CONVERTIBLE NOTE PURCHASE AGREEMENT

Page 1 of 23

CONVERTIBLE NOTE PURCHASE AGREEMENT

This CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”), dated January

__, 2015, by and between MineralRite Corporation, a Nevada corporation, with headquarters

located at 00 Xxxxx Xxxxxx Xxxx, Xxxxxx, Xxxx 00000 (the "Company"), and River North

Equity, Inc., an Illinois corporation, with its principal place of business at 000 X. Xxxxxxx Xx.,

Xxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (the "Buyer"), (together the "Parties"). Capitalized terms

used in this Agreement and not otherwise defined shall have the meanings ascribed to them in

Article 1.

WHEREAS:

A. The Parties are executing and delivering this Agreement in reliance upon the exemption from

securities registration afforded by the rules and regulations as promulgated by the United

States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,

as amended (the “1933 Act”) as described in this Agreement.

B. Buyer desires to purchase and Company desires to issue and sell, upon the terms and

conditions set forth in this Agreement a six percent (6%) convertible note of Company, in the

form attached hereto as Exhibit A, in the aggregate principal amount of $77,778 (together

with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with

respect thereto in accordance with the terms thereof, the “Note”), with an original issue

discount of ten percent (10%), convertible into shares of common stock of Company, $0.001

par value per share (the “Common Stock”) upon the terms and subject to the limitations and

conditions set forth in such Note.

C. The terms and conditions contained herein, Buyer wishes to purchase, upon the terms and

conditions stated in this Agreement, such principal amount of the Note as is set forth

immediately below its name on the signature pages hereto.

NOW THEREFORE, Company and Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), Company shall issue and

sell to Buyer and Buyer agrees to purchase from Company such principal amount of the

Note as is set forth immediately below Buyer’s name on the signature pages hereto.

b. Form of Payment/Closing. On the Closing Date, (i) Buyer shall pay the purchase price

for the Note to be issued and sold to it at the Closing (the “Purchase Price”) by wire

transfer of immediately available funds to Company, in accordance with Company’s

written wiring instructions, against delivery of the Note, and (ii) Company shall deliver

such duly executed Note on behalf of Company, to Buyer, against delivery of such

Purchase Price. Such event, the “Closing”.

Company ___________

Buyer ___________

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Closing Date. Subject to the satisfaction (or written waiver) of the conditions set

forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the

Note pursuant to the Agreement (the “Closing Date”) shall be on or about January __,

2015, or such other mutually agreed upon time. The Closing to occur at any such

location as may be agreed to by the Parties.

2. Representations and Warranties of Buyer. Buyer represents and warrants to Company that:

Investment Purpose. As of the date hereof, Buyer is purchasing the Note and the shares

of Common Stock issuable upon full conversion of, or otherwise pursuant to, the Note

(including, without limitation, such additional shares of Common Stock, if any, as are

issuable (i) on account of interest on the Note, and (ii) as a result of the events

described in Sections 1.3 and 1.4 of the Note) pursuant to this Agreement, such shares

of Common Stock being collectively referred to herein as the “Conversion Shares”

and, collectively with the Note, the “Securities” and any of the Securities, a

"Security") for its own account and not with a present view towards the public sale or

distribution thereof, except pursuant to sales registered or exempted from registration

under the 1933 Act, provided, however, that by making the representations herein,

Buyer does not agree to hold any Securities for a minimum or other specific term and

reserves the right to dispose of the Securities at any time in accordance with or pursuant

to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. Buyer is an “Accredited Investor” as that term is defined

in Rule 501(a) of Regulation D.

Reliance on Exemptions. Buyer understands that the Securities are being offered and

sold to it in reliance upon specific exemptions from the registration requirements of

United States federal and state securities laws and that Company is relying upon the

truth and accuracy of, and Buyer’s compliance with, the representations, warranties,

agreements, acknowledgements and understandings of Buyer set forth herein in order to

determine the availability of such exemptions and the eligibility of Buyer to acquire the

Securities.

d. Information. Buyer and its advisors, if any, have been, and for so long as the Note

remains outstanding will continue to be furnished with all publicly made materials

relating to the business, finances and operations of Company and materials relating to

the offer and sale of the Securities which have been requested by Buyer or its advisors.

Buyer and its advisors, if any, have been, and for so long as the Note remains

outstanding will continue to be, afforded the opportunity to ask questions of Company.

Notwithstanding the foregoing, Company has not disclosed to Buyer any material

nonpublic information and will not disclose such information unless such information is

disclosed to the public prior to or promptly following such disclosure to Buyer. Neither

such inquiries nor any other due diligence investigation conducted by Buyer or any of

its advisors or representatives shall modify, amend or affect Buyer’s right to rely on

Company’s representations and warranties contained in Section 3 below. Buyer

understands that its investment in the Securities involves a significant degree of risk.

Company ___________

Buyer ___________

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Buyer is not aware of any facts that may constitute a breach of any of Company's

representations and warranties made herein.

Governmental Review. Buyer understands that no United States federal or state agency

or any other government or governmental agency has passed on or made any

recommendation or endorsement of the Securities.

Transfer or Re-sale. Buyer understands that the sale or re-sale of the Securities has not

been and is not being registered under the 1933 Act or any applicable state securities

laws, and the Securities may not be transferred unless: (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act; (b) Buyer shall have

delivered to Company, at the cost of Buyer, an opinion of counsel to the effect that the

Securities to be sold or transferred may be sold or transferred pursuant to an exemption

from such registration; (c) the Securities are sold or transferred to an "affiliate" (as

defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule

144”)) of Buyer who agrees to sell or otherwise transfer the Securities only in

accordance with this Section 2(f) and who is an Accredited Investor; (d) the Securities

are sold pursuant to Rule 144; (e) the Securities are sold pursuant to Regulation S under

the 1933 Act (or a successor rule) (“Regulation S”); (f) the Securities are sold pursuant

to any other available exemption from the registration requirements under the 1933

Act; (g) a restrictive legend is not required under applicable requirements of the

Securities Act (including judicial interpretations and pronouncements issued by the

staff of the Commission) and Buyer shall have delivered to Company, at the cost of

Buyer, an opinion of counsel that shall be in form, substance and scope customary for

opinions of counsel in corporate transactions. Notwithstanding the foregoing or

anything else contained herein to the contrary, the Securities may be pledged as

collateral in connection with a bona fide margin account or other lending arrangement

in compliance with applicable securities rules and regulations.

