0001096906-08-002198 Sample Contracts

AmeriResource Technologies, Inc. Las Vegas, NV 89120
Ameriresource Technologies Inc • December 12th, 2008 • Services-business services, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES FINANCING AGREEMENT DATED AS OF DECEMBER 1, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2008, and among AmeriResource Technologies, Inc., a Delaware corporation with its headquarters located at 3440 E. Russell Road, Suite 217, Las Vegas, NV 89120 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of December 1, 2008, by and among AmeriResource Technologies, Inc., a Delaware corporation (“Parent”), RoboServer Systems Corp, BizAuctions, Inc., AuctionWagon, West Texas Real Estate and Resources, Inc., Self-Serve Technologies, Inc., Net2Auction Corporation, Business Auctions, Inc., and BizAuctions, Corp (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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DEBT ASSUMPTION, SETTLEMENT AGREEMENT
Debt Assumption, Settlement Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • Nevada

This Agreement and General Release is made and entered into between AMERIRESOURCE TECHNOLOGIES, INC. (ARIO), MIDNIGHT HOLDINGS GROUP, INC. (MHGI) and AJW PARTNERS (AJW). The above-named parties are referred to collectively hereinafter as the Parties.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 1, 2008, by and among AmeriResource Technologies, Inc., a Delaware corporation, with headquarters located at 3440 E. Russell Road, Suite 217, Las Vegas, NV 89120 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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SUBSIDIARY GUARANTY
Subsidiary Guaranty • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of December 1, 2008, among AmeriResource Technologies, Inc., a Delaware corporation (the “Company”), RoboServer Systems Corp, BizAuctions, Inc., ARRT Receivables, Inc.; AuctionWagon, West Texas Real Estate and Resources, Inc., Self-Serve Technologies, Inc., Net2Auction Corporation, Business Auctions, Inc., and BizAuctions, Corp (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

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AmeriResource Technologies, Inc. December 1, 2008
Securities Purchase Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec
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SECURITY AGREEMENT
Security Agreement • December 12th, 2008 • Ameriresource Technologies Inc • Services-business services, nec • New York

SECURITY AGREEMENT (this “Agreement”), dated as of December 1, 2008, by and among AmeriResource Technologies, Inc., a Delaware corporation (“Parent”), RoboServer Systems Corp, BizAuctions, Inc., ARRT Receivables, Inc.; AuctionWagon, West Texas Real Estate and Resources, Inc., Self-Serve Technologies, Inc., Net2Auction Corporation, Business Auctions, Inc., and BizAuctions, Corp. (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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