Exhibit 99.1

INVESTMENT AGREEMENT

BETWEEN

APPLIED MINERALS, INC.

AND

THE INVESTOR PARTY HERETO

DATED JUNE ___, 2016  

INVESTMENT AGREEMENT

This  INVESTMENT AGREEMENT  (this “ Agreement ”), dated as of this ____ day of June, 2016, is entered into by and among Applied Minerals, Inc., a Delaware corporation (the “ Issuer ”), and _________________ (the “ Investor ”).  Each of 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, the Issuer has agreed to issue to the Investor the number of shares (each a “ Share ” and collectively, “ Shares ”) of common stock, par value $0.001 per share (“ Common Stock ”), of the Issuer set forth on the signature page hereof and the number of warrants, substantially in the form attached hereto as  Exhibit A  (each a “ Warrant , ” and collectively, the “ Warrants ”) set forth on the signature page hereof, subject to the terms and conditions set forth in the Warrants;

WHEREAS, in connection with the Transactions, the Issuer and the Investor have entered into, simultaneously herewith, a Registration Rights Agreement, in the form attached hereto as  Exhibit B  (the “ Registration Rights Agreement ,”), providing the Investor registration rights with respect to the Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares ”), subject to the terms and conditions set forth in the Registration Rights Agreement;

WHEREAS, the Investor wish to acquire the Shares and the Warrants from the Issuer, and the Issuer wishes to issue the Shares and the Warrants to the Investor, pursuant to the terms and conditions set forth below.

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 assigned 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 Shares and Warrants

.  Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties and covenants contained in this Agreement, the Issuer shall sell and deliver the Share and the Warrants to the Investor, and the Investor shall acquire the Shares and the Warrants from the Issuer, for the purchase price listed on the signature page (the “ Purchase Price ”). The total price for one Share and one Warrant is $.15. Each warrant is a five-year warrant that can be exercised for .3 of a share of Common stock. 3.33 warrants can be exercised for a whole Share for $.25 (subject to adjustment).

Section 2.2   Closing

.  The closing of the sale and purchase of the Shares and Warrants (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) certificates representing the Shares (ii) the Warrants, (iii) an executed counterpart to this Agreement and each Ancillary Document to which the Issuer is a party and (iv) a written opinion of counsel, addressed to Investor, stating that in the opinion of such counsel that (A) the issuance of the Shares and the Warrants does not involve a transaction requiring registration or qualification under the Securities Act, (B) each of the Shares has been duly authorized and is validly issued, fully paid and non-assessable and (C) each of the Warrants 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 Warrant Shares have been duly authorized and, when issued upon exercise of a Warrant in accordance with such Warrant’s terms, will be validly issued, fully paid and non-assessable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants to Investor as follows:

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 enforceable 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 3.3   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; (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   Shares

.  The Issuer has the right, authority and power to issue, sell, assign and transfer the Shares to the Investor.  The Shares, when issued and delivered by the Issuer pursuant to this Agreement against payment of the consideration set forth herein, shall be validly issued, fully paid and non-assessable, free and clear of any Encumbrances.  

Section 3.5   Warrant and Warrant Shares .

(a)   Each Warrant shall, upon issuance pursuant to the terms hereof and the terms of such Warrant and upon payment therefor, be valid and legally binding obligations of the Issuer, enforceable in accordance with such Warrant’s the 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.

(b)   On and after the Closing Date, the Issuer shall have available for issuance the number of shares of Common Stock initially issuable upon exercise of a Warrant without giving effect to any anti-dilution provisions contained in such Warrant.  The Warrant Shares have been duly authorized, and when issued upon exercise of a Warrant in accordance with the terms of such Warrant, all Warrant 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 Warrant Shares pursuant to this Agreement and the Warrants is not subject to any preemptive or similar rights of any securityholder of the Issuer.  

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Investor hereby represents and warrants to the Issuer as follows:

Section 4.1   Organization

Investor, if an entity, 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 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 is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act. The Investor has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information from the Issuer.

(b)   The Shares and the Warrants 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

COVENANTS

Section 5.1   Further Assurances

.  Each Party shall from time to time do such further acts and execute and deliver such further documents regarding its obligations hereunder as may be required to accomplish the purposes of this Agreement.