Legends. Buyer understands that the Note, and until such time as the Conversion

Shares have become eligible for transfer pursuant to any of the alternatives specified in

Section 2(f) above, the Conversion Shares may bear a restrictive legend in substantially

the following form:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO

WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT

BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE

ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

(B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED

BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT

REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Company ___________

Buyer ___________

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NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR

OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE

SECURITIES.”

The legend set forth above shall be removed from a Security which satisfied any of the

alternatives specified in Section 2(f) above and Company shall cause its Transfer Agent

to issue a certificate(s) without such legend upon request by its holder. In the absence

of a registration statement covering the Security, such holder shall provide an opinion

of counsel, to the effect that a public sale or transfer of such Security may be made

without registration under the 1933 Act. In the event that Company does not accept the

opinion of counsel provided by Buyer by the Deadline, it will be considered an Event

of Default pursuant to Section 3.3 of the Note.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized.

This Agreement has been duly executed and delivered on behalf of Buyer, and this

Agreement constitutes a valid and binding agreement of Buyer enforceable in

accordance with its terms.

Residency. Buyer is a resident of the jurisdiction set forth immediately below Buyer’s

name on the signature pages hereto.

3. Representations and Warranties of Company. Company represents and warrants to Buyer

that:

Organization and Qualification. Company and each of its Subsidiaries (as defined

below), if any, is, or shall be, a corporation duly organized, validly existing and in good

standing under the laws of the jurisdiction in which it is incorporated, with full power

and authority (corporate and other) to own, lease, use and operate its properties and to

carry on its business as and where now owned, leased, used, operated and conducted.

Schedule 3(a) sets forth a list of all of the Subsidiaries of Company and the jurisdiction

in which each is incorporated. Company and each of it Subsidiaries is duly qualified as

a foreign corporation to do business and is in good standing in every jurisdiction in

which its ownership or use of property or the nature of the business conducted by it

makes such qualification necessary except where the failure to be so qualified or in

good standing would not have a Material Adverse Effect. “Material Adverse Effect”

means any material adverse effect on the business, operations, assets, financial

condition or prospects of Company or its Subsidiaries, if any, taken as a whole, or on

the transactions contemplated hereby or by the agreements or instruments to be entered

into in connection herewith. "Subsidiary" or “Subsidiaries” (as the case may be)

means any corporation or other organization, whether incorporated or unincorporated,

in which Company owns, directly or indirectly, an equity majority or other controlling

ownership interest.

b. Authorization; Enforcement. (i) Company has all requisite corporate power and

authority to enter into and perform this Agreement, the Note and to consummate the

Company ___________

Buyer ___________

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transactions contemplated hereby and thereby and to issue the Securities, in accordance

with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the

Note by Company and the consummation by it of the transactions contemplated hereby

and thereby (including without limitation, the issuance of the Note and the issuance and

reservation for issuance of the Conversion Shares issuable upon conversion or exercise

thereof) have been duly authorized by Company’s Board of Directors and no further

consent or authorization of Company, its Board of Directors, or its shareholders is

required, (iii) this Agreement has been duly executed and delivered by Company by its

authorized representative, and such authorized representative is the true and official

representative with the authority to sign this Agreement and the other documents

executed in connection herewith and bind Company accordingly, and (iv) this

Agreement constitutes, and upon execution and delivery by Company of the Note, each

of such instruments will constitute, a legal, valid and binding obligation of Company

enforceable against Company in accordance with its terms.

Capitalization. As of the date hereof, the authorized capital stock of Company consists

of: _______________ shares of Common Stock, $0.001 par value per share, of which

_______________ shares are issued and outstanding as of _______________; except as

disclosed in Company’s SEC Documents (as defined herein), no shares are reserved for

issuance pursuant to Company’s stock option plans, no shares are reserved for issuance

pursuant to securities (other than the Note) exercisable for, or convertible into or

exchangeable for shares of Common Stock. All of such outstanding shares of capital

stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-

assessable. No shares of capital stock of Company are subject to preemptive rights or

any other similar rights of the shareholders of Company or any liens or encumbrances

imposed through the actions or failure to act of Company. Except as disclosed in

Company’s SEC Documents as of the effective date of this Agreement, (i) there are no

outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first

refusal, agreements, understandings, claims or other commitments or rights of any

character whatsoever relating to, or securities or rights convertible into or exchangeable

for any shares of capital stock of Company or any of its Subsidiaries, or arrangements

by which Company or any of its Subsidiaries is or may become bound to issue

additional shares of capital stock of Company or any of its Subsidiaries, (ii) there are no

agreements or arrangements under which Company or any of its Subsidiaries is

obligated to register the sale of any of its or their securities under the 1933 Act and (iii)

there are no anti-dilution or price adjustment provisions contained in any security

issued by Company (or in any agreement providing rights to security holders) that will

be triggered by the issuance of the Note or the Conversion Shares. Company has

furnished to Buyer via email links to Company’s SEC Documents true and correct

copies of Company’s Certificate of Incorporation as in effect on the date hereof

(“Certificate of Incorporation”), Company’s By-laws, as in effect on the date hereof

(the “By-laws”), and the terms of all securities convertible into or exercisable for

Common Stock of Company and the material rights of the holders thereof in respect

thereto. Company shall provide Buyer with a written update of this representation

signed by Company’s Chief Executive on behalf of Company as of the Closing Date.

Company ___________

Buyer ___________

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d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for

issuance and, upon conversion of the Note in accordance with its respective terms, will

be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims

and encumbrances with respect to the issue thereof and shall not be subject to

preemptive rights or other similar rights of shareholders of Company and will not

impose personal liability upon the holder thereof.

Tag-Along Registration Rights of Conversion Shares. Company shall include the

Conversion Shares in any Registration Statement filed with the SEC following the

Registration Statement which shall be filed in connection with the Securities Purchase

Agreement dated January __, 2015.

Acknowledgment of Dilution. Company understands and acknowledges the potentially

dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon

conversion of the Note. Company further acknowledges that its obligation to issue

Conversion Shares upon conversion of the Note in accordance with this Agreement, the

Note is absolute and unconditional regardless of the dilutive effect that such issuance

may have on the ownership interests of other shareholders of Company.

