0001185185-11-000106 Sample Contracts

COMMON STOCK PURCHASE WARRANT NORTH BAY RESOURCES INC.
North Bay Resources Inc • February 1st, 2011 • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ruby Development Company (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 October 1, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on December 30, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from North Bay Resources Inc., a Delaware corporation (the “Company”), up to Ten Million (10,000,000) 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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Option Amendment No. 1
North Bay Resources Inc • February 1st, 2011 • Metal mining

As per our discussions, this writing will be Option Amendment No. 1. The following amended terms and conditions are hereby incorporated in and made a part of the Option Agreement and Option Addendum dated September 1, 2010, (herein collectively referred to as the “Option”) on property known as the Ruby Gold Mine Old Henness Pass. North Bay Resources Inc. is referred to as “Optionee” or “North Bay” and Ruby Development Company is referred to as “Optionor”.

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