0000950123-09-073431 Sample Contracts

MEXORO MINERALS LTD. CANCELLATION OF DEBT AND RELEASE AGREEMENT
Cancellation of Debt and Release Agreement • December 24th, 2009 • Mexoro Minerals LTD • Gold and silver ores • California

This CANCELLATION OF DEBT AND RELEASE AGREEMENT (this “Agreement”) is made as of the 23rd day of December 2009, by and between Mexoro Minerals Ltd., an entity organized under the laws of Mexico (the “Company”), Minera Rio Tinto, S.A. de C.V. (“MRT”) and Mario Ayub (“Mr. Ayub” and along with MRT, the “Releasing Parties”).

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MEXORO MINERALS LTD. AMENDMENT NO. 1 TO THE DEVELOPMENT AGREEMENT
Development Agreement • December 24th, 2009 • Mexoro Minerals LTD • Gold and silver ores • California

This Amendment No. 1 to the Development Agreement (this “Amendment”) is made and entered into as of December 23, 2009, by and among Mexoro Minerals Ltd., a Colorado corporation (“Mexoro”), Sunburst Mining de Mexico S.A. de C.V., an entity organized under the laws of the United Mexican States (“Sunburst”), Minera Rio Tinto, S.A. de C.V., an entity organized under the laws of the United Mexican States (“MRT”) and Marje Minerals S.A., an entity organized under the laws of the United Mexican States (“Marje Minerals”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Development Agreement, dated February 6, 2009, by and among the Company, Sunburst and MRT (the “Development Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 24th, 2009 • Mexoro Minerals LTD • Gold and silver ores • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2009 by and between Mexoro Minerals Ltd., an entity organized under the laws of Mexico (the “Company”), and Mario Ayub (“Purchaser”).

MEXORO MINERALS, INC. ACKNOWLEDGEMENT AND AGREEMENT
Acknowledgement and Agreement • December 24th, 2009 • Mexoro Minerals LTD • Gold and silver ores

This Acknowledgement and Agreement, dated December 23, 2009 (this “Agreement”), is entered into by and among Mexoro Minerals, Ltd., a Colorado corporation (the “Company”), Marje Minerals SA, an entity organized under the laws of the United Mexican States (“Marje Minerals”) and the undersigned investors listed on the signature page hereto (each an “Investor,” and collectively, the “Investors”).

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