No Conflicts. The execution, delivery and performance of this Agreement, the Note by

Company and the consummation by Company of the transactions contemplated hereby

and thereby (including, without limitation, the issuance and reservation for issuance of

the Conversion Shares) will not (i) conflict with or result in a violation of any provision

of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in

a breach of any provision of, or constitute a default (or an event which with notice or

lapse of time or both could become a default) under, or give to others any rights of

termination, amendment, acceleration or cancellation of, any agreement, indenture,

patent, patent license of instrument to which Company or any of its Subsidiaries is a

party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree

(including federal and state securities laws and regulations and regulations of any self-

regulatory organizations to which Company or its securities are subject) applicable to

Company or any of its Subsidiaries or by which any property or asset of Company or

any of its Subsidiaries is bound or affected (except for such conflicts, defaults,

terminations, amendments, accelerations, cancellations and violations as would not,

individually or in the aggregate, have a Material Adverse Effect). Neither Company

nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or

other organizational documents and neither Company nor any of its Subsidiaries is in

default (and no event has occurred which the notice or lapse of time or both could put

Company or any of its Subsidiaries in default) under, and neither Company nor any of

its Subsidiaries has taken any action or failed to take any action that would give to

others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture or instrument to which Company or any of its Subsidiaries is a

party or by which any property or assets of Company or any of its Subsidiaries is bound

or affected, except for possible defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. The businesses of Company and its Subsidiaries, if

any, are not being conducted, and shall be conducted so long as Buyer owns any of the

Company ___________

Buyer ___________

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Securities, in violation of any law, ordinance or regulation of any governmental entity.

Except as specifically contemplated by this Agreement and as required under the 1933

Act and any applicable state securities laws, Company is not required to obtain any

consent, authorization or order of, or make any filing or registration with any court,

governmental agency, regulatory agency, self-regulatory organization or stock market

or any third party in order for it to execute, deliver or perform any of its obligations

under this Agreement, the Note in accordance with the terms hereof or thereof or to

issue and sell the Note in accordance with the terms hereof and to issue the Conversion

Shares upon conversion of the Note. All consents, authorizations, orders, filings and

registrations which Company is required to obtain pursuant to the preceding sentence

have been obtained or effected on or prior to the date hereof. Company is not in

violation of the listing requirements of the OTC Pink market (the "OTC Pink")

operated by OTC Markets Group, a financial marketplace platform ("OTC Markets"),

it will be current with its SEC reports within 14 days of the date hereof and does not

reasonably anticipate that in the foreseeable future such current status will be lost or

that its Common Stock will be delisted from the OTC Pink or that a "Stop" or "Yield"

sign will be placed on its trading symbol. Company and its Subsidiaries are unaware of

any facts or circumstances, which might give rise to any of the foregoing.

h. SEC Documents: Financial Statements. Company has timely filed all reports,

schedules, forms, statements and other documents required to be filed by it with the

SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as

amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all

exhibits included therein and financial statements and schedules thereto and documents,

other than exhibits to such documents, incorporated by reference therein, being

hereinafter referred to herein as the “SEC Documents”). Upon written request

Company will deliver to Buyer true and complete copies of the SEC Documents, except

for such exhibits and incorporated documents. As of their respective dates, the SEC

Documents complied in all material respects with the requirements of the 1934 Act and

the rules and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the SEC,

contained any untrue statement of a material fact or omitted to state a material fact

required to be stated therein or necessary in order to make the statements therein, in

light of the circumstances under which they were made, not misleading. None of the

statements made in any such SEC Documents is, or has been, required to be amended

or updated under applicable law (except for such statements as have been amended or

updated in subsequent filings prior the date hereof, or pursuant to pending comments

from the SEC. As of their respective dates, the financial statements of Company

included in the SEC Documents complied as to form in all material respects with

applicable accounting requirements and the published rules and regulations of the SEC

with respect thereto. Such financial statements have been prepared in accordance with

the United States Generally Accepted Accounting Principles ("US GAAP"),

consistently applied, during the periods involved and fairly present in all material

respects the consolidated financial position of Company and its consolidated

Subsidiaries as of the dates thereof and the consolidated results of their operations and

cash flows for the periods then ended (subject, in the case of unaudited statements, to

Company ___________

Buyer ___________

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normal year-end audit adjustments). Except as set forth in the financial statements of

Company included in the SEC Documents, Company has no liabilities, contingent or

otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii)

obligations under contracts and commitments incurred in the ordinary course of

business and not required under US GAAP to be reflected in such financial statements,

which, individually or in the aggregate, are not material to the financial condition or

operating results of Company. Company is subject to the reporting requirements of the

1934 Act.

Absence of Certain Changes. Since June 30, 2014, there has been no material adverse

change and no material adverse development in the assets, liabilities, business,

properties, operations, financial condition, results of operations, prospects or 1934 Act

reporting status of Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or

investigation before or by any court, public board, government agency, self-regulatory

organization or body pending or, to the knowledge of Company or any of its

Subsidiaries, threatened against or affecting Company of any of its Subsidiaries, or

their officers or directors in the their capacity as such, that could have a Material

Adverse Effect. Schedule 3(j) contains a complete list and summary description of any

pending or, to the knowledge of Company threatened proceeding against or affecting

Company or any of its Subsidiaries, without regard to whether it would have a Material

Adverse Effect. Company and its Subsidiaries are unaware of any facts or

circumstances which might give rise to any of the foregoing.

k. Patents, Copyrights, etc. Company and each of its Subsidiaries owns or possesses or in

the process of obtaining ownership of the requisite licenses or rights to use all patents,

patent applications, patent rights, inventions, know-how, trade secrets, trademarks,

trademark applications, service marks, service names, trade names and copyrights

(“Intellectual Property”) necessary to enable it to conduct its business as now

operated (and, as presently contemplated to be operated in the future); there is no claim

or action by any person pertaining to, or proceeding pending, or to Company’s

knowledge threatened, which challenges the right of Company or of a Subsidiary with

respect to any Intellectual Property necessary to enable it to conduct its business as now

operated (and, as presently contemplated to be operated in the future); to the best of

Company’s knowledge, Company’s or its Subsidiaries’ current and intended products,

services and processes do not infringe on any Intellectual Property or other rights held

by any person; and Company is unaware of any facts or circumstances which might

give rise to any of the foregoing. Company and each of its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of their

Intellectual Property.

