Exhibit 99.1

INVESTMENT AGREEMENT

between

applied minerals, inc.

and

the Investor party hereto

Dated NOVEMBER 3, 2014

TABLE OF CONTENTS

Page

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “ Agreement ”), dated as of this ___ day of ________, 2014, is entered into by and among Applied Minerals, Inc., a Delaware corporation (the “ Issuer ”), and _____________ (the “ Investo r ”). The Issuer, on the one hand, and the Investor, on the other hand, may be referred to herein individually as a “ Party ” or collectively as the “ Parties .”

RECITALS

WHEREAS, on the terms and conditions set forth herein, and as consideration for the payment of the Purchase Price (as defined below), the Issuer has agreed to issue, and the Investor has agreed to purchase, a 10% PIK-Election Convertible Note, in the form attached hereto as Exhibit A (each, a “ Note ” and collectively, the “ Notes ”), which are convertible (in accordance with the terms thereof) into Common Stock of the Issuer (any shares of such Common Stock issued on the conversion of either Note being referred to herein as the “ Conversion Shares ”); and

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Article I
DEFINITIONS

Section 1.1      Definitions Generally . Defined terms in this Agreement and in the appendices, exhibits and disclosure schedules to this Agreement, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings ascribed to such terms in Appendix A . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement and the appendices, exhibits and disclosure schedules hereto.

Article II
PURCHASE AND SALE

Section 2.1      Purchase and Sale of the Notes . The Investor’s signature page hereto sets forth the principal amount of such Investor’s Note and the purchase price to be paid by the Investor for such Note (the aggregate of such amounts, the “ Purchase Price ”). Upon payment of the Purchase Price, the Issuer shall sell and deliver a Note to the Investor, and the Investor shall acquire such Note, in each case in accordance with the terms and conditions hereof.

Section 2.2      Closing . The closing of the sale and purchase of the Notes (the “ Closing ”) will take place by the exchange of documents via electronic delivery on the date hereof, or at such other date, time or place as the Issuer and the Investor mutually may agree in writing. The date on which the Closing occurs shall be referred to as the “ Closing Date .”

Section 2.3      Closing Deliverables .

(a)     On or before the Closing Date, the Investor shall deliver to the Issuer (i) an amount equal to the Purchase Price in immediately available funds and (ii) an executed counterpart to this Agreement and to each Ancillary Document to which the Investor are a party.

(b)     On or before the Closing Date, the Issuer shall deliver to the Investor (i) an executed counterpart to this Agreement and to each Ancillary Document to which the Issuer is a party and (ii) a written opinion of counsel in the form attached hereto as Exhibit C , addressed to the Investor, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Investor in form and substance) that (A) the issuance of the Notes does not involve a transaction requiring registration or qualification under the Securities Act, (B) each of the Notes has been duly authorized and is validly issued and (C) each of the Notes is a valid and legally binding obligation of the Issuer, enforceable in accordance with its terms except (1) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (3) the Conversion Shares have been duly authorized and, when issued upon conversion of a Note in accordance with such Note’s terms, will be validly issued, fully paid and non-assessable.

(c)

Article III
REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants to the Investor as follows (as used in this Article III the term “Issuer” shall , mutatis mutandis , mean the Issuer and each of its subsidiaries):

Section 3.1      Organization and Qualification . The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Issuer has full corporate power and authority to own, lease and operate its properties and to carry on its business. The Issuer is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing as a foreign corporation in any such jurisdiction [(other than Utah)], as the case may be, would not be deemed material.

Section 3.2      Authority . The Issuer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Documents and to consummate the Transactions. This Agreement and the Ancillary Documents have been duly executed and delivered by the Issuer and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Issuer and be enforceable upon and against the Issuer in accordance with such terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

Section 3.3      No Conflict; Required Filings and Consents . The execution, delivery and performance by the Issuer of this Agreement and the Ancillary Documents and the consummation by the Issuer of the Transactions do not and will not (a) violate any provision of the Certificate of Incorporation or By-Laws of the Issuer (respectively, the “ Certificate of Incorporation ” and the “ By-Laws ”); (b) violate any federal, state or local law, order, decree, statute, regulation or injunction (collectively, “ Law ”) applicable to the Issuer; (c) conflict with, result in a breach or default under, require any consent of or notice to or give to any third party any right of modification, acceleration or cancellation, or result in the creation of any lien, charge, mortgage, limitation, encumbrance, adverse claim, security interest or restriction or condition of any kind whatsoever (collectively, “ Encumbrances ”) upon any property or right of the Issuer pursuant to any contract, agreement, license, permit or other instrument to which the Issuer is a party or by which the Issuer or any of its rights, assets or properties may be bound, affected or benefited; or (d) require any consent or approval of, registration or filing with or notice to any federal, state or local governmental authority or any agency or instrumentality thereof (a “ Governmental Authority ”), except for any filings required to be made under applicable federal and state securities Laws.

Section 3.4      Notes . The Issuer has the right, authority and power to issue and sell the Notes to the Investor. The Notes, when issued and delivered by the Issuer pursuant to this Agreement for the consideration set forth herein, shall be validly issued, free and clear of any Encumbrances. Each Note shall, upon issuance pursuant to the terms hereof and the terms of such Note, be valid and legally binding obligations of the Issuer, enforceable in accordance with such Note’s terms upon and against the Issuer in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

Section 3.5      Conversion Shares . On and after the Closing Date, the Issuer shall have available for issuance all of the Conversion Shares, including after giving effect to any anti-dilution provisions contained in the Notes. The Conversion Shares have been duly authorized, and when issued upon conversion of the Notes in accordance with the terms thereof, all Conversion Shares shall be validly issued, fully paid and non-assessable, free and clear of any Encumbrances (other than those imposed by federal or state securities Laws). The issuance of the Conversion Shares is not subject to any preemptive or similar rights of any securityholder of the Issuer.

Section 3.6      Capitalization .

(a)     The authorized capital stock of the Issuer consists of 200,000,000 shares of Common Stock (the “ Common Stock ”) and 10,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”). As of the date hereof, (i) 95,030,371 shares of Common Stock and zero (0) shares of Preferred Stock are issued and outstanding (collectively, the “ Outstanding Capital Stock ”), (ii) there are 38,088,150 shares of Common Stock underlying outstanding options, warrants and convertible notes to acquire shares of Common Stock, and (iii) 4,819,490 additional shares of Common Stock are reserved for issuance for future grants pursuant to the Issuer’s Benefit Plans. The Outstanding Capital Stock constitute the only issued and outstanding shares of capital stock or other equity interests of the Issuer, and all shares of Outstanding Capital Stock and the shares of Common Stock reserved for issuance set forth in clauses (ii) and (iii) of the foregoing sentence (the “ Reserved Shares ”), when issued in accordance with the respective terms thereof have been or will be duly authorized and validly issued, are or will be fully paid and non-assessable, free and clear of any Encumbrances (other than those imposed by federal or state securities Laws) and were or will be issued in compliance with all applicable federal and state securities Laws. The securities for which the Reserved Shares are reserved for issuance constitute the only issued and outstanding securities convertible into or exercisable for capital stock. The Outstanding Capital Stock and the Reserved Shares are not or will not be subject to any preemptive or similar rights of any securityholder of the Issuer. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any Outstanding Capital Stock or Reserved Shares. No Outstanding Capital Stock or Reserved Shares have been or will be issued in violation of any rights, agreements, commitments or arrangements under applicable Law, the Certificate of Incorporation or By-Laws or any contract to which the Issuer is a party or by which it is bound.

(b)     As of the date hereof, except pursuant to the Issuer’s Benefit Plans, this Agreement or the Ancillary Documents, there are no existing options, warrants, notes, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Issuer or securities convertible into or exchangeable for such capital stock, and there are no outstanding contractual obligations of the Issuer to repurchase, redeem or otherwise acquire any of its shares of capital stock.

(c)     Except pursuant to the Ancillary Documents and Schedule 3.6(c) of the Disclosure Schedules, the Issuer has not granted to any Person the right to require the Issuer to register Common Stock on or after the date hereof.

Section 3.7      Financial Statements .

(a)     True and complete copies of the audited consolidated balance sheet of the Issuer as at December 31, 2011, December 31, 2012 and December 31, 2013, and the related audited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Issuer for the three years ended December 31, 2013, together with all related notes and schedules thereto, accompanied by the reports thereon of the Issuer’s independent auditors as filed with the SEC in the Issuer’s 10-K on March 14, 2014, (collectively, the “ Financial Statements ”) and the unaudited balance sheet of the Issuer as at [September 30], 2014, and the related statements of income, retained earnings, stockholders’ equity and changes in financial position of the Issuer, together with all related notes and schedules thereto as filed with the SEC (collectively, the “ Interim Financial Statements ”) (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Issuer, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Issuer as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.

(b)     The books of account and financial records of the Issuer are true and correct and have been prepared and are maintained in accordance with sound accounting practice. The Issuer has not made any changes in its accounting practice since December 31, 2014.

Section 3.8      SEC Reports ; Sarbanes-Oxley Act .

(a)     For the two years preceding the date hereof, the Issuer has timely filed with the SEC all forms, reports, schedules, certifications, prospectuses, proxy statements, registration statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by the Issuer (collectively, the “ SEC Reports ”). The SEC Reports (i) were prepared and will be prepared (when filed after the date of this Agreement) in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed and will not, when filed after the date of this Agreement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequent SEC Report filed with the SEC prior to the date of this Agreement.

(b)     The Issuer has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“ internal controls ”). Such internal controls as in effect as of the date hereof are sufficient to provide reasonable assurance regarding the reliability of the Issuer’s financial reporting and the preparation of the Issuer’s financial statements for external purposes in accordance with GAAP, except to the extent of material weaknesses described in the SEC Reports. The Issuer has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Issuer’s auditors and the Issuer’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether material or not material, that involves management or other employees who have a significant role in internal controls. The Issuer has disclosed in the SEC Reports any such disclosure made by management to the Issuer’s auditors and the Issuer’s board of directors, and the Issuer has provided the Investor a written summary of the information regarding matters set forth in clauses (i) and (ii) of the foregoing sentence, if any, that would have been disclosed in the Issuer’s Form 10-K for the fiscal year 2013 had such Form been filed prior to the date hereof.

Section 3.9      Absence of Undisclosed Liabilities . Except as and to the extent adequately accrued or reserved against in the audited balance sheet of the Issuer as of December 31, 2013 (such balance sheet, together with all related notes and schedules thereto, the “ Balance Sheet ”) or as set forth in the SEC Reports or in this Agreement, the Issuer has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, and whether or not required by GAAP to be reflected on a balance sheet of the Issuer, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Issuer.

Section 3.10    Absence of Certain Changes or Events . Since the date of the Balance Sheet, except as set forth in the SEC Reports or in this Agreement: (a) the Issuer has conducted its business only in the ordinary course consistent with past practice; (b) no event or development has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (c) the Issuer has not suffered any material loss, damage, destruction or other casualty affecting any of its properties or assets, whether or not covered by insurance; and (d) the Issuer has preserved substantially intact its business organization and assets, has kept available the services of its current officers, employees and consultants and has preserved the goodwill of its customers, suppliers and employees.

Section 3.11    Compliance with Law; Permits . The Issuer is and has been in compliance in all material respects with all Laws applicable to it. The Issuer is in possession of all material permits, licenses and other authorizations of any Governmental Authority (“ Permits ”) necessary for it to own, lease and operate its properties and to carry on its business as currently conducted, and is and has been in compliance in all material respects with all such Permits. There is no basis for the revocation or withdrawal of any Permit. The Issuer will continue to have the use and benefit of all Permits following the consummation of the Transactions.

