Dorsey & Whitney Sample Contracts

Texas Rare Earth Resources Corp. – Consulting Agreement (January 28th, 2013)

This Consulting Agreement ("Agreement"), dated as of January 22, 2013, establishes the terms and conditions under which Texas Rare Earth Resources Corp., a Delaware corporation (the "Company"), agrees to engage Chemetals, Inc., a New Jersey corporation (the "Consultant"), to provide the services herein in connection with the Company completing a cash sale of the Company's assets or any other non-Securities based transaction as may be agreed upon by the Company (a "Transaction").

SKY PETROLEUM, INC. Attn: Michael Noonan, Chief Financial Officer 401 Congress Avenue, Suite 1540 Austin, Texas 78701, USA 8% Convertible PROMISSORY NOTE Due January 8, 2014 (January 25th, 2013)

Notwithstanding any other provision hereof, no Holder shall convert this Note or any portion thereof, if as a result of such conversion the holder would then become a "beneficial owner" (as determined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 9.99% or more of the issued and outstanding Common Stock. For greater certainty, the Note shall not be convertible by the Holder to the extend that, if, after giving effect to such conversion, the holder of such securities, together with its affiliates, would in aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is 9.99% or greater of the total issued and outstanding voting securities of the Company, immediately after giving effect to such conversion. Any Holder may waive this provision upon providing the Company 61 days written notice.

Midway Gold Corp – Registration Rights Agreement (November 26th, 2012)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 21, 2012, by and among Midway Gold Corp., a British Colombia corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

GAMCO Global Gold Natural Resources and Income Trust – Note on Redacted Material: Sections Under the Headings "Definitions", "Notice of Production", "Refinery and Shipment", "Price and Purchase" and "Notices" in This Agreement and Exhibit a Have Been Omitted Pursuant to a Confidential Treatment Request ("Request") Gryphon Gold Corporation Filed With the United States Securities and Exchange Commission ("Sec") Concurrently With the Filing of the Form 8-K to Which This Agreement Is an Exhibit. The Omitted Material Has Been Filed Separately With the Sec as Part of the Request. The Place of Omitted Provisions Are Indicated Below as "*[Redacted]". Seve (September 14th, 2012)

the Seller will promptly notify the Buyer in writing upon becoming aware of: (i) any material suit, proceeding or governmental investigation pending or, to the Seller's knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Seller, the Properties or any of the Mining Assets, (ii) any force majeure event under any document relating to the Properties, and (iii) any suit, proceeding, demand, claim or governmental investigation or communication pending or threatened against it;

Circle Star Energy Corp. Debt Conversion Agreement (August 30th, 2012)

This Debt Conversion Agreement (this "Agreement") is entered into effective as of this 24th day of August 2012, by and between Circle Star Energy Corp., a Nevada corporation (the "Company"), Allen Gilmer ("Debtholder") and G. Jonathan Pina.

Vista Gold Corporation – Contract (August 6th, 2012)
GAMCO Global Gold Natural Resources and Income Trust – GOLD AND SILVER SUPPLY AGREEMENT Between: GRYPHON GOLD CORPORATION BOREALIS MINING COMPANY and WATERTON GLOBAL VALUE, L.P. Dated April 18, 2012 (August 3rd, 2012)

the Seller will promptly notify the Buyer in writing upon becoming aware of: (i) any material suit, proceeding or governmental investigation pending or, to the Seller's knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Seller, the Properties or any of the

GAMCO Global Gold Natural Resources and Income Trust – Note on Redacted Material: Sections Under the Headings "Definitions", "Notice of Production", "Refinery and Shipment", "Price and Purchase" and "Notices" in This Agreement and Customer Identification Numbers Contained in Exhibit a Have Been Omitted Pursuant to a Confidential Treatment Request ("Request") Gryphon Gold Corporation Filed With the United States Securities and Exchange Commission ("Sec") Concurrently With the Filing of the Form 8-K to Which This Agreement Is an Exhibit. The Omitted Material Has Been Filed Separately With the Sec as Part of the Request. The Place of Omitted Provisio (August 3rd, 2012)

the Seller will promptly notify the Buyer in writing upon becoming aware of: (i) any material suit, proceeding or governmental investigation pending or, to the Seller's knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Seller, the Properties or any of the Mining Assets, (ii) any force majeure event under any document relating to the Properties, and (iii) any suit, proceeding, demand, claim or governmental investigation or communication pending or threatened against it;

Texas Rare Earth Resources Corp. – Separation Agreement and Release (July 24th, 2012)

This Separation Agreement and Release ("Separation Agreement") is made by and between Texas Rare Earth Resources ("TRER" or the "Company"), a Nevada Corporation, and K. Marc LeVier ("LeVier") this __ day of July, 2012 ("Effective Date"). TRER and LeVier are sometimes referred to collectively as the "Parties" or individually as a "Party."

