0001144204-10-030436 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2010 • Atwood Minerals & Mining CORP. • Metal mining

This Agreement is made pursuant to those certain Unit Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • May 26th, 2010 • Atwood Minerals & Mining CORP. • Metal mining • California

This is a Unit Purchase Agreement (this “Agreement”), dated as of May 20, 2010, by and among Atwood Minerals & Mining Corp, a Nevada corporation (the “Company”), and certain other persons (each such person, a “Purchaser” and collectively, the “Purchasers”) listed on Exhibit A attached hereto, as Exhibit A may be amended from time to time (as defined in Section 2 below).

Contract
Atwood Minerals & Mining CORP. • May 26th, 2010 • Metal mining • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SECURITIES 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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