Section 3.12    Litigation . There is no suit, claim, inquiry, action, proceeding, arbitration or investigation by or before any Governmental Authority (each, an “ Action ”) pending or threatened (a) affecting the Issuer or its assets, business or officers or directors, in their respective capacities as such, except as set forth on Schedule 3.12(a) of the Disclosure Schedules; (b) to restrain or prevent the consummation of the Transactions; or (c) that might affect the right of the Investor to own the Notes or to own or vote the Conversion Shares, nor is there any basis for any of the foregoing.

Section 3.13      Employee Benefit Plans . Except as set forth on Schedule 3.13 of the Disclosure Schedules, there are no current employment contracts or consulting agreements by which the Issuer is bound, and no bonus, stock option, deferred compensation, incentive compensation, severance or termination payment agreement or plan or any other employee benefit plan, agreement, arrangement or commitment, whether formal or informal, maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by the Issuer for the benefit of any current or former employee, officer or director of the Issuer, or with respect to which the Issuer has any liability, contingent or otherwise (collectively, “ Benefit Plans ”). None of the Benefit Plans (a) is a multiemployer plan (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), (b) is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the “ Code ”) or (c) provides post-employment welfare benefits (except to the extent required by Section 4980B of the Code). All of the Benefit Plans currently comply, and have complied in the past, both as to form and operation, with the terms of such Benefit Plans and with the applicable provisions of ERISA, the Code and other applicable Law.

Section 3.14      Labor and Employment Matters . The Issuer is not a party to any contract or collective bargaining agreement with any labor organization. There is no unfair labor practice charge, lawsuit, complaint, arbitration or material grievance against the Issuer pending before a Governmental Authority or, to the Issuer’s Knowledge, threatened, nor has any such matter been settled or resolved in the past three years. In the past three years, the Issuer has not received written notice of the intent of any Governmental Authority responsible for the enforcement of employment Laws to conduct an investigation with respect to or relating to the Issuer, nor has the Issuer received written notice that any such investigation is in progress.

Section 3.15      Intellectual Property . Schedule 3.15 of the Disclosure Schedules contains a complete and correct list of all active registrations of, and all pending applications to register any, Intellectual Property Rights, in each case as of the date hereof. The Intellectual Property Rights identified on Schedule 3.15 of the Disclosure Schedules are validly registered, held and/or recorded in the name of the Issuer and are not, to Issuer’s Knowledge, subject to any pending cancellation, interference, reissue or reexamination proceeding.

Section 3.16      Real and Personal Property .

(a)      The SEC Reports set forth a true and complete listing of (i) all real property and interests in real property owned by the Issuer (the “ Owned Real Property ”) and (ii) all real property and interests in real property leased or subleased by the Issuer or which the Issuer otherwise has a right to use or occupy (the “ Leased Real Property ,” and together with the Owned Real Property, the “ Real Property ”). The Issuer does not occupy any real property, other than the Owned Real Property and Leased Real Property. The Issuer has (x) good and marketable title in fee simple to all Owned Real Property and (y) good and marketable leasehold title to all Leased Real Property, in each case together with all plants, buildings, improvements and fixtures thereon, free and clear of all Encumbrances, other than Encumbrances for current taxes not yet past due and Encumbrances that do not, individually or in the aggregate, materially impair the ownership, use and operation of the related assets (collectively, “ Permitted Encumbrances ”). No parcel of Real Property is or is threatened to become subject to any governmental decree or order to be sold or is or is threatened to be condemned, expropriated or otherwise taken by any public authority.

(b)      The Issuer has good and valid title to, or a valid leasehold interest in, all of its personal property, including all personal property reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except for any personal property sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the personal property owned or leased by the Issuer is subject to any Encumbrance, other than Permitted Encumbrances. Except as set forth on Schedule 3.16(b) of the Disclosure Schedules, each item of tangible personal property of the Issuer is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and is adequate for the uses to which it is being put.

(c)      The assets and properties owned, leased or licensed by the Issuer constitute all of the assets necessary for the Issuer to carry on its business as currently conducted.

Section 3.17      Taxes . The Issuer has filed in a timely manner all tax returns and other reports required of it under all tax Laws, including all federal, state, local and foreign tax Laws. All such returns and reports are correct and complete. The Issuer has paid in full all taxes or other amounts due under such returns or reports (including, without limitation, all taxes that the Issuer is obligated to withhold from amounts paid or payable to, or benefits conferred upon, employees, creditors and third parties). No tax examinations or audits of the Issuer are in progress or have taken place during the past ten years, and no basis exists for the assessment of any deficiency in any taxes against the Issuer, except as reflected in the most-recent Financial Statements or that have arisen after the date of such Financial Statements in the ordinary course of business. The Issuer has not agreed, nor is it required, to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of any other Law by reason of a change of accounting method initiated by it or any other relevant party. The Issuer has not been involved in any transaction or series of transactions that may be disregarded or reconstructed, in whole or in part, for any tax-related purposes by reason of any motive to avoid, reduce or delay a possible tax liability in violation of applicable Law.

Section 3.18      Environmental Matters .

(a)      The assets, properties, businesses and operations of the Issuer are, and for the last three (3) years have been, in compliance in all material respects with all applicable Environmental Requirements.

(b)      There exists, and for the last three (3) years there has existed, no basis for any Action, citation, directive or summons involving the Issuer or the Real Property, related to either any violation or alleged violation of Environmental Requirements, whether or not corrected, or any alleged or threatened Losses for Environmental Damages.

Section 3.19      Material Contracts . Each Material Contract is valid, binding on the Issuer and enforceable in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and is in full force and effect. No party to a Material Contract is in breach or default (with or without notice or lapse of time or both) in any material respect. No party to any Material Contract will have a right to terminate any or all of the provisions of any such Material Contract as a result of the consummation of the Transactions.

Section 3.20      Brokers . No Person acting on behalf of the Issuer is, or will be, entitled to any broker’s, finder’s, investment banking or similar fees in connection with this Agreement, the Ancillary Documents or any of the Transactions.

Section 3.21      No Vote Required . No vote of any holders of any class or series of capital stock of or other equity interests in the Issuer is necessary to approve the issuance of the Notes and/or the Conversion Shares.

Section 3.22      Insurance . [Except as set forth on Schedule 3.22 of the Disclosure Schedules, t]here is no claim by the Issuer pending under any of the insurance policies of the Issuer as to which coverage has been denied or disputed in writing by the underwriters of such insurance policies, other than any claims with respect to which any such denial or dispute was subsequently resolved. All insurance policies of the Issuer are valid and binding in accordance with their terms, except to the extent such enforceability may be limited by the effect of any general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and are in full force and effect except as would not be, individually or in the aggregate, material to the Issuer.

Section 3.23      Certain Payments . During the past three (3) years neither the Issuer nor, to the Issuer’s Knowledge, any of its officers, directors, employees, or other agents, has directly or indirectly (a) made any improper or illegal contribution, bribe, payoff, influence payment, kickback, or other similar payment to any Person, private or public, regardless of form, whether in money, property, or services, (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained or (iv) in violation of any applicable Law, (b) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or similar Law, or (c) made any other unlawful payment.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Issuer as follows:

Section 4.1      Organization . The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

Section 4.2      Authority . The Investor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Investor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Investor and be enforceable upon and against the Investor in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

Section 4.3      Required Filings and Consents . The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the Transactions do not and will not require any consent or approval of, registration or filing with, or notice to any Governmental Authority.

Section 4.4      Brokers . No Person acting on behalf of the Investor is, or will be, entitled to any broker’s, finder’s, investment banking or similar fees in connection with this Agreement or any of the Transactions for which the Issuer or any of its Affiliates could be liable.

Section 4.5      Accredited Investor: Acquisition for Own Account .

(a)     The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits of the Transactions, has the ability to bear economic risks of the investment contemplated by this Agreement and is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act.

(b)     The Notes are being acquired for the Investor’s own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would violate state or federal securities Laws, without prejudice, however, to the rights of the Investor at all times to sell or otherwise dispose of all or any part of such securities in a transaction that does not violate the Securities Act, under an effective registration statement under the Securities Act or under an exemption from such registration available under the Securities Act, in either case in compliance with other applicable state or federal securities Laws.

Article V
RESERVED

Article VI
INDEMNIFICATION

Section 6.1      Survival of Representations and Warranties . The representations and warranties of the Issuer and the Investor contained in this Agreement, the Ancillary Documents and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions shall survive the Closing.

Section 6.2      Indemnification . Subject to the provisions of this Article VI , each Party (in such capacity, the “ Indemnifying Party ”) will indemnify and hold the other Party and its Affiliates and its and its Affiliates’ shareholders, members, partners, directors, officers, employees, agents, representatives, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (collectively, in such capacity, the “ Indemnified Parties ”) harmless from any and all claims, awards, losses, damages, interest, liabilities, obligations, payments, deficiencies, judgments, contingencies, penalties, diminution of value and costs and expenses (including court costs and reasonable attorneys’ fees and out-of-pocket expenses incurred in connection with investigating, preparing or defending the foregoing) (collectively, “ Losses ”) that any such Indemnified Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Indemnifying Party in this Agreement or in any Ancillary Document or (b) any Action instituted against any Indemnified Party by any third-party, with respect to any Transaction (unless such Action is based predominantly upon a material breach of any Indemnified Party’s representations, warranties or covenants set forth in this Agreement or in the Ancillary Documents or any material violations by any Indemnified Party of state or federal securities Laws or any Indemnified Party’s conduct that constitutes fraud, gross negligence, willful misconduct or malfeasance).

Section 6.3      Procedures . If any Action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement or any Ancillary Document, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel, (c) in such Action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Article VI , in which case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in any Ancillary Document. If the Indemnifying Party assumes the defense of any Action against any Indemnified Party, the Indemnifying Party shall not, without such Indemnified Party’s prior written consent, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified in full under this Article VI .

Section 6.4      P ayment . The Indemnifying Party shall be obligated to indemnify any Indemnified Party pursuant to this Article VI only if and with respect to claims for indemnification as to which such Indemnified Party has given written notice to the Indemnifying Party within the applicable statute of limitations of the claim underlying such claim for indemnification. Any notice written delivered pursuant to this Section 6.4 shall set forth with reasonable specificity the basis for any such claim for indemnification. The Indemnifying Party shall pay any amounts due under this Article VI promptly upon demand by the Indemnified Party as and when incurred, by wire transfer of immediately available funds to an account designated in writing by the Indemnified Party.

Article VII
GENERAL PROVISIONS

Section 7.1      Fees and Expenses . The Issuer will pay all fees and expenses of the Investor incurred in investigating, developing, preparing, negotiating, executing and interpreting this Agreement and the Ancillary Documents, including without limitation, its fees and expenses of legal counsel; provided that the fees and expenses of legal counsel shall not exceed $30,000.

Section 7.2      Amendment; Modification; Waiver . A provision of this Agreement may be amended and/or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom such waiver is intended to be effective, which writing shall specifically reference this Agreement, specify the provision(s) hereof that it is intended to amend or waive and further specify that it is intended to amend or waive such provision(s). No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 7.3      Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given if (a) served by personal delivery upon the Party for whom it is intended, (b) delivered by registered or certified mail, return receipt requested, (c) delivered by overnight air courier or (d) sent by facsimile transmission or email, with prompt confirmation by telephone of such transmission or email, in each case, in accordance with the information set forth on the signature pages hereto opposite the signature block of the Party to receive such notice or to such other address as may be designated in writing, in the same manner, by such Party.

Section 7.4      Entire Agreement . This Agreement and each of the Ancillary Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior written agreements, arrangements and understandings, oral or written, between the Parties with respect to such subject matters. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party hereto, irrespective of which Party caused such provisions to be drafted. Each of the Parties acknowledges that it has been represented by an attorney in connection with the preparation and execution of this Agreement and each of the Ancillary Documents. No Party shall have any legal obligation to enter into the Transactions unless and until this Agreement shall have been executed and delivered by each of the Parties.

