Key Mining Corp. Sample Contracts

REPRESENTATIVE’S PURCHASE WARRANT Key Mining Corp.
Key Mining Corp. • January 26th, 2024 • Metal mining • New York

This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (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 date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20293 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Key Mining Corp., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, 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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UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 2024 • Key Mining Corp. • Metal mining • New York

The undersigned, Key Mining Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Key Mining Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Titan Partners Group LLC, a division of American Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

This Nonqualified Stock Option Agreement (this “Option Agreement”) is entered into as of September 13, 2021 by and between KEY METALS CORP., a Delaware corporation (the “Company”), and ENRIQUE CORREA (“Holder”).

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KEY MINING CORP. EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered by and between Key Mining Corp., a Delaware corporation (hereinafter, the “Company”), and Patrick McGrath, an individual residing in Nova Scotia, Canada (hereinafter, “Executive”), effective as of________________ , 2023 (the “Effective Date”).

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WARRANT TO PURCHASE SHARES OF COMMON STOCK of KEY METALS CORP. (A Delaware corporation) Dated as of __________ Void and Not Exercisable after the “Expiration Date” set forth in Section 2(a) hereof
Key Mining Corp. • November 14th, 2023 • Metal mining • New York

This is to certify that, for good and valuable consideration, the receipt of which is hereby acknowledged, the holder named below:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 11th, 2024 • Key Mining Corp. • Metal mining • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of ___, 2024 between Key Mining Corp., a Delaware corporation (the “Company”), and ____ (“Indemnitee”).

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE KEY MINING CORP. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN
Restricted Stock Unit Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Key Mining Corp., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Key Mining Corp. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining

KEY METALS CORP., a company subsisting under the laws of the state of Delaware, United States, having an office at 240 Crandon Blvd., Key Biscayne, FL 33149.

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Mining Claim Lease
Mining Claim Lease • November 14th, 2023 • Key Mining Corp. • Metal mining

THIS MINING LEASE, effective as of the 1st day of August 2022 (the “Effective Date"), between Lightning Creek Resources Corp., an Idaho corporation, the “Lessor”, and KM Holdings USA, Inc., a Colorado corporation, the “Lessee”.

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UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2024 • Key Mining Corp. • Metal mining • New York

The undersigned, Key Mining Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Key Mining Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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Asset Purchase Agreement
Asset Purchase Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Florida

THIS AGREEMENT is made on August 21, 2023 between Critical Minerals Corp., a Delaware corporation, with its principal place of business at 240 Crandon Blvd. Suite 263, Key Biscayne, Florida, 33149 (hereinafter the “Seller”), and Key Mining Corp., a Delaware corporation, with offices at 260 Crandon Blvd. Suite 32 #82, Key Biscayne, Florida, 33149 (hereinafter the “Buyer”).

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Key Metals Corp. A Delaware Corporation Securities Purchase Agreement Cover Page
Securities Purchase Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as _____________________, 2021 by and among Key Metals Corp., a Delaware corporation (the “Company”), on the one hand, and the investor(s) named on the applicable signature pages hereto (each, an “Investor”) on the other hand. Certain capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in Section 8.13 hereof.

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Asset Purchase Agreement
Asset Purchase Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Florida

THIS AGREEMENT is made on July 29, 2022 between Gold Express Mines, Inc., with its principal place of business at 6 1/2 N. 2nd Ave. Suite 201, Walla Walla, Washington, 99362 hereinafter the “Seller” and Key Metals Corp. with offices at 240 Crandon Drive, Suite 263, Key Biscayne, Florida 33149, hereinafter the “Buyer”.

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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE KEY MINING CORP. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN
Incentive Stock Option Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Key Mining Corp., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Key Mining Corp. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE KEY MINING CORP. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN
Restricted Stock Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Key Mining Corp., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Key Mining Corp. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE KEY MINING CORP. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN
Non-Qualified Stock Option Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Key Mining Corp., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Key Mining Corp. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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ASSIGNMENT AGREEMENT
Assignment Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining

This ASSIGNMENT AGREEMENT made this August 31, 2022, by and between Key Metals Corp. , hereinafter referred to as ‘Assignee’, and KM USA Holdings, Inc. a wholly owned subsidiary of Gold Express Mines, Inc., , hereinafter collectively referred to as ‘Assignor’, in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining

It is understood that, upon the acceptance of this subscription by Key Metals Corp., a Delaware corporation (the “Company”), the undersigned will receive an executed counterpart of this Subscription Agreement.

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Share Purchase Agreement between Key Metals Corp. and Gold Express Mines, Inc. for the Purchase of Cerro Blanco Titanium, Inc.
Share Purchase Agreement • November 14th, 2023 • Key Mining Corp. • Metal mining • Delaware

THIS SHARE PURCHASE AGREEMENT is made on May 1, 2023 (this “Agreement”) between Gold Express Mines, Inc., a Nevada corporation with its principal place of business at 6 ½ N. 2nd Ave. Suite 201, Walla Walla, Washington, 99362 (the “Seller”), and Key Metals Corp., a Delaware corporation (the “Buyer”), with its principal place of business at 260 Crandon Blvd. Suite 32 #81 Key Biscayne, Florida 33149.

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