0001511164-16-000636 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 1st, 2016 • XLI Technologies, Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2016, between XLI Technologies Inc. (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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8% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 14, 2016
Convertible Security Agreement • February 1st, 2016 • XLI Technologies, Inc. • Gold and silver ores • New York

THIS 8% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Convertible Promissory Notes of XLI Technologies Inc. (the “Company”), having its principal place of business at 6795 Edmond Street, 3rd Floor, Las Vegas, NV 89118, designated as its 8% Convertible Notes due October 14, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2016 • XLI Technologies, Inc. • Gold and silver ores

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

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