Section 7.5      Third-Party Beneficiaries . Except as provided in Article VI , nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns any rights, benefits or remedies of any nature whatsoever.

Section 7.6      Governing Law; Submission to Jurisdiction . This Agreement and all disputes or controversies arising out of or relating to this Agreement or the Transactions shall be governed by, and construed in accordance with, the internal Laws of the State of New York, without regard to principals of conflicts of Laws. Each Party agrees that it shall bring any Action with respect to any claim arising out of or related to this Agreement, the Ancillary Documents or the Transactions, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “ Chosen Courts ”), and solely in connection with claims arising under this Agreement, the Ancillary Documents or the Transactions (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto, (d) agrees that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 7.3 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 7.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Section 7.7      Waiver of Trial by Jury . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY DOCUMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7.

Section 7.8       Assignment; Successors . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no Party may assign or delegate, in whole or in part (whether by operation of Law or otherwise), this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment or delegation without such prior written consent shall be null and void ab initio .

Section 7.9       Headings . All heading references contained in this Agreement (including in the table of contents) are for convenience purposes only and shall not be deemed to limit or affect any of the provisions of this Agreement.

Section 7.10     Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction; provided , that, if any one or more of the provisions contained in this Agreement shall be determined to be excessively broad as to activity, subject, duration or geographic scope, it shall be reformed by limiting and reducing it to the minimum extent necessary so as to be enforceable under applicable Law.

Section 7.11     Specific Performance . The Parties hereby acknowledge and agree that the failure of any Party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to consummate the Transactions, will cause irreparable injury to the other Party for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance of injunctive relief by the Chosen Courts to compel performance of such Party’s obligations and to the granting by the Chosen Courts of the remedy of specific performance of its obligations hereunder.

Section 7.12     Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same instrument, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above.

Signature Page to Investment Agreement

“ Affiliates ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such subject Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ Environmental Damages ” means all Losses, whether accrued, fixed or contingent, known or unknown, and whether or not included in a schedule to this Agreement, any of which are incurred at any time arising out of, based on or resulting from (a) the presence or release of Hazardous Materials into the environment, on or prior to the Closing Date, upon, beneath, or from any Real Property or other location (whether or not owned or operated by the Issuer at the time such Hazardous Materials were present or released) where the Issuer conducted operations or generated, stored, released, sent, transported or disposed of Hazardous Materials or (b) any violation of Environmental Requirements by the Issuer on or prior to the Closing.

“ Environmental Requirements ” means all Laws, statutes, regulations, rules, policy, guidance, ordinances, codes, common law, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises and similar items, of all Governmental Authorities and all judicial and administrative and regulatory writs, injunctions, decrees, judgments and orders relating to (a) occupational health or safety; (b) the protection of human health or the environment; (c) the treatment, storage, disposal, handling, release or Remediation of Hazardous Materials; or (d) exposure of Persons to Hazardous Materials.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means United States generally accepted accounting principles.

“ Hazardous Materials ” means any substance: (a) the presence of which requires reporting, investigation, removal or Remediation under any Environmental Requirement; (b) that is defined as a “hazardous waste,” “hazardous substance”, “pollutant”, “contaminant” or similar term under any Environmental Requirement; (c) the presence of which causes or threatens to cause a nuisance, trespass or other tortious condition or poses a hazard to the health or safety of persons; or (d) that contains gasoline, diesel fuel or other petroleum hydrocarbons, PCBs, asbestos or urea formaldehyde foam insulation.

“ Intellectual Property Rights ” means all (a) logos, trademarks, service marks, trade names, trade dress, domain names and other indicia of origin; (b) copyrights; (c) patents and patent applications, including any extensions, reexaminations and reissues, divisions, continuations and continuations-in-part; (d) trade secrets and other proprietary information; and (e) all registrations and applications for any of the foregoing.

“ Issuer’s Knowledge ” means knowledge after due inquiry of any of the following officers of the Issuer: chief executive officer, chief financial officer and general counsel.

“ Material Adverse Effect ” means any state of fact, condition, change, effect, development, occurrence or event with respect to the Issuer (each, an “ Event ”) that, individually or in the aggregate, (i) results in or could reasonably be expected to result in a material adverse effect on the business, assets, liabilities, properties, condition (financial or otherwise) or results of operations of the Issuer, or (ii) prevents or materially impedes the ability of the Issuer or the Investor to perform its or their obligations under this Agreement; provided , however , that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect pursuant to clause (i) above: (A) any Events generally affecting the industries in which the Issuer primarily operates (but only to the extent such Event does not affect the Issuer in a manner disproportionate to other firms in such industries) or the economy, or financial or capital markets, in the United States; (B) any Events arising from or otherwise relating to any war (whether or not declared), national or international hostilities, sabotage or terrorism; and (C) any Events resulting from changes in the market price or trading volume of the Issuer Common Stock ( provided that the facts or occurrences giving rise to or contributing to such changes that are not otherwise excluded from this definition of “Material Adverse Effect” shall not be excluded in determining whether there has been a Material Adverse Effect).

“ Material Contract ” means contracts or other binding arrangements with respect to which the Issuer is bound and (a) the cancellation of which would likely have a Material Adverse Effect or that otherwise is material to the Issuer taken as a whole (including each contract that is required by Item 6.01(10) of SEC Regulation S-K to be an Exhibit to a Report of the Issuer on Form 10-K); (b) under which any past or present officer, director, employee or consultant of the Issuer is provided payment of more than $150,000 in any twelve month period (in any circumstance); (c) which provides for the grant of options to any past or present officer, director, employee or any consultant of the Issuer, other than agreements relating to options granted under the Issuer Benefit Plan; (d) has been entered into by the Issuer in its ordinary course of business and is likely to involve consideration or liability of more than $500,000 in the aggregate; (e) has been entered into by the Issuer other than in the ordinary course of business and is likely to involve consideration or liability of more than $150,000 in the aggregate; or (f) that provides or purports to provide exclusivity to any Person or that limits the conduct of business, in each case on or over the Issuer or the Investor.

“ Person ” means shall be construed broadly and shall include an individual, a trust, a corporation, a partnership, an association, a joint venture, a limited liability company, a joint stock company, an unincorporated organization and a Government Authority.

“ Remediation ” means (a) any remedial action, remedy, response or removal action as those terms are defined in 42 U.S.C. § 9601 and (b) any corrective action as that term has been construed pursuant to 42 U.S.C. § 6924.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Transactions ” means the transactions contemplated by this Agreement and the Ancillary Documents.

EXHIBIT A

10% PIK-Election Convertible Notes

[Attached]  

EXHIBIT B

Registration Rights Agreement

[Attached]

EXHIBIT C

Opinion

[Attached]

Schedule 3.6(c)

Registration Rights

[Attached]

Schedule 3. 12(a)

Litigation

The Issuer is a defendant in a lawsuit filed in state court in Utah by Tekko Enterprises, Inc. for work done as a contractor in connection with the construction of a processing plant on the premises of the Dragon Mine.    The suit claims damages of $346,000.

Schedule 3.13

Employee Benefit Plans

[Attached]

Schedule 3.15

Intellectual Property

[Attached]

Schedule 3.16(b)

Tangible Personal Property

[Attached]

Exhibit 99.2

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS ( I ) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), ( II ) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT , OR ( III ) THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT .

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, THE HOLDER OF THIS NOTE MAY REQUEST, AND WILL PROMPTLY BE MADE AVAILABLE UPON SUCH REQUEST, THE FOLLOWING INFORMATION WITH RESPECT TO THE NOTE: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY. SUCH INFORMATIO N WILL BE PROVIDED BY THE CHIEF FINANCIAL OFFICER OF APPLIED MINERALS, INC., 110 GREENE STREET, SUITE 1101, NEW YORK, NY 10012.

10% PIK-Election Convertible Note

This Note is one of a series of 10% PIK-Election

Convertible Notes (the “ Series A Notes ”)

FOR VALUE RECEIVED , Applied Minerals, Inc. promises to pay to ____________ or its registered assigns (the “ Holder ”), the principal sum of U. S. $____________, together with any PIK Interest added to the principal amount, accrued and unpaid interest on the outstanding amount thereof and all other amounts owing hereunder on the Stated Maturity Date.

Interest Payment Dates: May 1 and November 1, commencing May 1, 2015.

Record Dates: April 15 and October 15

Issue Date: November 3, 2014 (the “ Issue Date ”).

1.   INTEREST.

Subject to the terms hereof (including Section 7(b)), Applied Minerals, Inc., a Delaware corporation (the “ Issuer ”), promises to pay during the period commencing on the Issue Date through the earlier of the repayment in full of this Note (this “ Note ”) or a Conversion of all outstanding amounts of this Note (including all accrued interest on the Note), interest at the rate of 10% per annum on the principal amount of this Note; provided that the interest rate shall be reduced to 1% per annum on the principal amount of this Note upon the occurrence of the Specified Event.  The Issuer will pay interest on this Note (i) semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2015, or if any such day is a Saturday, Sunday, or day on which banks in New York City are required or authorized by law to close (each, a “ Business Day ”), on the next succeeding day that is a Business Day and such extension of time will be taken into account in calculating the amount of interest payable under this Note and (ii) the Stated Maturity Date (each, an “ Interest Payment Date ”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding April 15 and October 15 (each, a “ Record Date ”). Interest on this Note will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from and including the Issue Date.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuer will pay in kind interest for each interest period on this Note by adding the full amount of interest due on each Interest Payment Date (“ PIK Interest ”) to the principal amount of the Note on each Interest Payment Date, unless it elects to pay interest entirely in cash (“ Cash Interest ”) in accordance with the paragraph below.

If the Issuer elects to pay Cash Interest for an interest period, it must deliver a notice on or prior to the applicable Record Date to the Holder of this Note for the interest payment in cash. 

2.   METHOD OF PAYMENT.

Cash payment of interest or principal may be made in U.S. dollars by check or by wire transfer in accordance with appropriate information supplied by the Holder.

3.   PERSONS DEEMED OWNERS.

The registered Holder of this Note may be treated as its owner for all purposes.

4.   CONVERSION.

(a)      Conversion Right .  The Holder may convert, at any time on or prior to the Stated Maturity Date, all or any part of the outstanding balance of the Note plus all accrued interest on the Note into a number of fully paid and nonassessable shares of Common Stock of the Issuer (“ Conversion Shares ”) by delivery to the Issuer (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder pursuant to Section 19 of this Note) of a duly executed copy of a Notice of Exercise in the form set forth in Exhibit A hereto (the “ Notice of Exercise ”) (provided, however, within five Trading Days of the date said Notice of Exercise is delivered to the Issuer, the Holder shall surrender this Note (or, in lieu thereof, deliver an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Issuer at the address determined in accordance with Section 19).

(c)          The number of Conversion Shares to be issued pursuant to Section 4(a) or Section 4(b) is obtained by: (i) adding (A) the principal amount or portion thereof of this Note to be converted and (B) the amount of any accrued but unpaid interest on the portion of this Note to be converted; and (ii) dividing the result obtained pursuant to clause (i) above by the per share Exercise Price (as defined below) then in effect. The per share exercise price will initially be $0.92 and will be (i) adjusted from time to time pursuant to Section 4(d) and (ii) reduced by $0.10 per share if the Issuer elects to exercise its Extension Option or the occurrence of a Specified Extension occurs on or prior to November 3, 2018 (the “ Exercise Price ”).