No Materially Adverse Contracts, Etc. Neither Company nor any of its Subsidiaries is

subject to any charter, corporate or other legal restriction, or any judgment, decree,

order, rule or regulation, which in the judgment of Company’s officers has or is

expected in the future to have a Material Adverse Effect. Neither Company nor any of

Company ___________

Buyer ___________

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its Subsidiaries is a party to any contract or agreement, which in the judgment of

Company’s officers has or is expected to have a Material Adverse Effect.

m. Tax Status. Company and each of its Subsidiaries has made or filed all federal, state

and foreign income and all other tax returns, reports and declarations required by any

jurisdiction to which it is subject (unless and only to the extent that Company and each

of its Subsidiaries has set aside on its books provisions reasonably adequate for the

payment of all unpaid and unreported taxes) and has paid all taxes and other

governmental assessments and charges that are material in amount, shown or

determined to be due on such returns, reports and declarations, except those being

contested in good faith and has set aside on its books provisions reasonably adequate

for the payment of all taxes for periods subsequent to the periods to which such returns,

reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of

Company know of no basis for any such claim. Company has not executed a waiver

with respect to the statute of limitations relating to the assessment or collection of any

foreign, federal, state or local tax. None of Company’s tax returns are presently being

audited by any taxing authority.

n. Certain Transactions. Except for arm’s length transactions pursuant to which Company

or any of its Subsidiaries makes payments in the ordinary course of business upon

terms no less favorable than Company or any of its Subsidiaries could obtain from third

parties and other than the grant of stock options disclosed in Company’s SEC

Documents and on Schedule 3(c), none of the officers, directors, or employees of

Company is presently a party to any transaction with Company or any of its

Subsidiaries (other than for services as employees, officers and directors), including

any contract, agreement or other arrangement providing for the furnishing of services to

or by, providing for rental of real or personal property to or from, or otherwise

requiring payments to or from any officer, director or such employee or, to the

knowledge of Company, any corporation, partnership, trust or other entity in which any

officer, director, or any such employee has a substantial interest or is an officer,

director, trustee or partner.

o. Disclosure. All information relating to or concerning Company or any of its

Subsidiaries set forth in this Agreement and provided to Buyer pursuant to Section 2(d)

hereof and otherwise in connection with the transactions contemplated hereby is true

and correct in all material respects and Company has not omitted to state any material

fact necessary in order to make the statements made herein or therein, in light of the

circumstances under which they were made, not misleading. No event or circumstance

has occurred or exists with respect to Company or any of its Subsidiaries or its or their

business, properties, prospects, operations or financial conditions, which, under

applicable law, rule or regulation, requires public disclosure or announcement by

Company but which has not been so publicly announced or disclosed (assuming for this

purpose that Company’s reports filed under the 1934 Act are being incorporated into an

effective registration statement filed by Company under the 1933 Act).

Company ___________

Buyer ___________

Page 10 of 23

p. Acknowledgment Regarding Buyer’s Purchase of Securities. Company acknowledges

and agrees that Buyer is acting solely in the capacity of arm’s length purchasers with

respect to this Agreement and the transactions contemplated hereby. Company further

acknowledges that Buyer is not acting as a financial advisor or fiduciary of Company

(or in any similar capacity) with respect to this Agreement and the transactions

contemplated hereby and any statement made by Buyer or any of its respective

representatives or agents in connection with this Agreement and the transactions

contemplated hereby is not advice or a recommendation and is merely incidental to

Buyer’s purchase of the Securities. Company further represents to Buyer that

Company’s decision to enter into this Agreement has been based solely on the

independent evaluation of Company and its representatives.

q. No Integrated Offering. Assuming the accuracy of Buyer’s representations and

warranties set forth in Section 2, neither the Company, nor any of its affiliates, nor any

Person acting on its or their behalf has, directly or indirectly, made any offers or sales

of any security or solicited any offers to buy any security, under circumstances that

would cause this offering of the Securities to be integrated with prior offerings by the

Company for purposes of the Securities Act or any applicable shareholder approval

provisions of any Trading Market on which any of the Securities of the Company are

listed or designated.

Permits; Compliance. Company and each of its Subsidiaries is in possession of all

franchises, grants, authorizations, licenses, permits, easements, variances, exemptions,

consents, certificates, approvals and orders necessary to own, lease and operate its

properties and to carry on its business as it is now being conducted (collectively, the

“Company Permits”), and there is no action pending or, to the knowledge of

Company, threatened regarding suspension or cancellation of any of Company Permits.

Neither Company nor any of its Subsidiaries is in conflict with, or in default or

violation of, any of Company Permits, except for any such conflicts, defaults or

violations which, individually or in the aggregate, would not reasonably be expected to

have a Material Adverse Effect. Since June 30, 2014, neither Company nor any of its

Subsidiaries has received any notification with respect to possible conflicts, defaults or

violations of applicable laws, except for notices relating to the possible conflicts,

defaults or violations, which conflicts, defaults or violations would not have a Material

Adverse Effect.

Environmental Matters.

(i) There are, to Company’s knowledge, with respect to Company or any of its

Subsidiaries or any predecessor of Company, no past or present violations of

Environmental Laws (as defined below), releases of any material into the

environment, actions activities, circumstances, conditions, events, incidents, or

contractual obligations which may give rise to any common law environmental

liability or any liability under the Comprehensive Environmental Response,

Compensation and Liability Act of 1980 or similar federal, state, local or foreign

laws and neither Company nor any of its Subsidiaries has received any notice

Company ___________

Buyer ___________

Page 11 of 23

with respect to any of the foregoing, nor is any action pending or, to Company’s

knowledge, threatened in connection with any of the foregoing. The term

“Environmental Laws” means all federal, state, local or foreign laws relating to

pollution or protection of human health or the environment (including, without

limitation, ambient air, surface water, groundwater, land surface or subsurface

strata), including, without limitation, laws relating to emissions, discharges,

releases or threatened releases of chemicals, pollutants contaminants, or toxic or

hazardous substances or waste (collectively, “Hazardous Materials”) into the

environment, or otherwise relating to the manufacture, processing, distribution,

use, treatment, storage, disposal, transport or handling of Hazardous Materials, as

well as all authorizations, codes, decrees, demands or demand letters, injunctions,

judgments, licenses, notices or notice letters, orders, permits, plans or regulations

issued, entered, promulgated or approved thereunder.