ARTICLE VI

INDEMNIFICATION

Section 6.1   Survival of Representations and Warranties

.  The representations and warranties of the Issuer and Investor contained in this Agreement and any schedule, certificate or other document delivered pursuant hereto 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 predominately 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, 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 (a) 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 (b) to the extent, but only to the extent, that any Loss is 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 (a) involves a finding or admission of wrongdoing, (b) 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 (c) 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 under this  Article VI .

Section 6.4   Payment

.  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 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

.  Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement and the Transactions shall be paid by the Party incurring such fees or expenses, whether or not the Transactions are consummated.

Section 7.2   Amendment; Modification; Waiver

.  A 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.

Section 7.3   Notice s

.  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, to the address 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 supersedes 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 litigation 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 either Party hereto, (d) 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 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 CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.  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 LITIGATION, 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.

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  

Signature Page to Investment Agreement  

APPENDIX A

Definitions

“ 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.

“ Ancillary Documents ” means Registration Rights Agreement, Warrants and any other agreements, certificates or other documents delivered in relation hereto or thereto.

“ Beneficially Own ” has the meaning ascribed to it in Rule 13d-3 and 13d-5 (or successor rules then in effect) promulgated under Exchange Act;  provided , that, for the avoidance of doubt, the per share trading price of the Common Stock shall not affect whether any Investor Beneficially Owns any Warrant Share.

“ Business Day ” means a day other than a Saturday, a Sunday or any other day on which banks are authorized or obligated by Law or executive order to close in New York, New York.

“ By-Laws ” means the By-Laws of the Issuer (as the same be amended, restated, supplemented or otherwise modified from time to time).

“ Certificate of Incorporation ” means the Certificate of Incorporation of the Issuer (as the same be amended, restated, supplemented or otherwise modified from time to time).

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

“ 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.

“ 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

Warrant  

EXHIBIT B

Registration Rights Agreement

14

Exhibit 99.2

WARRANT

BETWEEN

APPLIED MINERALS, INC.

AND

DATED  JUNE 24, 2016  

THIS WARRANT WAS ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), PURSUANT TO ONE OR MORE EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PUSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATIO N UNDER THE ACT FOR SUCH TRANSACTION IS NOT REQUIRED.

WARRANT

To Purchase Shares of Common Stock,

Par Value $0.001 Per Share,

of

APPLIED MINERALS, INC.

Initial Issuance Date:  June 24, 2016

THIS COMMON STOCK PURCHASE WARRANT (this “ Warrant ”) certifies that, for value received, _________ (the “ Holder ”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or before 5:00 p.m. New York City time on the five year anniversary of the Initial Issuance Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Applied Minerals, Inc., a Delaware corporation (the “ Company ”), up to ______ shares (the “ Warrant Shares ”) of common stock, $.001 par value per share (the “ Common Stock ”), of the Company.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in  Section 1.2  of this Warrant).  This Warrant is issued pursuant to the Investment Agreement, by and between the Company and the Holder. This Warrant is divisible into ________ Warrants, each of which entitles the Holder to purchase .3 of a Warrant Share. The exercise of 3.33 Warrants is required to purchase one Warrant Share.

WHEREAS, the Holder wishes to acquire this Warrant from the Company, and the Company wishes to issue this Warrant to the Holder, pursuant to the terms and conditions set forth below.

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 Company and the Holder, intending to be legally bound, agree as follows:

ARTICLE I

EXERCISE

Section 1.1   Exercise of Warrant .

(a)   For so long as this Warrant remains outstanding, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by:

(i)   delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder pursuant to  Section 6.9  of this Agreement) of a duly executed copy of a Notice of Exercise in the form attached to this Warrant (the “ Notice of Exercise ”) ( provided ,  however , within five Trading Days of the date said Notice of Exercise is delivered to the Company, if this Warrant is exercised in full, the Holder shall have surrendered this Warrant to the Company); and

(ii)   payment to the Company of the aggregate Exercise Price of the Warrant Shares thereby purchased (as well as all taxes required to be paid by the Holder, if any, pursuant to  Section 1.3(g)  of this Warrant) by wire transfer or cashier’s check drawn on a United States bank.

(b)   Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.

(c)   Section 1.3(c)  notwithstanding,  by reason of the provisions of this  Section 1.1 , following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face of this Warrant.

Section 1.2 Exercise Price

.  The exercise price per share of the Common Stock under this Warrant shall be $0.25 per Warrant Share, subject to adjustment hereunder (the “ Exercise Price ”). The exercise of Warrants for one Warrant Share requires the exercise of 3.33 Warrants. Warrants may only be exercised for whole Warrant Shares.