N ₀

E = E ₀ x ----------------

N ₁

where:

E     =     the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision, combination or reclassification, as the case may be;

E _⁰      =     the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision, combination or reclassification, as the case may be;

N _⁰      =     the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision, combination or reclassification, as the case may be; and

N _¹      =   the number of shares of Common Stock equal to (i) in the case of a dividend or distribution, the sum of the number of shares outstanding immediately prior to the Open of Business on the Ex-Date for such dividend or distribution plus the total number of shares issued pursuant to such dividend or distribution or (ii) in the case of a subdivision, combination or reclassification, the number of shares outstanding immediately after such subdivision, combination or reclassification.

Such adjustment shall become effective (a) in the case of a dividend or distribution, immediately after the Open of Business on the Ex-Date for such dividend or distribution or (b) in the case of a subdivision, combination or reclassification, immediately after the Open of Business on the effective date for such subdivision, combination or reclassification. If any dividend or distribution or subdivision, combination or reclassification of the type described in this Section 4(e)(ii) is declared or announced but not made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision, combination or reclassification had not been declared or announced, as the case may be.

N ₀ + C/M

E = E ₀ x ------------------

N ₀ + N _A

where:

E     =     the Exercise Price in effect immediately after the Open of Business on the Trading Day of such issuance;

E ₀      =     the Exercise Price in effect immediately prior to the Open of Business on the Trading Day of such issuance;

N ₀      =     the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Trading Day of such issuance;

N _A     =     the number of shares of Common Stock issued and/or issuable upon exercise, conversion or exchange of any Convertible Securities, full physical settlement assumed;

C       =    the total consideration receivable by the Issuer on issuance and/or the exercise, conversion or exchange of any Convertible Securities, full physical settlement assumed; and

M     =    the Five-Day VWAP as of the Trading Day immediately preceding the date on which such issuance is announced.

Such adjustment shall become effective immediately after the Open of Business on the Trading Day of such issuance. In the event that an issuance of such Common Stock or Convertible Securities is announced but such Common Stock or Convertible Securities are not issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such issuance had not been announced.

N ₀ + C/ E ₀

E = E ₀ x --------------------

N ₀ + N _A

where:

Such adjustment shall become effective immediately after the Open of Business on the Trading Day of such issuance. In the event that an issuance of such Common Stock or Convertible Securities is announced but such Common Stock or Convertible Securities are not issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such issuance had not been announced.

M - FMV

E = E ₀ x ----------------------

M

where:

E     =     the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution;

E ₀      =     the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution;

M     =     the Five-Day VWAP as of the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and

FMV     =     the fair value of the portion of such dividend or distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution as determined by the board of directors of the Issuer in good faith.

Such adjustment shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not made, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such distribution had not been declared or announced.

N ₀ x M

E = E ₀ x --------------------------

A + (M x N ₁ )

where:

E     =     the Exercise Price in effect immediately after the Close of Business on the Offer Expiration Date;

E ₀      =     the Exercise Price in effect immediately prior to the Close of Business on the Offer Expiration Date;

N ₀      =     the number of shares of Common Stock outstanding immediately prior to the expiration of the tender offer or exchange offer (prior to giving effect to the purchase or exchange of shares);

N1     =     the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to the purchase or exchange of shares);

A     =     the aggregate cash and fair value of any other consideration payable for shares of Common Stock purchased in such tender offer or exchange offer, as determined by the Board of Directors in good faith; and

M     =     the Five-Day VWAP on the Trading Day immediately following the Offer Expiration Date.

Any adjustment to the Exercise Price pursuant to this Section 4(e)(vii) shall become effective immediately after the Close of Business on the Offer Expiration Date. In the event that the Issuer or a Subsidiary of the Issuer does not purchase shares of Common Stock pursuant to any such tender offer or exchange offer, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such tender offer or exchange offer had not been made.

The Note is not redeemable by the Issuer prior to the Stated Maturity Date, other than pursuant to a Conversion pursuant to Section 4.

7.   EVENTS OF DEFAULT.

(a)      The occurrence of any one or more of the following shall constitute an “ Event of Default ”:

(i)       The Issuer shall default (A) in payment of the principal amount or (B) any interest thereon of the Note or any other amount payable hereunder and such breach shall not be cured within three (3) Business Days from the date on which such amounts shall become due;

(ii)      The Issuer shall be in violation, breach or default of, or shall fail to perform, observe or comply with (A) any covenant, obligation or agreement set forth in Section 4, Section 8(a)(xi)(1), Section 8(b), Section 10 of this Note, or (B) any other covenant, obligation or agreement set forth in this Note and such breach shall not be cured within ten (10) Business Days from the earlier to occur of (x) the date upon which written notice thereof is given to the Issuer of such breach, default, violation or failure or (y) the date upon which an officer of the Issuer becomes aware of such breach, default, violation or failure;

(iii)     Any representation, statement, warranty or certification made by the Issuer in this Note, or which is contained in any certificate, document or financial or other statement furnished at any time under this Note, shall not be true and correct in all material respects, or shall have been false or misleading in any material respect, on the date when made (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects and shall not be false or misleading in any respect);

(iv)     The Issuer or any of its Subsidiaries shall (A) file a petition under any insolvency statute, (B) make a general assignment for the benefit of its creditors, (C) commence or consent to a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property, (D) file a petition seeking reorganization or liquidation or similar relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief law from time to time in effect affecting the rights of creditors generally, as amended from time to time (collectively, “ Debtor Relief Law ”), or any other applicable law or statute, (E) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, whether at stated maturity or otherwise or (F) takes any action to effectuate or authorize any of the foregoing;

(v)      (A) A court of competent jurisdiction shall (1) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Issuer or any of its Subsidiaries or the whole or any substantial part of any such Person’s properties, (2) shall approve a petition filed against the Issuer or any of its Subsidiaries seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other applicable law or statute, or (3) under the provisions of any Debtor Relief Law or other applicable law or statute, assume custody or control of the Issuer or any of its Subsidiaries or of the whole or any substantial part of any such Person’s properties, or (B) there is commenced against the Issuer or any of its Subsidiaries any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other applicable law or statute and either (1) such proceeding or petition is not unconditionally dismissed within forty-five (45) calendar days after the date of commencement, or (2) the Issuer or any of its Subsidiaries takes any action to indicate its approval of or consent to such proceeding or petition;

(vi)     Any Issuer or any of its Subsidiary (A) fails to make any payment in respect of (w) the Series 2023 Notes, (x) Replacement Financing, (y) Subordinated Indebtedness or (z) any other Indebtedness (other than the obligations under the Series A Notes) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity, or cash collateral in respect thereof to be demanded;

(vii) One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against the Issuer or any of its Subsidiaries involving in the aggregate a liability of $100,000 or more (excluding amounts covered by insurance to the extent the relevant independent third-party insurer has not denied coverage therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

(viii)   One or more non-monetary judgments, orders or decrees shall be rendered against the Issuer or any of its Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(ix)     Any material provision of this Note shall cease to be in full force and effect or the Issuer shall so assert; or

(x)       A Material Adverse Effect shall occur.

(b)     Remedies Upon an Event of Default .  In the event an Event of Default occurs, the Issuer shall file a Current Report on Form 8-K as required by Item 2.04 of Form 8-K of the Securities Act as it may be amended from time to time and under any successor provision.

If an Event of Default occurs, the Holder of this Note may, in its sole discretion, declare by written notice to the Issuer all of this Note, including all amounts due hereunder, to be due and payable immediately; provided , however , that upon the occurrence of any event specified in Section 7(a)(iv) or Section 7(a)(v) above, all amounts due hereunder, including all accrued and unpaid interest, shall automatically become due and payable without further act of the Holder. In addition to any remedy the Holder may have under this Note, upon the occurrence of an Event of Default, the rate of interest on the outstanding principal amount of the Note shall increase to 15% per annum as of the date of the first occurrence of any Event of Default.  Nothing in this Section 7(b) shall limit any other rights the Holder may have under this Note.  If there is a breach of the covenant in Section 10 after a Conversion of this Note, the Holder as of the time of Conversion shall have injunctive remedies available to prevent an Event of Default and damage remedies in the event of an Event of Default.

8 .    COVENANTS.

(a)      Affirmative Covenants .  The Issuer covenants and agrees that, without the approval of the holders of Series A Notes, by majority vote based on their percentage ownership of the total principal amount of Series A Notes then outstanding, until the earlier of (i) a Conversion of all outstanding amounts under this Note pursuant to Section 4 or (ii) the full performance and satisfaction, and payment in full of this Note, interest thereon and all other obligations hereunder in accordance with the terms hereof:

(i)      Payment .  The Issuer shall make full and timely payment of principal and interest on this Note and all other obligations hereunder.

(ii)      Conduct of Business ; Preservation of Corporate Existence, Etc .  The Issuer shall, and shall cause each of its Subsidiaries (other than Park Copper and Gold Mining Company Limited so long as such Subsidiary conducts no business and has no assets) to, (A) conduct their business in accordance with good business practices customary to their industry and engage principally in the same or similar lines of business, it being understood that the business of the Issuer and its Subsidiaries may change and develop over time and may include joint ventures permitted hereunder, in each case, in compliance with all material laws, statutes, rules, regulations, ordinances and tariffs applicable to the Issuer and its Subsidiaries; (B) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable; (C) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (D) use its commercially reasonable efforts, in the ordinary course of business, to preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(iii)      Maintenance of Property . The Issuer shall, and shall cause each of its Subsidiaries to, maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(iv)      Insurance . The Issuer shall, and shall cause each of its Subsidiaries to, maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the Property and businesses of the Issuer and such Subsidiaries (including policies of life, fire, theft, product liability, public liability, flood insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Issuer) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Issuer and its Subsidiaries.

(v)      Payment of Obligations . The Issuer shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to be performed, all their respective obligations and liabilities, including (A) all tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person; (B) all lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person; and (C) the performance of all obligations under any Contractual Obligation to the Issuer or any of its Subsidiaries is bound, or to which it or any of its Property is subject; except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(vi)      Compliance with Laws . The Issuer shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(vii)     Inspection of Property and Books and Records . The Issuer shall, and shall cause each of its Subsidiaries to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. The Issuer shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance written notice: (a) provide access to such property to Holder, as frequently as Holder determines to be appropriate and (b) permit Holder to audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Issuer’s or such Subsidiaries’ books and records, in each instance, at the Issuer’s expense; provided that Holder shall not exercise such rights under this Section 7(a)(vii) more often than one (1) time during any calendar year absent the existence of an Event of Default.

(viii)    Use of Proceeds . The Issuer shall use the proceeds of the Notes for working capital needs and general corporate purposes of the Issuer and its Subsidiaries.

(ix)        Environmental and Mining Matters . The Issuer shall, and shall cause each of its Subsidiaries to, (A) comply with all applicable Environmental Laws and Mining Laws or that is required by orders and directives of any Governmental Authority, and (B) comply with and obtain and renew all material permits, licenses and other approvals required pursuant to Environmental Law or Mining Law, as applicable, except, in each case, where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(x)        Certificates; Other Information . The Issuer shall furnish to the Holder:

(1)     concurrently with the filing or delivery of financial statements under Section 10, a certificate of an officer of the Issuer certifying that no Default or Event of Default has occurred or, if a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;

(2)     promptly after the same are sent, copies of all financial statements, reports, information and other documents which the Issuer sends to its shareholders or other equity holders or holders of Series 2023 Notes, as applicable, and generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which the Issuer may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(3)     as soon as available and in any event no later than the last day of each fiscal year of the Issuer, projections of the Issuer and its Subsidiaries, consolidated and consolidating financial performance for the forthcoming fiscal year on a month by month basis; and

(4)     promptly, such additional business, financial, corporate affairs and other information as Holder may from time to time reasonably request.