(ii) Other than those that are or were stored, used or disposed of in compliance with

applicable law, no Hazardous Materials are contained on or about any real

property currently owned, leased or used by Company or any of its subsidiaries,

and no Hazardous Materials were released on or about any real property

previously owned, leased or used by Company or any of its Subsidiaries during

the period the property was owned, leased or used by Company or any of its

Subsidiaries, except in the normal course of Company’s or any of its Subsidiaries’

business.

(iii) There are no underground storage tanks on or under any real property owned,

leased or used by Company or any of its Subsidiaries that are not in compliance

with applicable law.

Title to Property. Company and its Subsidiaries have good and marketable title in fee

simple to all real property and good and marketable title to all personal property owned

by them which is material to the business of Company and its Subsidiaries, in each case

free and clear of all liens, encumbrances and defects except such as are described in

Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property

and facilities held under lease by Company and its Subsidiaries are held by them under

valid, subsisting and enforceable leases with such exceptions as would not have a

Material Adverse Effect.

Insurance. Company and each of its Subsidiaries are insured by insurers of recognized

financial responsibility against such losses and risks and in such amounts as

management of Company believes to be prudent and customary in the businesses in

which Company and its Subsidiaries are engaged. Neither Company nor any such

Subsidiary has any reason to believe that it will not be able to renew its existing

insurance coverage as and when such coverage expires or to obtain similar coverage

from similar insurers as may be necessary to continue its business at a cost that would

not have a Material Adverse Effect. Upon written request Company will provide to

Buyer true and correct copies of all policies relating to the directors’ and officers’

Company ___________

Buyer ___________

Page 12 of 23

liability coverage, errors and omissions coverage, and commercial general liability

coverage.

Internal Accounting Controls. Company and each of its Subsidiaries maintain a system

of internal accounting controls sufficient, in the judgment of Company’s board of

directors, to provide reasonable assurance that (i) transactions are executed in

accordance with management's general or specific authorizations, (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with

generally accepted accounting principles and to maintain asset accountability, (iii)

access to assets is permitted only in accordance with management's general or specific

authorization and (iv) the recorded accountability for assets is compared with the

existing assets at reasonable intervals and appropriate action is taken with respect to

any differences.

Foreign Corrupt Practices. Neither Company, nor any of its Subsidiaries, nor any

director, officer, agent, employee or other person acting on behalf of Company or any

Subsidiary has, in the course of his actions for, or on behalf of, Company, used any

corporate funds for any unlawful contribution, gift, entertainment or other unlawful

expenses relating to political activity; made any direct or indirect unlawful payment to

any foreign or domestic government official or employee from corporate funds;

violated or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of

1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or

other unlawful payment to any foreign or domestic government official or employee.

Solvency. Company (after giving effect to the transactions contemplated by this

Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount

required to pay its probable liabilities on its existing debts as they become absolute and

matured) and currently Company has no information that would lead it to reasonably

conclude that Company would not, after giving effect to the transaction contemplated

by this Agreement, have the ability to, nor does it intend to take any action that would

impair its ability to, pay its debts from time to time incurred in connection therewith as

such debt mature. Company did not receive a qualified opinion from its auditors with

respect to its most recent fiscal year end and, after giving effect to the transactions

contemplated by this Agreement, does not anticipate or know of any basis upon which

its auditors might issue a qualified opinion in respect of its current fiscal year.

No Investment Company. Company is not, and upon the issuance and sale of Securities

as contemplated by this Agreement, will not be an Investment Company required to be

registered under the Investment Company Act of 1940. Company is not controlled by

an Investment Company.

Breach of Representations and Warranties by Company. If Company breaches any of

the representations or warranties set forth in this Section 3, and in addition to any other

remedies available to Buyer pursuant to this Agreement, it will be considered an Event

of Default under Section 3.4 of the Note.

Company ___________

Buyer ___________

Page 13 of 23

4. Covenants.

a. Best Efforts. The Parties shall use their best efforts to timely satisfy each of the

conditions described in Section 6 and 7 of this Agreement.

b. Use of Proceeds. $70,000 of the proceeds to the Company pursuant to this Agreement

shall be used only as follows: Xxxxx Xxxxxxxx - $10,000; Jr Xxxxxx acctg - $10,000; SEC

Filers - $2,500; Nevada Transfer - $10,000; Xxxxxxxx Trust for SEC - $5,000; State of

Nevada - $3,500; 3 months of operations (including legal, accounting, filing etc.) - $30,000.

c. Right of First Refusal. The Company shall deliver to Buyer, at least seventy two (72)

hours prior to the closing of a Future Offering (as defined herein), written notice describing

the proposed Future Offering, including the terms and conditions thereof and proposed

definitive documentation to be entered into in connection therewith, and providing Buyer an

option during the seventy two (72) hour period following delivery of such notice to purchase

the securities being offered in the Future Offering on the same terms as contemplated by such

Future Offering (the limitations referred to in this sentence and the preceding sentence are

collectively referred to as the “Right Of First Refusal”) (and subject to the exceptions

described below). In the event the terms and conditions of proposed equity financing

(including debt with an equity component) (“Future Offerings”) are amended in any respect

after delivery of the notice to Buyer concerning the proposed Future Offering, Company shall

deliver a new notice to Buyer describing the amended terms and conditions of the proposed

Future Offering and Buyer thereafter shall have an option during the seventy two (72) hour

period following delivery of such new notice to purchase its pro rata share of the securities

being offered on the same terms as contemplated by such proposed Future Offering, as

amended. The foregoing sentence shall apply to successive amendments to the terms and

conditions of any proposed Future Offering. The Right Of First Refusal shall not apply to

any transaction involving (i) issuances of securities in a firm commitment underwritten

public offering (excluding a continuous offering pursuant to rule 415 under the 0000 Xxx) or

(ii) issuances of securities as consideration for a merger, consolidation or purchase of assets,

or in connection with any strategic partnership or joint venture (the primary purpose of which

is not to raise equity capital), or in connection with the disposition or acquisition of a

business, product or license by Company. The Right of First Refusal also shall not apply to

the issuance of securities upon exercise or conversion of Company’s options, warrants or

other convertible securities outstanding as of the date hereof or to the grant of additional

options or warrants, or the issuance of additional securities, under any Company stock option

or restricted stock plan approved by the shareholders of Company.

