0001144204-05-021903 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2005 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 13, 2005, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 19th, 2005 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois
TERMINATION AGREEMENT
Termination Agreement • July 19th, 2005 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

TERMINATION AGREEMENT (the “Agreement”), dated as of July 12, 2005, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).

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