(xi)      Notices . The Issuer shall notify promptly Holder of each of the following (and in no event later than three (3) Business Days after an officer of the Issuer obtains knowledge thereof): (1) the occurrence or existence of any Default of Event of Default and (2) any other development that is not a matter of general public knowledge that has had, or would reasonably be expected to have, a Material Adverse Effect.

(b)    Negative Covenants .  The Issuer covenants and agrees that, without the approval of the holders of Series A Notes, by majority vote based on their percentage ownership of the total principal amount of Series A Notes then outstanding, until the earlier of (i) a Conversion of all outstanding amounts under this Note pursuant to Section 4 or (ii) the full performance and satisfaction, and payment in full of this Note, interest thereon and all other obligations hereunder in accordance with the terms hereof, the Issuer shall not, and shall not permit any Subsidiary to:

(i)     Indebtedness .  Create, incur, assume or suffer to exist any Indebtedness, other than (A) Indebtedness not to exceed $3,000,000 in the aggregate at any time outstanding consisting of Capital Lease Obligations; (B) the Series 2023 Notes in a principal amount not to exceed $10,500,000 plus any PIK Notes as defined and issued under the Series 2023 Notes; (C) the Series A Notes plus any accrued interest thereon; (D) other unsecured Indebtedness of the Issuer in a principal amount not to exceed $10,500,000 plus any accrued interest thereon (including any interest paid in kind) so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) all outstanding amounts under each Series 2023 Note shall have been converted into the Common Stock of the Issuer pursuant to the terms of such Series 2023 Note prior to the date on which such Indebtedness is incurred, (3) the maturity date of such Indebtedness shall not be earlier than the maturity date under the Series 2023 Notes, (4) such Indebtedness is not subject to scheduled amortization, redemption, sinking fund or other payment in cash prior to the maturity date of such Indebtedness, (5) such Indebtedness does not include any terms that are more restrictive or onerous on the Issuer or its Subsidiaries in any respect than any comparable term in this Note, (6) such Indebtedness shall only be guaranteed by a party that is providing a guarantee of this Note, (7) such Indebtedness shall have an interest rate less than or equal to 10% and (8) if applicable, the exercise price, strike price or similar term with respect to the conversion of such Indebtedness into the Common Stock of the Issuer shall be greater than or equal $1.40 and shall be subject to the adjustments on the same terms as the Series 2023 Notes (the “ Replacement Financing ”); (E) other unsecured Indebtedness of the Issuer so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) such Indebtedness is subordinated to the obligations under this Note as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, satisfactory to the holders of the Series A Notes holding a majority of the total principal amount of Series A Notes then outstanding, (3) the maturity date of such Indebtedness shall not be earlier than the maturity date under this Note, (4) such Indebtedness is not subject to scheduled amortization, redemption, sinking fund or other payment in cash prior to the maturity date of such Indebtedness and (5) such Indebtedness shall only be guaranteed by a party that is providing a guarantee of this Note (“ Subordinated Indebtedness ”); (F) Indebtedness not to exceed $10,000,000 in the aggregate at any time outstanding consisting of vendor financing obtained in the ordinary course so long as such Indebtedness does not exceed 100% of the cost of property purchased in connection with such vendor financing and (G) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations incurred in the ordinary course of business.

(ii)   Liens .  Create, incur, assume or suffer to exist any Liens (as defined below) on any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, other than:

(iii)     Transfer of Assets .  Sell, lease, transfer, assign or otherwise dispose of (for purposes of this subsection, the term “ Sale ” includes any of the foregoing) any interest in any Property, other than (A) the Sale of assets formerly used in the contract mining business and the Sale of timber or mining properties or assets, other than the assets related to the Dragon Mine; (B) the Sale of worn-out or surplus equipment deemed no longer necessary for the conduct of the business in the ordinary course of business; (C) the Sale of assets to a Subsidiary; (D) the Sale of assets to any joint venture; provided that aggregate fair market value of all assets sold, leased transferred, assigned or otherwise disposed of under this clause (D) shall not exceed $1,000,000; (E) the Sale of Inventory (as defined under the Uniform Commercial Code as in effect from time to time in the State of New York); or (F) the Sale or issuance of securities or equity interests in Subsidiaries to employees or consultants as compensation for services in the ordinary course of business in an amount not to exceed $3.0% of the outstanding capital stock of the Issuer as of the Issuer Date, as adjusted for any subdivision (by unit split, subdivision or otherwise) or combination (by any reverse unit split or otherwise) of the capital stock of the Issuer in any fiscal year.

(iv)       Investments . (A) Purchase or acquire, or make any commitment to purchase or acquire any securities or equity interests, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (B) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (C) make or purchase or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including the Issuer, any Affiliate of the Issuer or any Subsidiary of the Issuer (the items described in clauses (A), (B) and (C) are referred to as “ Investments ”); except (1) Investments in any joint ventures not in excess of $1,000,000 in the aggregate.

(v)        Transactions with Affiliates . Enter into any transaction with any Affiliate of the Issuer or its Subsidiaries, other than (A) as expressly permitted by this Note; (B) in the ordinary course of business and pursuant to the reasonable requirements of the business of the Issuer and its Subsidiaries upon fair and reasonable terms no less favorable to the Issuer or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Issuer or such Subsidiary and, to the extent any such transaction or series of transactions involves an amount in excess of $1,000,000, the terms of which are disclosed in writing to the Holder; (C) the payment of reasonable compensation (including severance payments, grants of options and restricted stock) to officers and employees for actual services rendered to the Issuer and its Subsidiaries in the ordinary course of business; provided that any grants of options and restricted stock as compensation permitted under this clause (C) shall not exceed 3.0% of the outstanding capital stock of the Issuer as of the Issuer Date, as adjusted for any subdivision (by unit split, subdivision or otherwise) or combination (by any reverse unit split or otherwise) of the capital stock of the Issuer in any fiscal year and (D) the issuance of the Series 2023 Notes and PIK Notes (as defined under the Series 2023 Notes) in accordance with Section 8(b)(i)(B).

(vi)       Restricted Payments . (A) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any securities or equity interest, (B) purchase, redeem or otherwise acquire for value any securities or equity interest issued by the Issuer or any of its Subsidiaries now or hereafter outstanding or (C) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, conversion, release, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, the Series 2023 Notes, Replacement Financing, Subordinated Indebtedness or any other Indebtedness (other than Capital Lease Obligations permitted hereunder and Indebtedness incurred pursuant to Section 8(b)(i)(F)) (the items described in clauses (A), (B) and (C) above are referred to as “ Restricted Payments ”); except:

(vii)      Change in Business, Structure, Accounting Etc. . (A) Engage in any line of business substantially different from those lines of business carried on by it on the Issue Date, other than any business or business activity reasonably incidental, related, complementary or ancillary thereto and it being understood that the business of the Issuer and its Subsidiaries may change and develop over time; (B) permit Park Copper and Gold Mining Company Limited to engage in any business or business activity or hold any asset, other than customary actions directly related to the dissolution, liquidation or winding up of the affairs of such Subsidiary; (C) amend any of its Organizational Documents in any manner materially adverse to the Holder; (D) form or acquire any Subsidiary or (E) make any significant change in accounting treatment or reporting practices, except as required or permitted by GAAP or the rules or policies of the Securities and Exchange Commission.

(viii)     Amendments to Series 2023 Notes or Other Indebtedness . Change or amend the terms of (A) the Series 2023 Notes or (B) any agreement, instrument or other document governing or evidencing any other Indebtedness of the Issuer or its Subsidiaries (including Replacement Financing and Subordinated Indebtedness), other than any agreement, instrument or other document governing Capital Lease Obligations permitted hereunder and Indebtedness incurred pursuant to Section 8(b)(i)(F).

(ix)      Negative Pledges . Create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of Issuer or its Subsidiaries to pay dividends or make any other distribution on any of the Issuer’s or such Subsidiaries securities or equity interest or to pay fees or make other payments and distributions to the Issuer or any other Subsidiary. The foregoing shall not apply to restrictions imposed by any applicable Requirements of Law.

(x)       OFAC; Patriot Act . Fail to comply with the laws, regulations and executive orders referred to in Sections 3.24 and 3.25 of the Investment Agreement.

9. REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

    The Issuer hereby represents and warrants to the Holder that the representations and warranties as made in the Investment Agreement are true and correct on each date as required under the Investment Agreement.

10.   ADDITIONAL COVENANT .

In the event the Issuer deregisters its Common Stock under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or fails to timely file any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or other report, statement or document required under the Exchange Act on or after the Issue Date, the Issuer shall promptly ((i) in the case of quarterly reports, no later than 45 days following the end of each of the first three fiscal quarter of each fiscal year and (ii) in the case of annual reports, no later than 90 days following the end of each fiscal year) provide to the Holder copies of the quarterly and annual reports in form and substance acceptable to the Holder and such other information as is reasonably requested by the Holder at any time and from time to time.

11.  T RANSFER OF NOTE.

This Note shall be binding upon the Issuer and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns.  The obligations of the Issuer under this Note may not be assigned or transferred by the Issuer without the written consent of the Holder in its sole discretion.  The Holder may transfer, assign, pledge this Note or assign or transfer some or all of its rights hereunder subject to compliance with applicable laws and the Registration Rights Agreement, without the consent of the Issuer.  Upon due presentment for registration of transfer of this Note, the Issuer will execute, register and deliver in exchange a new Note or Notes registered in the name of the transferee(s) equal in aggregate principal amount of the Note.

12   GOVERNING LAW AND JURISDICTION.

THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK OTHER THAN THOSE THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

The Issuer irrevocably consents to the exclusive jurisdiction of the United States federal courts and the state courts located in the County of New York, State of New York in any suit or proceeding based on or arising under this Note and irrevocably agrees that all claims in respect of such suit or proceeding shall be determined in such courts.  The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding.  The Issuer further agrees that service of process upon the Issuer mailed by first class mail shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding.  The Issuer agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.  Nothing herein shall affect the right of the Holder to institute suit and conduct an action in any other appropriate manner, jurisdiction or court or to serve process in any other manner permitted by law.   THE ISSUER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

13.   ISSUER’S WAIVERS.

The Issuer, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) any defense based upon an election of remedies by the Holder which may destroy or otherwise impair any subrogation or other rights of the Issuer or other guarantor or endorser of this Note; (b) any duty on the part of the Holder to disclose any facts or other data the Holder may now or hereafter know; (c) acceptance or notice of acceptance of this Note by the Issuer; (d) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (e) protest and notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder.

 14 .   AMENDMENT; WAIVER.

All amendments or modifications of any of the terms hereof shall be made or effected only with the written consent of the Issuer and the holders of the Series A Notes, by majority vote based on their percentage ownership of the total principal amount of Series A Notes then outstanding, such modifications being made to all of the Series A Notes.  All waivers of any of the terms hereof (including, but not limited to, any waiver of an Event of Default), shall be made or effected only with the written consent of the holders of the Series A Notes, by majority vote based on their percentage ownership of the total principal amount of Series A Notes then outstanding.

15 .   REPLACEMENT OF NOTE.

Upon receipt of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction, or mutilation of this Note by the Holder, the Issuer shall issue a replacement instrument, at the Issuer’s expense, representing such Note in lieu of such lost, stolen, destroyed, or mutilated instrument; provided  that the Holder agrees to indemnify the Issuer for any losses incurred by the Issuer with respect to such lost instrument (other than the cost of issuing the new instrument).

