument executed by River

North.

11. Costs and Expenses. All costs and expenses (including reasonable attorneys' fees)

incurred by River North in the exercise or enforcement of any right, power or remedy granted to

it under this Agreement shall become part of the indebtedness secured hereunder and shall

constitute a personal liability of Pledgor payable immediately upon demand and bearing interest

until paid at the minimum per annum rate, compounded semi-annually, required to avoid the

imputation of interest income to River North and compensation income to Pledgor under the

Federal tax laws.

12. Applicable Law. This Agreement shall be governed by and construed in accordance

with the laws of the State of Illinois without resort to that State’s conflict-of-laws rules. The

parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against

any superior, municipal, or other state court located in Xxxx County in Illinois or any federal

court for the Northern District of Illinois in any litigation arising under or in connection with this

Agreement. The parties hereby consent to the exclusive jurisdiction of the above listed courts.

13. Successors. This Agreement shall be binding upon River North and its successors and

assigns and upon Pledgor and the executors, heirs and legatees of Pledgor’s estate.

14. Severability. If any provision of this Agreement is held to be invalid under applicable

law, then such provision shall be ineffective only to the extent of such invalidity, and neither the

remainder of such provision nor any other provisions of this Agreement shall be affected

thereby.

IN WITNESS WHEREOF, this Agreement has been executed by Pledgor and River North as of

January __, 2015.

SIGNED by: Xxxxxx X. Xxxxxxx

Signature: _____________________

for and on behalf of

River North Equity, Inc.

SIGNED by: Xxx Xxxxxx

Signature: _____________________

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, ________________________________________________

hereby sell(s), assign(s) and transfer(s) to River North Equity, Inc. (“River North”),

_____________________ (__________) Preferred A shares of MineralRite Corporation (the

“Company”) standing in his name on the books of the Company, represented by Certificate No.

_______ herewith and do(e)s hereby irrevocably constitute and appoint Nevada Agency &

Transfer Company to transfer the said stock on the books of the Company with full power of

substitution in the premises.

Dated: __________________________

Signature:________________________