0001062993-07-004290 Sample Contracts

SANTA FE GOLD CORPORATION WARRANT
Warrant Agreement • November 1st, 2007 • Santa Fe Gold CORP • Metal mining • Delaware

Santa Fe Gold Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.002 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.25 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (“Warrant”) is one of a series of similar Warrants issued pursuant to those certain Subscription Agreements by and among the Company and the Purchasers identified therein (the “Subscription Agreement”) relating to the sale by the Comp

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2007 • Santa Fe Gold CORP • Metal mining • Delaware

THIS AGREEMENT (this "Agreement"), dated as of this ____ day of October, 2007, is entered into by and among Santa Fe Gold Corporation, a Delaware corporation (the “Company”) and each of the purchasers identified on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

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