0001214659-12-004599 Sample Contracts

COMMON STOCK PURCHASE WARRANT TITAN IRON ORE CORP.
Titan Iron Ore Corp. • October 19th, 2012 • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the third (3rd) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Titan Iron Ore Corp., a Nevada corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 19th, 2012 • Titan Iron Ore Corp. • Services-prepackaged software • California

This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2012 between Titan Iron Ore Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 19th, 2012 • Titan Iron Ore Corp. • Services-prepackaged software • California

This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2012 by and between Titan Iron Ore Corp., a Nevada corporation (the “Company”) and Ascendiant Capital Partners, LLC, a Nevada limited liability company (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2012 • Titan Iron Ore Corp. • Services-prepackaged software

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

PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • October 19th, 2012 • Titan Iron Ore Corp. • Services-prepackaged software • Nevada

This Agreement dated October 18, 2012 is made by and between TITAN IRON ORE CORP., a Nevada company having an address at 3040 North Campbell Ave. Suite 110 (the “Company”) and (“the Investors”).

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