d. Financial Information. Upon written request by Buyer, Company agrees to send or make

available by facsimile (with receipt confirmation by recipient) or email the following reports

to Buyer until Buyer transfers, assigns, or sells all of the Securities; (i) within ten (10) days

after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly reports

on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release,

copies of all press releases issued by Company or any of its Subsidiaries; and (iii)

contemporaneously with the making available or giving to the shareholders of Company,

Company ___________

Buyer ___________

Page 14 of 23

copies of any notices or other information Company makes available or gives to such

shareholders.

e. Listing. Company shall promptly secure the listing of the Conversion Shares on each

national securities exchange or automated quotation system, if any, on which shares of

Common Stock are then listed and, so long as Buyer owns any of the Securities, shall

maintain such listing of all Conversion Shares from time to time issuable upon conversion of

the Note. Company will obtain and, so long as Buyer owns any of the Securities, maintain

the listing and trading of its Common Stock on the OTCBB, OTCQB, OTCQX or the OTC

Pink (provided that if it is listed on the OTC Pink it must maintain its SEC current reporting

status), the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT

f/k/a the American Stock Exchange (collectively, the "Trading Markets" and each, a

"Trading Market") and will comply in all respects with Company’s reporting, filing and

other obligations under the bylaws or rules of the Financial Industry Regulatory Authority

(“FINRA”) and such Trading Markets, as applicable. Company shall promptly provide to

Buyer copies of any notices it receives from the OTC Pink and any other Trading Markets or

quotation systems on which the Common Stock is then listed regarding the continued

eligibility of the Common Stock for listing on such Trading Markets and quotation systems.

f. Corporate Existence. So long as Buyer beneficially owns any Note, Company shall

maintain its corporate existence and shall not sell all or substantially all of Company’s assets,

except in the event of a merger or consolidation or sale of all or substantially all of

Company's assets, where the surviving or successor entity in such transaction (i) assumes

Company’s obligations hereunder and under the agreements and instruments entered into in

connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed

for trading on a Trading Market.

g. No Integration. The Company shall not sell, offer for sale or solicit offers to buy or

otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act)

that would be integrated with the offer or sale of the Securities in a manner that would

require the registration under the Securities Act of the sale of the Securities to the Buyer or

that would be integrated with the offer or sale of the Securities for purposes of the rules and

regulations of any Trading Market such that it would require shareholder approval prior to

the closing of such other transaction unless shareholder approval is obtained before the

closing of such subsequent transaction.

h. Breach of Covenants. If Company breaches any of the covenants set forth in this Section

4, and in addition to any other remedies available to Buyer pursuant to this Agreement, it will

be considered an event of default under Section 3.4 of the Note.

i. Failure to Comply with the 1934 Act. So long as Buyer beneficially owns the Note,

Company shall comply with the reporting requirements of the 1934 Act; and Company shall

continue to be subject to the reporting requirements of the 1934 Act.

Company ___________

Buyer ___________

Page 15 of 23

j. Trading Activities. Neither Buyer nor its affiliates has an open short position in the

common stock of Company and Buyer agrees that it shall not, and that it will cause its

affiliates not to, engage in any short sales with respect to the common stock of Company.

5. Transfer Agent Instructions. Company shall issue irrevocable instructions to its transfer

agent to issue certificates, registered in the name of Buyer or its nominee, for the Conversion

Shares in such amounts as specified from time to time by Buyer to Company upon

conversion of the Note in accordance with the terms set forth in Exhibit B (the “Irrevocable

Transfer Agent Instructions”). In the event that the Borrower proposes to replace its

transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a

fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably

reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer

agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the

1933 Act or the date on which the Conversion Shares may be sold without any restriction

pursuant to Rule 144 or any available exemption under the 1933 Act, all such certificates

shall bear the restrictive legend specified in Section 2(g) of this Agreement. Company

warrants that; (i) no instruction other than the Irrevocable Transfer Agent Instructions

referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof

(in the case of the Conversion Shares, prior to registration of Conversion Shares under the

1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 or

any available exemption under the 1933 Act, without any restriction), will be given by

Company to its transfer agent and that the Securities shall otherwise be freely transferable on

the books and records of Company as and to the extent provided in this Agreement and the

Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its

transfer agent in transferring (or issuing), electronically or in certificated form, any certificate

for Conversion Shares to be issued to Buyer upon conversion of or otherwise pursuant to the

Note as and when required by the Note and this Agreement; and (iii) it will not fail to

remove, or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer

agent from removing, any restrictive legend, or to withdraw any stop transfer instructions in

respect thereof, on any certificate for any Conversion Shares issued to Buyer upon

conversion of or otherwise pursuant to the Note as and when required by the Note and this

Agreement. Nothing in this Section shall affect in any way Buyer’s obligations and

agreement set forth in Section 2(g) hereof. If Buyer provides Company, at the cost of Buyer,

with (i) an opinion of counsel in form, substance and scope customary for opinions in

comparable transactions, to the effect that a public sale or transfer of such Securities may be

made without registration under the 1933 Act pursuant to Rule 144 or any available

exemption under the 1933 Act, Company shall permit the transfer, and, in the case of the

Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free

from restrictive legend, in such name and in such denominations as specified by Buyer.

Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.

Accordingly, Company acknowledges that the remedy at law for a breach of its obligations

under this Section 5 may be inadequate and agrees, in the event of a breach or threatened

breach by Company of the provisions of this Section, that Buyer shall be entitled, in addition

to all other available remedies, to an injunction restraining any breach and requiring

Company ___________

Buyer ___________

Page 16 of 23

immediate transfer, without the necessity of showing economic loss and without any bond or

other security being required.

6. Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue

and sell the Note to Buyer at the Closing is subject to the satisfaction, at or before the

Closing Date of each of the following conditions thereto:

a. Buyer shall have executed this Agreement and delivered the same to Company.

b. Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of Buyer shall be true and correct in all material

respects as of the date when made and as of the Closing Date as though made at that time

(except for representations and warranties that speak as of a specific date), and Buyer

shall have performed, satisfied and complied in all material respects with the covenants,

agreements and conditions required by this Agreement to be performed, satisfied or

complied with by Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall

have been enacted, entered, promulgated or endorsed by or in any court or governmental

authority or competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the

transactions contemplated by this Agreement.

