0000008328-09-000002 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 7th, 2009 • Atlas Mining Co • Gold and silver ores • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of December 30, 2008 by and among Atlas Mining Company, an Idaho corporation (the “Company”), and the holders of 10% PIK-Election Convertible Notes due 2018 (the “Notes,” which term shall include any PIK Notes) forth on Exhibit A hereto (each an “Investor” and collectively the “Investors”).

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MANAGEMENT AGREEMENT
Management Agreement • January 7th, 2009 • Atlas Mining Co • Gold and silver ores • New York

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of December 30, 2008, is by and between Material Advisors LLC (“Manager”) and Atlas Mining Co. (the “Company”).

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