Section 1.3   Mechanics of Exercise .

(a)   Authorization of Warrant Shares .  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment of the Exercise Price therefor, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(b)   Delivery of Certificates upon Exercise .  Certificates representing Warrant Shares shall be transmitted by the Company (whether through its transfer agent or otherwise) to the Holder to the address specified by the Holder in the Notice of Exercise within seven Business Days from the delivery to the Company of the Notice of Exercise, together with an amount in cash in lieu of any fractional share(s), surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“ Warrant Share Delivery Date ”).  The Warrant Shares shall be issued free of all legends, unless, in the reasonable opinion of counsel to the Company (after taking into account any representations of the Holder), the securities laws require a legend(s) to be affixed to the certificate(s) representing the Warrants Shares.  This Warrant shall be deemed to have been exercised on the first date on which the Notice of Exercise has been properly delivered to the Company, the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to  Section 1.3(g)  of this Warrant before the issuance of such shares have been paid.  The Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, on the first date on which the Notice of Exercise has been properly delivered to the Company, the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to  Section 1.3(g)  of this Warrant before the issuance of such shares have been paid.

(c)   Delivery of New Warrants upon Exercise .  If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(d)   Rescission Rights .  If the Company fails to, or fails to cause its transfer agent to, transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to this  Section 1.3  by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(e)   Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise .  In addition to any other rights available to the Holder, if the Company fails to, or fails to cause its transfer agent to, transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date pursuant to this  Section 1.3 , and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall:

(i)   pay in cash to the Holder the amount by which (A) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the amount obtained by multiplying (x) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue  multiplied by  (y) the price at which the sell order giving rise to such purchase obligation was executed, and

(ii)   at the option of the Holder, either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under  Section 1.3(e)(i) , the Company shall be required to pay the Holder $1,000.  The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.  Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms of this Warrant.

(f)   No Fractional Shares or Scrip .  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction on the basis of the Market Price per share of Common Stock on the date of such exercise.

(g)   Charges, Taxes and Expenses .  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;  provided ,  however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

(h)   Closing of Books .  The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms of this Warrant.  

       ARTICLE II        

DISSOLUTION

Section 2.1   Dissolution; Liquidation .

(a)   If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, the Company shall give written notice thereof to the Holder in the manner provided in  Section 6.9  prior to the date on which such transaction is expected to become effective or, if earlier, the Record Date for such transaction.  Such notice also shall specify the date on which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such dissolution, liquidation or winding up, as the case may be.  On the date of and as a condition to the consummation of any such transaction, the Holder shall receive the securities, money or other property that the Holder would have been entitled to receive had the Holder been the holder of record of the shares of Common Stock issuable upon exercise of this Warrant immediately prior to such dissolution, liquidation or winding up (net of the then applicable Exercise Price) and the rights to exercise this Warrant shall terminate.

ARTICLE III

ADJUSTMENT

Section 3.1   Adjustments Generally

.  In order to prevent dilution of the rights granted under this Warrant and to grant the Holder certain additional rights, the Exercise Price shall be subject to adjustment from time to time as provided in this  Article III  and the number of shares of Common Stock obtainable upon exercise of this Warrant also shall be subject to adjustment from time to time as provided in this  Article III .

Section 3.2   Stock Dividends and Splits

.  In the event of any issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision, combination or reclassification of the outstanding shares of Common Stock into a greater or smaller number of shares, the Exercise Price shall be adjusted pursuant to the following formula:

   N ₀

E = E ₀  x --------

    N ₁

where:

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 3.2  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.

Section 3.3   Pro Rata Distributions

.  If the Company, at any time while this Warrant is outstanding, shall issue as a dividend or distribution evidences of indebtedness, assets (including cash and cash dividends) shares of capital stock (other than Common Stock) or rights, warrants, options or other securities convertible into or exchangeable or exercisable for capital stock (other than Common Stock), then the Exercise Price shall be adjusted pursuant to the following formula:

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..