Contract (July 13th, 2012)
GAMCO Global Gold Natural Resources and Income Trust – Gold and Silver Supply Agreement (July 2nd, 2012)

the Seller will promptly notify the Buyer in writing upon becoming aware of: (i) any material suit, proceeding or governmental investigation pending or, to the Seller's knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Seller, the Properties or any of the Mining Assets, (ii) any force majeure event under any document relating to the Properties, and (iii) any suit, proceeding, demand, claim or governmental investigation or communication pending or threatened against it;

Kodiak Oil – Amendment No. 1 to Employment Agreement (June 22nd, 2012)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), effective June 13, 2012, is made between Kodiak Oil & Gas (USA) Inc., a Colorado corporation ("Employer"), Kodiak Oil & Gas Corp., a Yukon Territory corporation ("Company") and Russ D. Cunningham ("Employee").

Second Amendment to Leasehold Purchase Agreement (June 19th, 2012)

This Second Amendment to Leasehold Purchase Agreement (the "Second Amendment") is entered into on this 12th day of June, 2012, by and between CIRCLE STAR ENERGY CORP., a Nevada corporation (the "Purchaser") and WEVCO PRODUCTION, INC., an Ohio corporation (the "Seller").

Vista Gold Corporation – Contract (June 1st, 2012)
GAMCO Global Gold Natural Resources and Income Trust – Pledge Agreement (March 26th, 2012)

This PLEDGE AGREEMENT, dated as of March 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), is made and given by GRYPHON GOLD CORPORATION, a corporation organized and existing under the laws of the State of Nevada, as pledgor (together with any successors in such capacity, the "Pledgor") in favor and for the benefit of WATERTON GLOBAL VALUE, L.P., by its Investment Manager, Altitude Management Limited (with its successors and assigns, the "Secured Party").

Amending Agreement (March 6th, 2012)

THIS AMENDING AGREEMENT (the "Amending Agreement"), is made and entered into on February 29, 2012 (the "Effective Date"), by and between Circle Star Energy Corp., a Nevada corporation with a principal business address of 919 Milam Street, Suite 2300, Houston, Texas, 77002 (the "Company") and S. Jeffrey Johnson, a resident of Texas (the "Executive").

Vista Gold Corporation – EARN-IN RIGHT AGREEMENT Among INVECTURE GROUP, S.A. De C.V. And DESARROLLOS ZAPAL HOLDINGS CORP. And DESARROLLOS ZAPAL, S.A. De C.V. And GRANGES INC. And VISTA GOLD CORP. February 7, 2012 (February 13th, 2012)

"Shareholder" and "Shareholders" means Invecture and DZHC and any other Person who acquires Shares in accordance with the terms of this Agreement.

Texas Rare Earth Resources Corp. – Director Appointment Agreement (February 6th, 2012)

This Director Appointment Agreement (this "Agreement"), is made effective as of the 25th day of January, 2012 (the "Effective Date"), by and between Texas Rare Earth Resources Corp., a Nevada corporation (the "Corporation"), and Highline Capital Partners, L.P., Highline Capital Partners QP, LP, Highline A Master Fund, L.L.C. and Highline Capital Master, L.P. (together, "Highline Capital").

Class a Warrants for Purchase of Class B Units (January 20th, 2012)

THIS IS TO CERTIFY THAT, for value received <<Name>>, <<Address>> (hereinafter called the "holder") is entitled to subscribe for and purchase <<Number>> Class B Units ("Class B Units") of Sky Petroleum, Inc. (hereinafter called the "Company") (i) at any time on or before 5:00 PM (Austin Time) on Janaury 20, 2013, at an exercise price of US$0.35 per Class B Unit, subject to adjustment and to the provisions and terms and conditions herein set forth. These Class A Warrants will be void and of no value after 5:00 PM (Austin Time) on Janaury 20, 2013 (the "Expiry Time").

GAMCO Global Gold Natural Resources and Income Trust – Executive Employment Agreement (January 6th, 2012)

THIS EMPLOYMENT AGREEMENT ("Agreement"), dated January 4, 2012 (the "effective date" is made and entered into effective as of the Effective Date, by and between Gryphon Gold Corporation, a Nevada corporation (the "Company") and James T. O'Neil, Jr. (the "Executive").