16.   PAYMENT SET ASIDE.

To the extent that the Issuer makes a payment or payments to the Holder hereunder or the Holder enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Issuer, by a trustee, receiver or any other Person under any law (including any bankruptcy law, U.S. state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

17.   COST OF COLLECTION.

If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent the Holder in any bankruptcy, reorganization, receivership of the Issuer or other proceedings affecting Issuer creditors’ rights and involving a claim under this Note; or (c) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, then the Issuer shall pay the costs incurred by the Holder for such collection, enforcement or action, including reasonable attorneys’ fees and disbursements, unless the court awards damages to the Issuer in which case the Issuer will not pay the costs of collection.

18.   REMEDIES CUMULATIVE.

The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Issuer to comply with the terms of this Note.  The Issuer acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder of the Note and that the remedy at law for any such breach may be inadequate.  The Issuer therefore agree, in the event of any such breach or threatened breach, that the Holder of the Note shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

 19 .   NOTICES.

Unless otherwise provided, any notice required or permitted under this Note will be given in writing and will be deemed effectively given and delivered upon personal delivery to the party to be notified or upon deposit with the United States Post Office, by registered, certified mail, Federal Express, or other express courier, postage prepaid and addressed to (i) the Issuer at 110 Greene Street, Suite 1101, New York, NY or at such other address as the Issuer may designate by giving ten (10) calendar days advance written notice to the Holder and such other Persons as Holder may reasonably designate at the Holder’s and/or such other Person’s address as may be specified on Exhibit B hereto or at such other address as the Holder may designate by giving ten (10) calendar days advance written notice to the Issuer.

20.   SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS.

Section 16, Section 17, and Section 21, the covenants (other than those set forth in Section 8), the representations and warranties and other statements of the Issuer set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Holder, and will survive delivery of, payment for, and Conversion of this Note.

21.   EXPENSES.

The Issuer will pay all fees and expenses of the Holder incurred in investigating, development, preparation, negotiating, execution and interpretation of this Note and the Registration Rights Agreement, including without limitation, its fees and expenses of legal counsel; provided that the fees and expenses of legal counsel shall not exceed $30,000.

22.   USA PATRIOT ACT .

Holder hereby notifies the Issuer that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies each Issuer and its Subsidiaries, which information includes the name and address of the Issuer and its Subsidiaries and other information that will allow such Holder to identify the Issuer and its Subsidiaries in accordance with the Patriot Act.

23.  DEFINITIONS. Defined terms in this Notes, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings ascribed to such terms in Appendix A . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement and the appendices, exhibits and disclosure schedules hereto.

[Signature Page to Follow]

      IN WITNESS HEREOF, Applied Minerals, Inc. has caused this instrument to be duly executed.

Dated: 

EXHIBIT A

NOTICE OF EXERCISE

TO: Applied Minerals, Inc.

The Conversion Shares shall be delivered to the following Depository Trust Company Deposit Withdrawal Agent Commission Account Number or by physical delivery of a certificate to:

EXHIBIT B

NOTICES

HOLDER’S OR HOLDER’S DESIGNEE-FOR-NOTICE’S NAME AND ADDRESS

_________________________________________

_________________________________________

_________________________________________

_________________________________________

“ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the securities or equity interests of any Person or otherwise causing any Person to become a Subsidiary of the Issuer, or (c) a merger or consolidation or any other combination with another Person.

“ Affiliate ” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Holder shall be an Affiliate of the Issuer or its Subsidiaries solely by reason of the provisions of this Note. For purposes of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the voting stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise

“ Capital Lease ” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“ Capital Lease Obligations ” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“ Change of Control ” shall mean (i) any consolidation or merger of the Issuer with or into any other corporation or other entity or Person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Issuer immediately prior to such consolidation, merger or reorganization continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization, (ii) any transaction or series of related transactions to which the Issuer is a party in which in excess of 50% of the Issuer’s voting power is transferred or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Issuer.

“ Close of Business ” means 5:00 p.m. New York City time.

“ Common Stock ” means the common stock of the Issuer with a par value of $0.001 per share.

“ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

“ Contractual Obligations ” means, as to any Person, any provision of any security (whether in the nature of stock or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than this Note) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

“ Conversion ” means a conversion of all or any part of the outstanding balance of the Note plus all accrued interest on the Note into Conversion Shares pursuant to Sections 4(a) or 4(b).

“ Convertible Securities ” means any rights, options, warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock.

“ Default ” means any event or circumstance that, with the passing of time or the giving of notice, or both, would (if not cured or otherwise remedied during such time) become an Event of Default.

“ Dragon Mine ” means the property consisting of approximately 267 acres in the Juab County, Utah more fully described in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 14, 2014.

“ Effective Consideration ” means the amount paid or payable to acquire shares of Common Stock (or, in the case of Convertible Securities, the amount paid or payable to acquire the Convertible Security, if any, plus the exercise price for the underlying Common Stock).

“ Environmental Law ” means all Requirements of Law and permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval statutes, including the Comprehensive Environmental Response Compensation and Liability Act, as amended, the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act and the Hazardous and Solid Waste Amendments, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water Act and any similar or analogous statutes, regulations and decisional law of any Governmental Authority.

“ Event of Default ” has the meaning specified in Section 7.

“ Ex-Date ” means (i) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the VWAP was obtained without the right to receive such issuance or distribution, and (ii) when used with respect to any subdivision, split, combination or reclassification of shares of Common Stock, means the first date on which the Common Stock trades, regular way, on such exchange or in such market after the time at which such subdivision, split, combination or reclassification becomes effective.

“ Extension Option ” shall have the meaning assigned to such term in the definition of “Stated Maturity Date”.

“ Five-Day VWAP ” means the VWAP for the immediately preceding five consecutive Trading Days.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority within the accounting profession) that are applicable to the circumstances as of the date of determination.

“ Governmental Authority ” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity and any self-regulatory organization.

“ Indebtedness ” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services, including earnouts; (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own stock or equity interests (or any stock or equity interests of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Stated Maturity Date, valued at, in the case of redeemable preferred stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such stock plus accrued and unpaid dividends; (i) all indebtedness incurred in connection with vendor financing; (j) all indebtedness referred to in clauses (a) through (i) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (k) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. For the avoidance of doubt, notwithstanding anything to the contrary in the foregoing, operating leases, trade payables, deferred credit or accrued liability arising from the purchase of goods or materials or for services obtained in the ordinary course of business shall not constitute Indebtedness.

“ Investment Agreement ” means the Investment Agreement, dated as of November 3, 2014, among the Issuer and the investors party thereto, as amended, restated, supplemented or modified from time to time.

“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including without limitation, those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“ Market Price ” means the closing market price of the Common Stock (on the Trading Market or, if the Common Stock currently is trading on multiple Trading Markets, the principal Trading Market for the Common Stock).

“ Material Adverse Effect ” means any state of fact, condition, change, effect, development, occurrence or event with respect to the Issuer (each, an “ Event ”) that, individually or in the aggregate, (i) results in or could reasonably be expected to result in a material adverse effect on the business, assets, liabilities, properties, condition (financial or otherwise) or results of operations of the Issuer, or (ii) prevents or materially impedes the ability of the Issuer to perform its or their obligations under this Note; provided , however , that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect pursuant to clause (i) above: (A) any Events generally affecting the industries in which the Issuer primarily operates (but only to the extent such Event does not affect the Issuer in a manner disproportionate to other firms in such industries) or the economy, or financial or capital markets, in the United States; (B) any Events arising from or otherwise relating to any war (whether or not declared), national or international hostilities, sabotage or terrorism; and (C) any Events resulting from changes in the market price or trading volume of the Issuer Common Stock ( provided that the facts or occurrences giving rise to or contributing to such changes that are not otherwise excluded from this definition of “Material Adverse Effect” shall not be excluded in determining whether there has been a Material Adverse Effect).

“ Mining Laws ” shall mean any and all applicable current or future foreign or domestic, federal, state or local (or any other subdivision) laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including common law), regulating, relating to or imposing liability or standards of conduct concerning surface or subsurface mining operations and activities, and collection, treatment or disposal of mine drainage.

“ Open of Business ” means 9:00 a.m. local New York City time.

“ Organization Documents ” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other similar Persons, or the designation, amount or relative rights, limitations and preference of the equity interests of a Person.

“ Person ” means shall be construed broadly and shall include an individual, a trust, a corporation, a partnership, an association, a joint venture, a limited liability company, a joint stock company, an unincorporated organization and a Government Authority.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“ Requirement of Law ” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Registration Rights Agreement ” shall have the meaning specified to such term in the Investment Agreement.

“ Series 2023 Notes ” means the series of 10% PIK-Election Convertible Notes due 2023 issued by Applied Minerals, Inc. on August 2, 2013.

“ Specified Event ” means the event that may occur after the second anniversary of the Issuer Date if: (i) any amounts under the Series 2023 Notes or any Replacement Financing are outstanding, (ii) the VWAP for the preceding 30 consecutive Trading Days as determined by the Board of Directors of the Issuer in good faith is in excess of the Exercise Price, (iii) the closing Market Price of the Common Stock is in excess of the Exercise Price on the date immediately preceding the date on which the Specified Event occurs, (iv) no Default or Event of Default has occurred and is continuing and (v) the Issuer has delivered a certificate to each holder of Series A Notes certifying that the conditions set forth in clauses (i) through (iv) above have been met.

“ Specified Extension ” shall have the meaning assigned to such term in the definition of “Stated Maturity Date.

“ Stated Maturity Date ” means November 3, 2018, provided that the Stated Maturity Date may be extended to November 3, 2019 at the option of the Issuer (the “ Extension Option ”) if (i) the Issuer has delivered written notice of its exercise of the Extension Option to the Holder not more than ninety (90) nor less than thirty (30) days prior to November 3, 2018 and (ii) the Issuer has delivered a certificate, dated as of November 3, 2018, certifying that no Default or Event of Default has occurred and is continuing; provided , further that the Stated Maturity Date shall be extended to the maturity date of the Series 2023 Notes or any Replacement Financing, as applicable, upon the occurrence of a Specified Event (“ Specified Extension ”).

“ Subsidiary ” means, as to the Issuer, any entity in which more than 50% of all equity, membership, partnership or other ownership interests is owned directly or indirectly by the Issuer and/or one or more of the Subsidiaries.

“ Trading Day ” means a day on which the Common Stock is traded on a Trading Market.

“ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: OTCBB, OTCQX, OTCQB, OTC Pink, The NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, or the New York Stock Exchange).

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies:

Schedule 8(b)(ii)(1) – Existing Liens

None.

Schedule 8(b)(ii)(5) – Permitted Liens

None.

Exhibit 99.3

REGISTRATION RIGHTS AGREEMENT

between

applied minerals, inc.

and

the Investor party hereto

Dated November 3, 2014

Table of Contents

Page

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of _______, 2014, by and among Applied Minerals, Inc., a Delaware corporation (the “ Company ”), and _________ (the “ Investor ” ). The Company and the Investor are sometimes referred to herein collectively as the “ Parties ” and each of them individually, as a “ Party ”.

WHEREAS, this Agreement is made pursuant to the Investment Agreement, dated as of the date hereof, by and among the Company and the Investor (the “ Investment Agreement ”).

NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 

1.           Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Advice ” shall have the meaning set forth in Section 8(h) .

“ Affiliate ” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person.

“ Affiliate Shareholder ” shall have the meaning set forth in Section 5 .

“ Affiliate Shares ” shall have the meaning set forth in Section 5 .

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Allowable Grace Period ” shall have the meaning set forth in Section  2(e) .

“ Chosen Courts ” shall have the meaning set forth in Section 8(l) .

“ Commission ” means the Securities and Exchange Commission.

“ Common Shares ” means shares of the common stock of the Company, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified.

“ Company ” shall have the meaning set forth in the Preamble.

“ Conversion Shares ” has the meaning set forth in the Investment Agreement.

