0001052918-05-000585 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 30th, 2005 • Little Squaw Gold Mining Co • Metal mining • Washington
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PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • December 30th, 2005 • Little Squaw Gold Mining Co • Metal mining • Washington

This Placement Agent Agreement (“Agreement”) is entered into this 23rd day of September, 2005, by and between LITTLE SQUAW GOLD MINING COMPANY, an Alaska corporation (the “Company”) and STRATA PARTNERS, LLC, a Washington limited liability company (the “Agent”). The Company desires to engage the Agent to provide consulting and other services in connection with a proposed financing transaction. The Agent will serve as lead agent on a best efforts basis in connection with the financing transaction on general terms and conditions to be determined. The purpose of this Agreement is to set forth the terms and conditions of the agency relationship between the Company and the Agent.

INVESTOR SUBSCRIPTION AGREEMENT Little Squaw Gold Mining Co.
Investor Subscription Agreement • December 30th, 2005 • Little Squaw Gold Mining Co • Metal mining

Persons interested in purchasing Units offered by Little Squaw Gold Mining Company (the "Company") must complete and return this Subscription Agreement, along with the check for the purchase price, to: Little Squaw Gold Mining Co., 3412 S. Lincoln Dr., Spokane, WA 99203-1650. If your Subscription Agreement is accepted by the Company, a copy of this Agreement will be returned to you as your receipt and a share certificate and common stock purchase warrant will be issued to you shortly thereafter. If the Subscription Agreement is not accepted, then the payment will be returned to you. The Units also are referred to as Securities in this Subscription Agreement. Each Unit consists of one share of Common Stock and one Common Stock Purchase Warrant (the "Warrant" or "Warrants") for the purchase of one additional share of Common Stock over a three year period. The initial warrant exercise price is $0.30 per share for the period of one year from the date of issue, increasing to $0.35 per share

THIS WARRANT MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT AS DESCRIBED IN SECTION 8
Warrant Agreement • December 30th, 2005 • Little Squaw Gold Mining Co • Metal mining • Alaska

THIS CERTIFIES THAT, FOR VALUE RECEIVED, _____________________, (the "Holder"), is entitled to purchase from Little Squaw Gold Mining Company, an Alaska corporation (the "Company"), subject to the terms and conditions set forth in this Warrant, up to ______ fully paid and nonassessable shares of common stock, $0.10 par value per share (the "Common Stock"), of the Company, at any time commencing on the Closing Date as herein defined and expiring on ____________, 2008 (the "Expiration Date"). The initial purchase price is $0.30 per share for the period of one year from the date of issue, and to $0.35 per share for the period of the second year from the date of issue, and at $0.40 per share for the period of the third year from the date of issue (the "Purchase Price").

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