Membership Interest Purchase Agreement Dated as of December 30, 2011 by and Between Colonial Royalties, Llc (The "Buyer") and Circle Star Energy Corp. (The "Seller") Related to All of the Membership Interests of Jhe Holdings, Llc (The "Company") (January 5th, 2012)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is entered into as of January 1, 2012 (the "Effective Date"), by and between Colonial Royalties, LLC, a Texas limited liability company (the "Buyer"), Circle Star Energy Corp., a Nevada corporation, and its assignees (the "Seller"). The Buyer and the Seller are sometimes referred to in this Agreement individually as a "Party" and, collectively, as the "Parties."

Amending Agreement (December 23rd, 2011)

THIS AMENDING AGREEMENT (the "Amending Agreement"), is made and entered into on December 21, 2011 with an effective date of July 11, 2011 (the "Effective Date"), by and between Circle Star Energy Corp., a Nevada corporation with a principal business address of 919 Milam Street, Suite 2300, Houston, Texas, 77002 (the "Company") and G. Jonathan Pina (the "Executive").

Black Tusk Minerals Inc. – Waiver and Consent Agreement (December 21st, 2011)

THIS WAIVER AND CONSENT AGREEMENT (the "Agreement"), dated as of December 15, 2011 (the "Effective Date"), executed by and between Black Tusk Minerals Inc., a company organized and existing under the laws of Nevada, USA ("Black Tusk") and Trevali Mining Corporation, a company organized and existing under the laws of British Columbia, Canada ("Trevali").

Consultant Service Agreement (November 28th, 2011)

This Consultant Service Agreement ("Agreement") is made and entered into by and between Sky Petroleum, Inc., a Nevada corporation ("Company"), and ETDDM Corporation, a Seychelles International Business Company (IBC) incorporated in the Republic of Seychelles ("Consultant"), effective the 1st of December, 2011 (the "Effective Date"). Consultant and Company are referred to herein as the "Parties."

Black Sea Metals Inc. – Black Sea Metals, Inc. 2011 Stock Option Plan (November 18th, 2011)
Timberline Resources – Stock Purchase Agreement (October 31st, 2011)

"Facilities" means (i) the Owned Real Property, if any, (ii) the Leased Real Property, (iii) the Improvements and (iv) any other real or personal property interests or equipment (including motor vehicles, tank cars and rolling stock), that are currently or formerly owned, operated or leased by the Company.

Executive Employment Agreement (October 14th, 2011)
6% Series a Convertible Note (September 19th, 2011)

Notwithstanding any other provision hereof, no Holder shall convert this Note or any portion thereof, if as a result of such conversion the holder would then become a "beneficial owner" (as determined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 4.99% or more of the issued and outstanding Common Stock. For greater certainty, the Note shall not be convertible by the Holder to the extend that, if, after giving effect to such conversion, the holder of such securities, together with its affiliates, would in aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is 4.99% or greater of the total issued and outstanding voting securities of the Company, immediately after giving effect to such conversion.

Contract (August 12th, 2011)
Executive Employment Agreement (July 13th, 2011)

THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into effective as of July 11, 2011 (the "Effective Date"), by and between Circle Star Energy Corp. (formerly known as Digital Valleys Corp.), a Nevada corporation with a principal business address of 1100 Dexter Ave. North, Suite 100, Seattle, Washington 98109 (the "Company") and G. Jonathan Pina (the "Executive").

Circle Star Energy Corp. 2011 Stock Option Plan (July 12th, 2011)
Amended and Restated Membership Interest Pledge and Security Agreement (June 21st, 2011)

THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this "Agreement") is dated as of this 31st day of May, 2011 (the "Effective Date"), by and among Digital Valleys Corp., a Nevada corporation (with its successors and permitted assigns, "Pledgor"), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively with their successors and permitted assigns and designees, "Secured Party"), and is given by Pledgor in favor of Secured Party pursuant to the Assignment and Novation Agreement, dated as of May 31st, 2011 (the "Novation Agreement"), by and among Secured Party, Pledgor and High Plains Oil, LLC, a Nevada limited liability company ("High Plains"). Secured Party, Pledgor, and High Plains are collectively referred to herein as the "Parties."

CHS INC. _______________________________ MASTER NOTE PURCHASE AGREEMENT _______________________________ Dated as of June 9, 2011 $130,000,000 4.08% Series L Senior Notes Due June 9, 2019 $160,000,000 4.52% Series M Senior Notes Due June 9, 2021 $130,000,000 4.67% Series N Senior Notes Due June 9, 2023 $80,000,000 4.82% Series O Senior Notes Due June 9, 2026 (June 13th, 2011)
GAMCO Global Gold Natural Resources and Income Trust – Contract (May 31st, 2011)
Vista Gold Corporation – Contract (May 20th, 2011)