“ Effective Date ” means the date that the Registration Statement filed pursuant to Section  2(a) is first declared effective by the Commission.

“ Effectiveness Deadline ” means, with respect to the Initial Registration Statement or the New Registration Statement, 120 days after the date hereof; provided, however , that if the Company is notified by the Commission that the Initial Registration Statement will not be reviewed, the Effectiveness Deadline as to such Registration Statement shall be the second Trading Day following the date that such notice is received by the Company; provided, further, however , that if the Company is notified by the Commission that the Initial Registration Statement will be reviewed and thereafter the Company is notified that the Registration Statement is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5 ^th ) Trading Day following the date on which the Company is so notified so long as such date shall not be after 120 days after the date hereof; provided, further , that if the Effectiveness Deadline falls on a date on which the Initial Registration Statement is not eligible to be declared effective under applicable rules and regulations of the Commission, the Effectiveness Deadline shall be extended to the first Trading Day on which such Initial Registration Statement is so eligible to be declared effective by the Commission.

“ Effectiveness Period ” shall have the meaning set forth in Section  2(b) .

“ Event ” shall have the meaning set forth in Section  2(c) .

“ Event Date ” shall have the meaning set forth in Section  2(c) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Filing Deadline ” means, with respect to the Initial Registration Statement required to be filed pursuant to Section  2(a) , ninety days after the date hereof.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc. or any successor Person.

“ First Priority Investor ” shall have the meaning set forth in Section 5 .

“ Grace Period ” shall have the meaning set forth in Section  2(e) .

“ Indemnified Party ” shall have the meaning set forth in Section  7(c) .

“ Indemnifying Party ” shall have the meaning set forth in Section  7(c) .

“ Initial Registration Statement ” means the initial Registration Statement filed pursuant to Section  2(a) of this Agreement.

“ Investment Agreement ” shall have the meaning set forth in the Recitals.

“ Investor ” shall have the meaning set forth in the Preamble.

“ Liquidated Damages ” shall have the meaning set forth in Section  2(c) .

“ Losses ” shall have the meaning set forth in Section  7(a) .

“ Notes ” has the meaning set forth in the Investment Agreement.

“ New Registration Statement ” shall have the meaning set forth in Section  2(a) .

“ Party ” shall have the meaning set forth in the Preamble.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Principal Market ” means any Trading Market on which the Common Shares are primarily listed on and quoted for trading, if any.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Registrable Securities ” means all of the (i) Common Shares, (ii) Conversion Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing now owned or hereafter acquired by the Investor; provided , that such securities shall cease to be Registrable Securities upon the earliest to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such securities sold shall cease to be a Registrable Securities); or (B) becoming eligible for sale without restriction under Rule 144 by the Investor.

“ Registration Statements ” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“ Remainder Registration Statement ” shall have the meaning set forth in Section  2(a) .

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Trading Day ” means (i) a day on which the Common Shares are listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board), or (ii) if the Common Shares are not listed on a Trading Market (other than the OTC Bulletin Board or “pink sheets”), a day on which the Common Shares are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Shares are not quoted on any Trading Market (other than the “pink sheets”), a day on which the Common Shares are quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided , that in the event that the Common Shares are not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business..

“ Trading Market ” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or the “pink sheets” on which the Common Shares are listed or quoted for trading on the date in question.

2.              Registration .

(a)          On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities then owned by the Investor for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investor may reasonably specify (the “ Initial Registration Statement ”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering pursuant to Section 2(f) ) subject to the provisions of Section  2(e) and shall contain a “Plan of Distribution” section, which section shall be subject to the review and consent of the Investor. Notwithstanding the registration obligations set forth in this Section  2 , in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Investor thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “ New Registration Statement ”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however , that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “ Remainder Registration Statements ”).

(b)          The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline. The Company shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Investor or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold without restriction by the Investor under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “ Effectiveness Period ”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Investor via facsimile or email of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Trading Day of the Effective Date. The Company shall, by 9:30 a.m. New York City Time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as and if required by Rule 424(b). Failure to so notify the Investor on or before the second Trading Day after such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section  2(c) .

(c)          If (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date, (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective or (B) the Investor is not permitted to utilize the Prospectus therein to resell such Registrable Securities other than during an Allowable Grace Period (any such failure or breach in clauses (i) through (iii) above being referred to as an “ Event ,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such Allowable Grace Period is exceeded being referred to as an “ Event Date ”), then as the exclusive monetary damages (for the avoidance of doubt, this provision shall not limit any non-monetary rights the Investor may have hereunder or under applicable law), the Company shall pay to the Investor in the aggregate, as liquidated damages and not as a penalty (“ Liquidated Damages ”), (i) 1% of the aggregate principal amount of the Notes multiplied by a fraction, (1) the numerator of which is the number of Conversion Shares that would be issued upon full conversion of the Notes (subject to equitable adjustments set forth in Section 8(b) ) minus the number of Conversion Shares that have been disposed of by the Investor as of the Event Date and (2) the denominator of which is the number of Conversion Shares that would be issued upon full conversion of the Notes (subject to equitable adjustments set forth in Section 8(b) ) and (ii) for each subsequent 30-day period in which the Event remains uncured, an additional 1% of the aggregate principal amount of the Notes multiplied by a fraction, (1) the numerator of which is the number of Conversion Shares that would be issued upon full conversion of the Notes (subject to equitable adjustments set forth in Section 8(b) ) minus the number of Conversion Shares that have been disposed of by the Investor as of the date on which such 30-day period ends and (2) the denominator of which is the number of Conversion Shares that would be issued upon full conversion of the Notes (subject to equitable adjustments set forth in Section 8(b) ). The Parties agree that notwithstanding anything to the contrary herein or in the Investment Agreement, no Liquidated Damages shall be payable for any period after the expiration of the Effectiveness Period. All Liquidated Damages shall be paid to the Investor within two (2) Trading Days of first becoming due, with such Liquidated Damages to be allocated between the Investor in its sole discretion. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. The right to receive the Liquidated Damages under this Section 2(c) shall be the Investor’s exclusive remedy for any failure by the Company to comply with the provisions of this Section 2 .

(d)          Except with respect to the filing of the Initial Registration Statement, at least ten Trading Days prior to the anticipated filing date of a Registration Statement under this Agreement, the Company will notify each Investor of any information relating to it other than the information previously provided, if any, required to be included in such Registration Statement which information shall be delivered to the Company promptly upon request and, in any event, within five Trading Days prior to the applicable anticipated filing date.

(e)          Notwithstanding anything to the contrary herein, at any time after any Registration Statement has been declared effective by the Commission, the Company may notify the Investor in writing that the use of the Prospectus included in the Registration Statement may not be used for the resale of the Common Shares or Conversion Shares because of the need to file a document that will be incorporated by reference into a supplement to the Prospectus or a post-effective amendment to the Registration Statement (such period of time between the receipt of such written notice and the filing of such document hereinafter is referred to as the “ Grace Period ”). The Company may delay taking the action in the preceding sentence if the reason for the Grace Period is material, non-public information and disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company ( provided, however , the Company shall promptly (i) notify the Investor in writing of the existence of the material non-public information giving rise to a Grace Period ( provided that the Company shall not disclose the content of such material non-public information to the Investor) or the need to file a supplement or post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Investor in writing of the date on which the Grace Period ends; provided, further , that no single Grace Period shall exceed 30 consecutive days, and during any 365 day period, the aggregate of all Grace Periods shall not exceed an aggregate of 60 days (each Grace Period complying with this provision being an “ Allowable Grace Period ”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the earlier of (A) the date the Investor receives the notice referred to in clause (i) above and (B) the date the Investor’s Nominee (as defined in the Director Nomination Agreement), if any, first learns about the information giving rise to such notice and shall end on and include the later of the date the Investor receives the notice referred to in clause (ii) above and the date referred to in such notice. Notwithstanding anything to the contrary, the Company shall cause the transfer agent with respect to the Common Shares to deliver unlegended Common Shares to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a binding contract for sale prior to the beginning of a Grace Period and for which the Investor has not yet settled.

(f)          In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Investor and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(g)          Notwithstanding any other provision in this Section 2 , if counsel to the Company reasonably determines, or if the staff of the SEC makes a comment to the effect, that any Investor is or may be deemed an underwriter and that disclosure must be made in a Prospectus supplement, post-effective amendment to the Registration Statement or any document incorporated by reference into the Registration Statement but such Investor refuses to permit the disclosure that such Investor is or may be an underwriter, then the Company and such Investor shall use their reasonable best efforts to take all actions necessary to permit such Investor to sell all or any portion of its Registrable Securities at anytime and from time to time as a registered secondary offering of securities.

3.              Registration Procedures .

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)     Not less than five Trading Days prior to the filing of a Registration Statement (and not less than three days for an Initial Registration Statement) and not less than two Trading Days prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), the Company shall, furnish to each Investor copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Investor (it being acknowledged and agreed that if an Investor does not object to or comment on the aforementioned documents within such five Trading Day, three Trading Day or two Trading Day period, as the case may be, then such Investor shall be deemed to have consented to and approved the use of such documents). The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which an Investor reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the five Trading Day, three Trading Day or two Trading Day period described above, as applicable.

(b)     (i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace Period); (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii) use best efforts to respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as possible, provide the Investor true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Investor as “Selling Securityholders” but not any comments that would result in the disclosure to the Investor of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however , that each Investor shall be responsible for the delivery of the Prospectus to the Persons to whom such Investor sells any of the Registrable Securities (including in accordance with Rule 172 under the Securities Act), and each Investor agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section  3(b) ) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.

(c)     Notify the Investor (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite amendments or supplements have been made) immediately and confirm such notice in writing no later than two Trading Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each Investor true and complete copies of all comments and written responses thereto, but not information that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading.

(d)     Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.

(e)     If requested by an Investor, furnish to such Investor, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(m)     (f)     Prior to any resale of Registrable Securities by any Investor, use its best efforts to register or qualify or cooperate with the Investor in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Investor under the securities or Blue Sky laws of such jurisdictions within the United States as any Investor reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective for such reasonable period as requested by the Investor and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided , that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, to any such act or thing that would subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(g)     Unless any Registrable Securities shall be in book-entry only form, if requested by any Investor, cooperate with such Investor to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Investor may reasonably request.

(h)     Following the occurrence of any event contemplated by Section  3(c) (iii)-(v) , as promptly as reasonably practicable (taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading.

(i)     The Company may require each selling Investor to furnish to the Company a certified statement as to (i) the number of Common Shares beneficially owned by such Investor and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“ FINRA ”) affiliations, (iii) any natural persons who have the power to vote or dispose of its Common Shares and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of Registrable Securities because any Investor fails to furnish such information within three Trading Days of the Company’s request, any Liquidated Damages that are accruing at such time shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended until such information is delivered to the Company.

(j)     The Company shall cooperate with any registered broker dealer that is required to make a filing with FINRA pursuant to FINRA Rule 2710 in connection with the resale of any Registrable Securities by any Investor and pay the filing fee required for the first such filing.

 4.             Piggyback Rights . If the Company at any time after the date hereof proposes to register its Common Shares (or any security which is convertible into or exchangeable or exercisable for Common Shares) under a non-underwritten resale registration statement under the Securities Act, and the Investor’s Registrable Securities are not then subject to an effective resale registration statement, it will, at each such time, give prompt written notice to the Investor of its intention to do so, and each Investor shall have the right, upon the written request of such Investor made within twenty days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Investor) to have its Registrable Securities offered in such registration statement. The Company will use its best efforts to effect such registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by such Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from (a) its other obligations included herein, including the obligation to register the Registrable Securities, or (b) to pay any expenses of registration incurred therewith).

