0001176256-09-000170 Sample Contracts

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription Agreement • February 24th, 2009 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

This amended and restated subscription agreement is to confirm the agreement between the Subscriber (as hereinafter defined) and Minera Andes Inc. (the “Corporation”), subject to the terms and conditions set forth herein, whereby the Subscriber will subscribe for (i) 18,299,970 Common Shares from treasury of the Corporation (the “First Tranche Purchased Common Shares”) at the price of $1.00 per Purchased Common Share (the “Purchase Price”), and (ii) in the event the Bank Facility Assumption (as defined below) has not been completed on or prior to 5:00 p.m. (Toronto time) on Wednesday, February 25, 2009, an additional 21,700,030 Common Shares from treasury of the Corporation (the “Second Tranche Purchased Common Shares”, and together with the First Tranche Purchased Common Shares, the “Purchased Common Shares”) at the Purchase Price.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 24th, 2009 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

This subscription agreement is to confirm the agreement between the Subscriber (as hereinafter defined) and Minera Andes Inc. (the “Corporation”), subject to the terms and conditions set forth herein, whereby the Subscriber will subscribe for 121,212,121 Common Shares from treasury of the Corporation (the “Purchased Common Shares”) at the price of $0.33 per Purchased Common Share (the “Purchase Price”).

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