7. Conditions to Buyer’s Obligation to Purchase. The obligation of Buyer hereunder to

purchase the Note at the Closing is subject to the satisfaction, at or before the Closing date of

each of the following conditions:

a. Company shall have executed this Agreement and delivered the same to Buyer.

b. Company shall have delivered to Buyer the duly executed Note in accordance with

Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the

Buyer, shall have been delivered to and acknowledged in writing by Company’s Transfer

Agent.

d. The representations and warranties of Company shall be true and correct in all material

respects as of the date when made and as of the Closing Date as though made at such

time (except for representations and warranties that speak as of a specific date) and

Company shall have performed, satisfied and complied in all material respects with the

covenants, agreements and conditions required by this Agreement to be performed,

satisfied or complied with by Company at or prior to the Closing Date. Buyer shall have

received a certificate or certificates, executed by the chief executive officer of Company,

dated as of the Closing Date, to the foregoing effect and as to such other matters as may

be reasonably requested by Buyer including, but not limited to certificates with respect to

Company ___________

Buyer ___________

Page 17 of 23

Company’s Certificate of Incorporation, By-law’s and Board of Directors’ resolutions

relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall

have been enacted, entered, promulgated or endorsed by or in any court or governmental

authority or competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the

transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material

Adverse Effect on Company including but not limited to a change in the 1934 Act

reporting status of Company or the failure of Company to be timely in its 1934 Act

reporting obligations.

g. Trading in the Company's Common Stock shall not have been suspended by the SEC and

a "Stop" sign shall not have been placed on the Company's trading symbol by OTC

Markets.

h. Par value of Company's Common Stock shall have been set at $0.00001.

i. Buyer shall have received an officer’s certificate described in Section 3(c) above, dated

as of the Closing Date.

8. Governing Law; Indemnity; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with

the laws of the State of Illinois without regard to principles of conflicts of laws. Any

action brought by either party against the other concerning the transactions contemplated

by this Agreement shall be brought only in the state courts of Illinois or in the federal

courts located in the state and county of Xxxx. The Parties to this Agreement hereby

irrevocably waive any objection to jurisdiction and venue of any action instituted

hereunder and shall not assert any defense based on lack of jurisdiction or venue or based

upon forum non conveniens. Company and Buyer waive trial by jury. The prevailing

party shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. In the event that any provision of this Agreement or any other agreement delivered

in connection herewith is invalid or unenforceable under any applicable statute or rule of

law, then such provision shall be deemed inoperative to the extent that it may conflict

therewith and shall be deemed modified to conform with such statute or rule of law. Any

such provision which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision of any agreement. Each party hereby

irrevocably waives personal service of process and consents to process being serviced in

any suit, action or proceeding in connection with this Agreement or any other Transaction

Document by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to such party at the address in effect for notices to it under

this Agreement and agrees that such service shall constitute good and sufficient service of

Company ___________

Buyer ___________

Page 18 of 23

process and notice thereof. Nothing contained herein shall be deemed to limit in any way

any right to serve process in any other manner permitted by law.

b. Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original but all of which shall constitute one and the same

agreement and shall become effective when counterparts have been signed by each party

and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and

shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or

unenforceable under any applicable statute or rule of law, then such provision shall be

deemed inoperative to the extent that it may conflict therewith and shall be deemed

modified to conform with such statute or rule of law. Any provision hereof which may

prove invalid or unenforceable under any law shall not affect the validity or

enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein

contain the entire understanding of the Parties with respect to the matters covered herein

and therein and, except as specifically set forth herein or therein, neither Company nor

Buyer makes any representation, warranty, covenant or undertaking with respect to such

matters. No provision of this Agreement may be waived or amended other than by an

instrument in writing signed by the majority in interest of Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications

required or permitted hereunder shall be in writing and, unless otherwise specified herein,

shall be (i) personally served, (ii) deposited in the mail, registered or certified, return

receipt requested, postage prepaid, (iii) delivered by reputable air courier service with

charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as

set forth below or to such other address as such party shall have specified most recently

by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with

accurate confirmation generated by the transmitting facsimile machine, at the address or

number designated below (if delivered on a business day during normal business hours

where such notice is to be received), or the first business day following such delivery (if

delivered other than on a business day during normal business hours where such notice is

to be received) or (b) on the second business day following the date of mailing by express

courier service, fully prepaid, addressed to such address, or upon actual receipt of such

mailing, whichever shall first occur. The addresses for such communications shall be:

If to Company:

MineralRite Corporation

00 Xxxxx Xxxxxx Xxxx

Xxxxxx, Xxxx 00000

Company ___________

Buyer ___________

Page 19 of 23

Phone: 000-000-0000

Email: xxxx@xxxxxxxxxxx.xxx

If to Buyer:

River North Equity, Inc.

000 X. Xxxxxxx Xx., Xxxx 0000

Xxxxxxx, XX 00000

Phone: (000) 000-0000

Email: Xxxxxx@xxxxxxxxxxxxxxxx.xxx

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit

of the Parties and their successors and assigns. Neither Company nor Buyer shall assign

this Agreement or any rights or obligations hereunder without the prior written consent of

the other. Notwithstanding the foregoing, subject to Section 2(f), Buyer may assign its

rights hereunder to any person that purchases Securities in a private transaction from

Buyer or to any of its affiliates as that term is defined under the 1934 Act, without the

consent of Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties

hereto and their respective permitted successors and assigns, and is not for the benefit of,

nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of Company and the agreements and

covenants set forth in this Agreement shall survive the closing hereunder notwithstanding

any due diligence investigation conducted by or on behalf of Buyer.

j. Indemnity. Company agrees to indemnify and hold harmless Buyer and all their officers,

directors, employees and agents for loss or damage arising as a result of or related to any

breach or alleged breach by Company of any of its representations, warranties and

covenants set forth in this Agreement or any of its covenants and obligations under this

Agreement, including advancement of expenses as they are incurred.

k. Publicity. Company, and Buyer shall have the right to review a reasonable period of time

before issuance of any press releases, SEC, OTC Markets or FINRA filings, or any other

public statements with respect to the transactions contemplated hereby; provided,

however, that Company shall be entitled, without the prior approval of Buyer, to make

any press release or SEC, OTC Markets or FINRA filings with respect to such

transactions as is required by applicable law and regulations (although Buyer shall be

consulted by Company in connection with any such press release prior to its release and

shall be provided with a copy thereof and be given an opportunity to comment thereon).

