0000912282-12-000949 Sample Contracts

UNDERWRITING AGREEMENT between TIMBERLINE RESOURCES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • December 21st, 2012 • Timberline Resources Corp • Gold and silver ores • New York

The undersigned, Timberline Resources, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Timberline Resources, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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Aegis Capital Corp.
Underwriting Agreement • December 21st, 2012 • Timberline Resources Corp • Gold and silver ores
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