Section 3.4   Rights Plans

.  If the Company has a shareholder rights plan in effect with respect to the Common Stock, upon exercise of a Warrant the Holder shall be entitled to receive, in addition to any shares of Common Stock, the rights under such shareholder rights plan, unless, prior to such exercise, such rights have separated from the Common Stock, in which case the Exercise Price and the number of Warrant Shares shall be adjusted at the time of separation as if the Company had made a distribution as described in Section 3. 3, subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 3.5   Tender Offers; Exchange Offers

.  If, at any time while this Warrant is outstanding, the Company proposes to make a tender offer or exchange offer for Common Stock, in which the cash and fair value of any other consideration included in the payment per share of Common Stock exceeds the Market Price as of the Trading Day immediately following the expiration date of the tender offer or exchange offer (the “ Offer Expiration Date ”), the Exercise Price shall be adjusted pursuant to the following formula:

   N ₀  x M

E = E ₀  x ---------------

A + (M x N ₁ )

where:

Any adjustment to the Exercise Price pursuant to this  Section 3.7  shall become effective immediately after the Close of Business on the Offer Expiration Date.  In the event that the Company or a subsidiary of the Company 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.

Section 3.6   Fundamental Transactions .

If, at any time while this Warrant is outstanding, the Company effects a Fundamental Transaction), then, the Company shall make appropriate arrangements to ensure that the Holder will thereafter receive upon an exercise of this Warrant at any time after the consummation of a Fundamental Transaction (and subject to continuing adjustment in accordance with the terms hereof) but before the Termination Date, in lieu of the Warrant Shares issuable upon the exercise of this Warrant immediately prior to such Fundamental Transaction, such cash, stock, assets, securities, warrants, options, subscription rights or other property that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately before such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant).  If any holder of Common Stock is given any choice as to the cash, stock, assets, securities, warrants, options, subscription rights  or other property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to what it receives upon any exercise of this Warrant following such Fundamental Transaction.

Section 3.7   Adjustment to the Number of Warrant Shares

.  Concurrently with any adjustment to the Exercise Price under this  Article III , the number of Warrant Shares also will be adjusted such that the number of Warrant Shares immediately following the effectiveness of such adjustment will be equal to the number of Warrant Shares immediately prior to such adjustment  multiplied by  a fraction, (a) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (b) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 3.8   Additional Considerations

.  In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the number of Warrant Shares if that adjustment would increase the Exercise Price, except in the event of a reverse stock split or in the event that an adjustment is made in respect of an event but such event does not occur and the adjustment is reversed.  The Company covenants that, while this Warrant is outstanding, it will not amend its certificate of incorporation to increase the Common Stock’s par value above $0.001 per share.  Notwithstanding anything else in this Warrant to the contrary, the Exercise Price shall not be adjusted to an amount below the Common Stock’s par value per share.  If any single action would require adjustment of the Exercise Price pursuant to more than one Sections of this  Article III , only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value.  The adjustments required by this  Article III  shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made decreases the Exercise Price immediately prior to the making of such adjustment by at least 1%.  Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this  Article III  and not previously made, would result in such minimum adjustment.  

Section 3.9   Calculations

.  All calculations under this  Article III  shall be made to the nearest cent or the nearest share, as the case may be.  For purposes of this  Article III , the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Section 3.10   Notice to the Holder .

(a)   Adjustment to Exercise Price .  Whenever the Exercise Price is adjusted pursuant to this  Article III , the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(b)   Notice to Allow Exercise by the Holder .  If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party (including any Fundamental Transaction), any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property,(v) the Company commences any tender offer (including any exchange offer) as announced from time to time for all or a portion of the outstanding shares of Common Stock, (vi) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company or (vii) the Company shall engage in any other transaction that would result in an adjustment to the Exercise Price in accordance herewith, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 20 calendar days before the applicable record or effective date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (ii) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, tender offer, exchange offer or other action is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, tender offer, exchange offer or other action;  provided , however , that, the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall forthwith file such notice with the Commission pursuant to a Current Report on Form 8-K.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

ARTICLE IV

TRANSFERS

Section 4.1   Transferability

.  Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable pursuant to  Section 1.3(g) .  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment and, if the assignor assigns less than the entirety of this Warrant, shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  

Section 4.2   New Warrants

.  This Warrant may be divided or combined with other Warrants upon presentation of this Warrant at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with  Section 4.1  of this Warrant, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to be divided or combined in accordance with such notice.  All Warrants issued on transfers or exchanges shall be dated the initial issuance date set forth on the first page of this Warrant and shall be identical to this Warrant, except as to the number of Warrant Shares issuable pursuant thereto.

Section 4.3   Warrant Register

.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record holder from time to time.  The Company may deem and treat the registered holder of this Warrant as the absolute owner of this Warrant for the purpose of any exercise of this Warrant or any distribution to the Holder and for all other purposes, absent actual notice to the contrary.

