0001001277-07-000200 Sample Contracts

PRODUCTION PAYMENT PURCHASE AGREEMENT AND ASSIGNMENT
Production Payment Purchase Agreement • June 19th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California

THIS PRODUCTION PAYMENT PURCHASE AGREEMENT AND ASSIGNMENT (“Agreement”) is made as of the 12th day of June, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and Crestview Capital Master, LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 19th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of June, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and Crestview Capital Master, L.L.C., a Delaware limited liability company (“Crestview”).

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