Company ___________

Buyer ___________

Page 20 of 23

l. Further Assurances. Each party shall do and perform, or cause to be done and performed,

all such further acts and things, and shall execute and deliver all such other agreements,

certificates, instruments and documents, as the other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the

consummation of the transactions contemplated hereby.

m. No Strict Construction. The language used in this Agreement will be deemed to be the

language chosen by the Parties to express their mutual intent, and no rules of strict

construction will be applied against any party.

n. Remedies. Company acknowledges that a breach by it of its obligations hereunder will

cause irreparable harm to Buyer by vitiating the intent and purpose of the transaction

contemplated hereby. Accordingly, Company acknowledges that the remedy at law for a

breach of its obligations under this Agreement will be inadequate and agrees, in the event

of a breach or threatened breach by Company of the provisions of this Agreement, that

Buyer shall be entitled, in addition to all other available remedies at law or in equity, and

in addition to the penalties assessable herein, to an injunction or injunctions restraining,

preventing or curing any breach of this Agreement and to enforce specifically the terms

and provisions hereof, without the necessity of showing economic loss and without any

bond or other security being required.

[REMAINDER OF DOCUMENT INTENTIONALLY LEFT BLANK]

Company ___________

Buyer ___________

Page 21 of 23

IN WITNESS WHEREOF, the undersigned Buyer and Company have caused this Agreement to

be duly executed as of the date first above written.

SIGNED by: Xxxxxx X. Xxxxxxx

Signature: ______________________

for and on behalf of:

RIVER NORTH EQUITY, INC.

Principal Amount of Note:

$77,778.00

SIGNED by: ____________________

Signature: ______________________

for and on behalf of:

MINERALRITE CORPORATION

Company ___________

Buyer ___________

Page 22 of 23

EXHIBIT B: IRREVOCABLE INSTRUCTIONS

Nevada Agency & Transfer Company

00 X. Xxxxxxx Xx., Xxxxx 000

Xxxx, XX 00000

000-000-0000

xxxx@xxxxx.xxx

RE: IRREVOCABLE INSTRUCTIONS

MineralRite Corporation

To whom it may concern:

River North Equity, Inc. (the “Holder”) is the holder of a $77,778 Convertible Note (the

“Note”) and ________ shares of common stock issued by MineralRite Corporation (the

“Company”).

Nevada Agency & Trust Company (the “Transfer Agent” or “you”) is hereby

irrevocably authorized and directed to issue the shares of Common Stock (the “Shares”)

of the Company within three (3) business days upon your receipt from the Holder of a

notice of conversion ("Conversion Notice") executed by the Holder, as well as an opinion

of counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, according to which the Shares are not “restricted securities” pursuant to rule

144 under the Securities Act of 1933, as amended (the "Act"), any other available

exemption under the Act, or an effective registration with the SEC.

A copy of the Note is attached hereto. The Shares to be issued are to be registered in the

name of the registered holder of the securities submitted for conversion or exercise.

So long as you have previously received a Conversion notice and a confirmation from the

Company’s or Holder’s counsel that the Shares have been registered under the 1933 Act

or otherwise may be sold without any restriction, including pursuant to Rule 144, and the

number of Shares to be issued in any one conversion are less than 9.99% of the total

issued and outstanding common stock of the Company, such Shares should be transferred

via DWAC or, if DWAC is unavailable, via unrestricted certificate(s) issued to the

Holder, pursuant to the instructions provided by the Holder on the Conversion Notice or

as otherwise instructed by the Holder.

You are instructed to reserve for issuance to the Holder a minimum of

____________________________ shares of common stock of the Company, as may be

increased upon advice from the Company (the “Share Reserve”). The Share Reserve

shall neither act to increase the number of Shares to be issued pursuant to the Note nor

shall the Share Reserve articulated herein create or be deemed to be a cap on the number

of Shares to be issued to the Holder. All such shares shall remain in reserve with the

Transfer Agent until the Holder provides the Transfer Agent instructions that the shares

or any part of them shall be taken out of reserve and shall no longer be subject to the

terms of these instructions. Until such time as the Holder issues any such instruction, and

subject to the ownership percentage limitation in the preceding paragraph, the Holder

Company ___________

Buyer ___________

Page 23 of 23

shall have no beneficial interest in the Shares so reserved and no rights attendant to

ownership, including, but not limited to, the right to vote, sell or hypothecate the reserved

shares.

The Company shall indemnify you and your officers, directors, principals, partners,

agents and representatives, and hold each of them harmless from and against any and all

loss, liability, damage, claim or expense (including the reasonable fees and disbursements

of its attorneys) incurred by or asserted against you or any of them arising out of or in

connection with the instructions set forth herein, the performance of your duties

hereunder and otherwise in respect hereof, including the costs and expenses of defending

yourself or themselves against any claim or liability hereunder, except that the Company

shall not be liable hereunder as to matters in respect of which it is determined that you

have acted with gross negligence or in bad faith. Transfer Agent shall have no liability to

the Company in respect to any action taken or any failure to act in respect of this if such

action was taken or omitted to be taken in good faith, and you shall be entitled to rely in

this regard on the advice of counsel.

The Company hereby requests that the Transfer Agent act immediately, without delay

and without the need for any action or confirmation by the Company with respect to the

issuance of Common Stock pursuant to any Conversion Notices received from the

Holder. Transfer Agent will not delay in processing a duly valid Conversion Notice from

the Holder.

The Company agrees that in the event that the Transfer Agent resigns as the Company’s

transfer agent, the Company shall engage a suitable replacement transfer agent that will

agree to serve as transfer agent for the Company and be bound by the terms and

conditions of these Irrevocable Instructions within five (5) business days, and that the

obligations, indemnifications and representations contained in these irrevocable

instructions will assign to each and every replacement transfer agent, without any further

action by the Company.

The Holder is intended to be and is a third-party beneficiaries hereof, and no amendment

or modification to the instructions set forth herein may be made without the consent of

the Holder.

SIGNED by: ____________________

Accepted and Agreed

Siganture: _____________________

By: ___________________

for and on behalf of:

Signature: _________________

MineralRite Corporation

Nevada Agency & Transfer

Company

Company ___________

Buyer ___________

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Table of Contents

CONVERTIBLE NOTE PURCHASE AGREEMENT

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