ARTICLE V

CALL OPTION

Section 5.1   Call Option

.  The Company, subject to compliance with this Article V, has an option (the “ Call Option ”) to acquire all or a portion of this Warrant;  provided , that, the following conditions are met: (a) the average VWAP for the 20 consecutive Trading Days immediately preceding the date on which the Call Notice (as defined below) is given is equal or greater than the Trigger Price (as defined below) and (b) a registration statement covering the resale of shares issuable upon exercise of the Warrant is effective. “Trigger Price” means $.60 or more. In the event of an event described in Article III giving rise to an adjustment in the Exercise Price, the Board of Directors of the Company shall make an appropriate adjustment in the Trigger Price and provide notice thereof pursuant to Section 6.9 .

Section 5.2   Option Price

  For each part of this Warrant representing the right to acquire .3 of a share of Common Stock (each, a “ Warrant Right ”), the price to be paid in cash by the Company to the Holder for each Warrant Right (the “ Option Price ”) shall be $0.01 per Warrant Right.

Section 5.3   Procedures

.  Subject to the limitations set forth herein, for so long as this Warrant remains outstanding, the Company may exercise a Call Option at anytime and from time to time by delivering to the Holder written notice of its intention to exercise the Call Option (the “ Call Notice ”) in the manner set forth in Section 6.9 setting forth the date of the Call Closing and the number of Warrant Rights with respect to which such Call Option is being exercised.  Each closing of the purchase of the Warrant Rights pursuant to the exercise of a Call Option (a “ Call   Closing ”) will occur not less than 10 Business Days nor more than 20 Business Days following the delivery of the Call Notice;  provided ,  however , that, the Holder may exercise this Warrant or any portion thereof prior to the Call Closing, in which case the Company will issue to the Holder the requisite Warrant Shares duly and validly issued, fully paid and non-assessable, free and clear of all liens, claims or encumbrances in accordance with the terms and conditions of this Warrant.

Section 5.4   Call Closing

.  At the Call Closing, the Company shall pay to the Holder in cash an amount equal to Option Price  multiplied by  the number of Warrant Rights being acquired, which payment shall be made by check, and in the event that a Call Option is being exercised with respect to all of the Warrant Rights, the Holder, after receiving such payment, shall surrender the Warrant to the Company.

ARTICLE VI

MISCELLANEOUS.

Section 6.1   Transferability

.  Before the Termination Date and subject to compliance with applicable laws and  Article IV  of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.

Section 6.2   No Rights or Obligations as Holder of Common Stock Until Exercise

.  This Warrant does not entitle the Holder to any voting rights or other rights as a holder of Common Stock of the Company before the exercise of this Warrant.  No provision of this Warrant, in the absence of any affirmative action by the Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 6.3   Loss, Theft, Destruction or Mutilation of Warrant

.  The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.

Section 6.4   Saturdays, Sundays, Holidays, etc.

  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

Section 6.5   Authorized Shares .

(a)    The Company covenants that during the period this Warrant is outstanding, the Board of Directors has authorized and reserved (and, in the case of any adjustment to the number of Warrant Shares hereunder, will authorize and reserve) for issuance such number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company covenants that all shares of Common Stock that shall be so issuable shall be duly or validly issued, fully paid and non-assessable.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

(b)   Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, whose purpose or effect is to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will

(i)   not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately before such increase in par value,

(ii)   take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and

(iii)   use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

(c)   Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any Government Authority.

Section 6.6   Damages

.  Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which failure results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Section 6.7   Fees and Expenses

.  Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Warrant shall be paid by the Person incurring such fees or expenses.

Section 6.8   Amendment; Modification; Waivers

.  A provision of this Warrant 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 Company and the Holder, or in the case of a waiver, by the Person against whom such waiver is intended to be effective, which writing shall specifically reference this Warrant, 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 Person 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 6.9   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 Person 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, if to the Company, to the address set forth on the signature pages hereto opposite the signature block of the Company, and as to the Holders, on the records of the Company, to receive such notice or to such other address as may be designated in writing, in the same manner, by such Person.

Section 6.10   Third-Party Beneficiaries

.  Nothing in this Warrant, express or implied, is intended to confer upon any Person other than the Company and the Holder and their respective successors and permitted assigns any rights, benefits or remedies of any nature whatsoever.

