0001144204-10-054786 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2010 • Comstock Mining Inc. • Gold and silver ores

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2010, between Comstock Mining Inc., a Nevada corporation (the “Company”), and each of the Persons who are signatories hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 21st, 2010 • Comstock Mining Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2010, between Comstock Mining Inc., a Nevada corporation (the “Company”), and each Purchaser identified on Schedule A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

NORTHERN COMSTOCK LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • October 21st, 2010 • Comstock Mining Inc. • Gold and silver ores • Nevada

WHEREAS, the undersigned have caused a Certificate of Formation to be filed with the Secretary of State of the State of Nevada for the purpose of forming a limited liability company under Chapter 86 of the Nevada Revised Statutes Act and such Certificate of Formation has become effective; and

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