0001493152-15-002527 Sample Contracts

FORM OF SUBSCRIPTION AGREEMENT FOR OFFERING OF UNITS
Subscription Agreement • June 17th, 2015 • Star Mountain Resources, Inc. • Metal mining • Nevada

The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise additional working capital of up to US$1,000,000 through the sale to accredited investors only of up to 1,000 units of the Company’s securities at One Thousand Dollars ($1,000.00) per unit; with a minimum offering amount of US$500,000 (500 Units). Each Unit (as defined below) is comprised of Two Thousand (2,000) shares of common stock of the Company (the “Common Stock”), together with One (1) callable common stock purchase warrant entitling the bearer thereof to purchase Two Thousand (2,000) shares of common stock of the Company at One Dollar (US$1.00) per share for a period of three (3) years from the date of acquisition thereof, unless earlier called by the Company in the even

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • June 17th, 2015 • Star Mountain Resources, Inc. • Metal mining

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made effective as of June ___, 2015 by and between STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), and ________________ (the “Subscriber”). The Company and Subscriber may collectively be referred to as the “Parties”.

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