5.              Piggyback Rights in an Offering by the Company . If the Company proposes to register any of its securities pursuant to an underwritten offering for its own account, the Company will give prompt written notice to the Investor and Affiliate Shareholders (defined below) of its intention to do so, and each Investor and Affiliate Shareholder shall have the right, upon the written request (each an “ Underwriting Request ”) of such Investor or Affiliate Shareholder made within 20 days after the receipt of any such notice (which Underwriting Request shall specify the Registrable Securities or other securities intended to be disposed of by such Investor or Affiliate Shareholder, as applicable) to have its Registrable Securities or other securities offered in such underwritten offering. If the managing underwriter advises the Company in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have a material adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company, then, the Company will include: (i) first, 100% of the securities the Company proposes to sell and (ii) second, the number of (x) Registrable Securities which the Investor has requested pursuant an Underwriting Request to be included in such registration and (y) Affiliate Shares that the Affiliate Shareholders have requested pursuant to an Underwriting Request to be included in such registration. The number of securities to be included for the Investor as a group, on one hand, and the Affiliate Shareholders as a group, on the other, will be based pro rata on the number of securities that each group requests to be included in the Underwriting Request. The term “Affiliate Shareholders” refers to (1) funds as to which IBS Capital LLC serves as general partner, investment adviser, or in a similar position (2) Material Advisors LLC and its current or then former members, and (3) present or future members of the board of directors or senior management of the Company. The term “Affiliate Shares” means the (a) shares of Common Stock, (b) options or warrants, and (c) shares of Common Stock issuable on exercise of such options and warrants owned beneficially (as determined under SEC Rule 13d-3) by the Affiliate Shareholders. For the avoidance of doubt, piggyback rights shall apply only to sales of registered securities for the Company’s own account pursuant to an underwritten transaction through a registered broker-dealer.

6.              Registration Expenses . All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Shares are then listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Investor) and (C) if not previously paid by the Company in connection with a filing by the Company, with respect to any filing that may be required to be made by any broker through which an Investor intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities, if applicable, and of printing of a reasonable number of Prospectuses if the printing of Prospectuses is requested by the Investor), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (vii) legal fees and expenses of one law firm retained by the Investor, together with any separate local counsel reasonably retained by such law firm; provided that such fees and expenses pursuant to this clause (vii) shall not exceed $24,000 in connection with the Initial Registration Statement and $12,500 in connection with any subsequent Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Investor or, except to the extent provided for in a written agreement between the Investor and the Company, any legal fees or other costs of the Investor.

7.              Indemnification .

(a)      Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Investor, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each Investor, each Person who controls any such Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (or actions in respect thereof) (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v) , related to the use by an Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated and defined in Section 8(h) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) any such Losses arise out of the Investor’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Investor promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 7(c) ) and shall survive the transfer of the Registrable Securities by the Investor.

(b)      Indemnification by the Investor . The Investor shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon (x) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein or (ii) in the case of an occurrence of an event of the type specified in Section  3(c) (iii)-(v) , to the extent, but only to the extent, related to the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section  8(h) . In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation (y) any untrue or alleged untrue statement of a material fact of such Investor not contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact of such Investor required to be stated or necessary to make the statements (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) and (z) any violation of the registration provisions under state Blue Sky laws by such Investor.

(c)      Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the actual or potential defendants in, or targets of, any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party; (2) the Indemnifying Party has agreed in writing to pay such fees and expenses; (3) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (4) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided , that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section  7 , except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d)      Contribution . If a claim for indemnification under Section  7(a) or 7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a Party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such Party in connection with any Proceeding to the extent such Party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such Party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section  7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section  7(d) , no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For the purposes of this Section  7 , each Person who controls any Investor shall have the same rights to contribution as such Investor. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Investment Agreement.

8.              Miscellaneous .

(a)      Change of Control Transaction . The Company shall not enter into any agreement with respect to or consummate any merger, consolidation, acquisition or other similar transaction or series of transactions to which the Company is a party, regardless of whether the Company is the surviving Person in such transaction, pursuant to which the holders of shares of Common Stock immediately prior to such transaction (including for this purpose the Conversion Shares) represent less than 50% of the shares of Common Stock outstanding immediately following such transaction (including for this purpose the Conversion Shares), unless (i) the Company provides prior written notice of any such transaction to each Investor, specifying the counterparty’s name and contact information and such transaction’s basic terms, including the consideration to be received in connection therewith; and (ii) the counterparty in any such transaction agrees in writing, in form and substance reasonably satisfactory to each Investor, to be bound and subject to the terms and conditions of this Agreement.

(b)      Adjustments . If, and as often as, there are any changes in the shares of capital stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Shares as so changed.

(c)      Limitation on Other Registrations Rights . Except with respect to any existing agreements or arrangements as contemplated in Section 5 , the Company shall not enter into any agreement providing any demand or piggyback registration rights to any of its security holders that are superior to or pari passu with the rights of the Investor. The Company shall not, from the date hereof until the date that is 30 days after the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4.

(d)      Roadshow Presentations . The Company covenants to the Investor that, during the Effectiveness Period, it shall, at the reasonable request of any Investor, prepare materials for, and cause senior management to participate in, any in-person or electronic roadshow presentation to potential purchasers of Registrable Securities with respect to any proposed resale of Registrable Securities in an amount in excess of $10,000,000.

(e)      Facilitation of Sales Pursuant to Rule 144 and Rule 144A . The Company covenants to the Investor that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and if at any time the Company is not required to file such reports, it shall upon the request of any Investor, make available such information specified by Rule 144A(d)(1) under the Securities Act. The Company further covenants to take such further action as any Investor may reasonably request, to the extent required from time to time to enable such Investor to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 and Rule 144A. Upon the request of any Investor in connection with that Investor’s sale pursuant to Rule 144 and Rule 144A, the Company shall deliver to such Investor a written statement as to whether it has complied with such requirements.

(f)       No Required Sale . Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Investor to sell any Registrable Securities pursuant to any effective Registration Statement.

(g)      Compliance . Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement

(h)      Discontinued Disposition . By its acquisition of Registrable Securities, each Investor agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section  3(c) (iii)-(v) , such Investor will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(i)       No Inconsistent Agreements . Neither the Company nor its subsidiary has entered, as of the date hereof, nor shall the Company or its subsidiary, on or after the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Investor in this Agreement or otherwise conflicts with the provisions hereof.

(j)       Amendments and Waivers . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom such waiver is intended to be effective, which writing shall specifically reference this Agreement, specify the provision(s) hereof that it is intended to amend or waive and further specify that it is intended to amend or waive such provision(s). No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(k)      Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given if (i) served by personal delivery upon the Party for whom it is intended, (ii) delivered by registered or certified mail, return receipt requested, (iii) delivered by overnight air courier or (iv) sent by facsimile transmission or email, with prompt confirmation by telephone of such transmission or email, in each case to the addresses set forth immediately below or to such other addresses as may be designated in writing, in the same manner, by the Party receiving the communication.

(l)      Governing Law; Submission to Jurisdiction . This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “ Chosen Courts ”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 8(k) of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 8(l) shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

(m)    Waiver of Trial by Jury . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(n)     Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(o)     Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each Party. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Investor. Each Investor may assign its respective rights hereunder to any other Person so long as such other Person executes a joinder to this Agreement.

(p)     Headings . All heading references contained in this Agreement (including in the table of contents) are for convenience purposes only and shall not be deemed to limit or affect any of the provisions of this Agreement.

(q)     Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction; provided , that, if any one or more of the provisions contained in this Agreement shall be determined to be excessively broad as to activity, subject, duration or geographic scope, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable under applicable law.

(r)      Specific Performance . The Parties hereby acknowledge and agree that the failure of any Party to perform its agreements and covenants hereunder will cause irreparable injury to the other Party for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance of injunctive relief by the Chosen Courts to compel performance of such Party’s obligations and to the granting by the Chosen Courts of the remedy of specific performance of its obligations hereunder.

(s)     Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same instrument, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party

(t)      Independent Nature of Investor’s Obligations and Rights . The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investor as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investor is in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Registrable Securities or enforcing its rights under the Investment Agreement and related transaction documents. Each Investor shall be entitled to protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any Proceeding for such purpose.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Registration Rights Agreement as of the date first written above.

Signature Page to Registration Rights Agreement   

Exhibit 99.4

WARRANT CANCELLATION

AGREEMENT

Reference is made to that certain (i) Warrant between Applied Minerals, Inc., a Delaware corporation (the “ Company ”) and ____________ dated December 22, 2011 and (ii) Warrant between the Company and ____________ dated December 22, 2011 (together the “ Warrants ”). The Company and the Investors hereby agree that the Warrants, without any further action by either the Company or the Investors, are hereby terminated and cancelled and shall no longer have any force or effect.

* * * * *

IN WITNESS WHEREOF , the parties have caused this Warrant Cancellation Agreement to be executed as of the date first written above.

COMPANY:

APPLIED MINERALS, INC. 

Signature Page to Warrant Cancellation Agreement

Exhibit 99.5

Applied Minerals, Inc. Announces $1 2 ,500,000 Financing

NEW YORK – November 5, 2014 -- Applied Minerals, Inc. (OTCQB & OTCBB : AMNL) is pleased to announce that it has closed $12,500,000 of financing through the private placement of $19,848,486 10% PIK Election Convertible Notes due 2018 ("Notes") with a strike price of $0.92. The Notes are mandatorily convertible by the Company after the second anniversary of their issuance if certain conditions are satisfied. Additionally, under certain conditions, the Company has an option to extend the maturity date of the Notes. A more detailed explanation of the terms of the Notes is included in the Current Report on Form 8-K filed today with the Securities and Exchange Commission.

The purchasers of the Notes included seven institutional and accredited investors, all of whom are existing stakeholders in the Company. No broker was used and no commission was paid as part of the financing. In connection with the transactions, previously issued warrants to purchase 5.0 million shares of Common Stock at $2.00 per share were cancelled by the Company.

According to Andre Zeitoun, CEO and President of Applied Minerals, Inc.: “This investment solidifies the Company’s financial foundation and provides us a comfortable runway to convert the many commercial opportunities currently in progress. We look forward to updating our shareholders at our upcoming Annual Meeting of Shareholders on December 10th .”

About Applied Minerals, Inc.

Applied Minerals is the leading producer of halloysite clay and advanced natural iron oxide solutions from its wholly-owned Dragon Mine property in Utah. Halloysite is aluminosilicate clay that forms naturally occurring nanotubes. In addition to serving the traditional halloysite markets for use in technical ceramics and catalytic applications, the Company has developed niche applications that benefit from the tubular morphology of its halloysite. These applications include carriers of active ingredients in paints, coatings and building materials, environmental remediation, agricultural applications and high-performance additives & fillers for plastic composites. Applied Minerals markets its halloysite products under the Dragonite™ trade name. 

The Dragon Mine also contains an advanced natural iron oxide resource consisting of goethite and hematite. Combining ultra-high purity and consistent quality, the inherent properties of iron oxide from the Dragon Mine allow for a wide range of end uses in pigment and technical applications. Applied Minerals markets its comprehensive line of advanced natural iron oxide pigments under the AMIRON™ trade name.

Additional information on the Company can be found at www.appliedminerals.com .

Safe harbor statements under the Private Securities Litigation Reform Act of 1995 for Applied Minerals, Inc.: Some statements contained or implied in this news release may be considered forward-looking statements, which by their nature are uncertain. Consequently, actual results could materially differ. For more detailed information concerning how risks and uncertainties could affect the Company's financial results, please refer to Applied Minerals’ most recent filings with the SEC. The Company assumes no obligation to update any forward-looking information.

Investor Relations Contact :

Jordan M. Darrow

Darrow Associates

(631) 367-1866

jdarrow@darrowir.com