0001144204-14-051803 Sample Contracts

Contract
Brazil Minerals, Inc. • August 21st, 2014 • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BRAZIL MINERALS, INC. Expires June 30, 2017
Brazil Minerals, Inc. • August 21st, 2014 • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Warrant has been issued to the Holder as an inducement to the Holder for the purchase of the Convertible Debenture dated as of June 27, 2014 between the Holder and the Issuer (the “Purchase Agreement”).

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