0001214659-13-000950 Sample Contracts

FIRST AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2013 • Titan Iron Ore Corp. • Services-prepackaged software • California

This First Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2013 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.

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2013 • Titan Iron Ore Corp. • Services-prepackaged software

This First Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of January 9, 2013 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 Amendment and not otherwise defined shall have the meanings ascribed to them in the Original Agreement (as defined below).

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 21st, 2013 • Titan Iron Ore Corp. • Services-prepackaged software

This First Amended Registration Rights Agreement (this “Agreement”) is made and entered into as of February 19, 2013, among Titan Iron Ore Corp., a Nevada corporation (the “Company”) and the purchaser signatory hereto (“the “Purchaser”).

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