Section 6.11   Governing Law; Submission to Jurisdiction

This Warrant and all disputes or controversies arising out of or relating to this Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of laws that would apply the laws of other jurisdictions.  Each of the Company and the Holder 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 or the Transactions, each of them (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 as not having jurisdiction over either the Company or the Holder, (d) agrees that to the extent permitted by the rules of the court in which any such action or proceeding is brought, service of process in such action or proceeding shall be effective if notice is given in accordance with  Section 6.9  of this Warrant, 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 6.11  shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each of the Company and the Holder waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment issued by a Chosen Court in any jurisdiction in the world.

Section 6.12   Waiver of Trial by Jury

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

Section 6.13   Assignment; Successors

.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors of the Holder.  The provisions of this Warrant are intended to be for the benefit of all holders from time to time of this Warrant and shall be enforceable by any such holder or holder of Warrant Shares.

Section 6.14   Headings

.  All heading references contained in this Warrant are for convenience purposes only and shall not be deemed to limit or affect any of the provisions of this Warrant.

Section 6.15   Severability

.  The provisions of this Warrant 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 Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant, 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 Warrant 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 Warrant 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 6.16   Specific Performance

.  The Company hereby acknowledges and agrees that its failure to perform its agreements and covenants hereunder will cause irreparable injury to the Holder for which damages, even if available, will not be an adequate remedy.  Accordingly, the Company hereby consents to the issuance of injunctive relief by the Chosen Courts to compel performance of the Company’s obligations and to the granting by the Chosen Courts of the remedy of specific performance of the Company’s obligations hereunder.

Section 6.17   Counterparts

.  This Warrant 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 of the Company and the Holder and delivered to the other.

[SIGNATURE PAGE FOLLOWS]  

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Signature Page to Warrant

APPENDIX A

Definitions

“ Board of Directors ” means the Board of Directors of the Company.

“ Business Day ” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

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

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

“ 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).

“ 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.

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

“ Fundamental Transaction ” means, at any time while this Warrant is outstanding,

“ Governmental Authority ” means any federal, state or local governmental authority or agency or any instrumentality thereof.

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

“ Person ” 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.

“ Record Date ” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“ 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:

ANNEX I

NOTICE OF EXERCISE

TO: Applied Minerals, Inc.

(1)           The undersigned hereby elects to purchase _________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)           Payment shall be in lawful money of the United States.

(3)           Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

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

ANNEX II

ASSIGNMENT & ASSUMPTION FORM

(To assign the foregoing warrant, execute

this form and supply the required information.

Do not use this form to exercise the warrant.)

Dated: [●]

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________(the “ Assignee ”).  The Assignee, by executing this Assignment and Assumption, hereby agrees to comply with all of the provisions of the Warrant, with the same force and effect as if the Assignee were originally the Holder thereunder..

19

Exhibit 99.3

Exhibit B to Investment Agreement  

REGISTRATION RIGHTS AGREEMENT

BETWEEN

APPLIED MINERALS, INC.

AND

THE INVESTOR PARTY HERETO

DATED JUNE 24 , 2016

REGISTRATION RIGHTS AGREEMENT

This  REGISTRATION RIGHTS AGREEMENT  (this “ Agreement ”)   is made and entered into as of June 24, 2016, by and between Applied Minerals, Inc., a Delaware corporation (the “ Company ”), and                       (“ 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 June 24, 2016, between 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.

“ 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.

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

“ 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) .

“ 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) the Common Shares, (ii) the Warrant 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.

“ Warrants ” means the warrants of the Company issued to the Investor to purchase _____ Common Shares.

“ Warrant Shares ” means the _____ Common Shares issuable upon exercise of the Warrants (subject to adjustments contained in the Warrants).

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-1 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 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-1 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-1or 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 but not later than 120 days after the filing date. 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 or (ii) 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) and (ii) above being referred to as an “ Event ,” and, for purposes of clause (i), the date on which such Event occurs, or for purposes of clause (ii), 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 cash or shares of Common Stock , at the election of the Company, as liquidated damages and not as a penalty (“ Liquidated Damages ”), (i) .5% of the purchase price paid for the Common Shares and the Warrants under the Investment Agreement  multiplied by  a fraction, (1) the numerator of which is the number of Common Shares (including Warrant Shares) purchased under the Investment Agreement (subject to equitable adjustments set forth in  Section 8(b) )  minus  the number of Common Shares (including Warrant Shares) that have been disposed of by the Investor as of the Event Date and (2) the denominator of which is the number of Common Shares (including Warrant Shares) purchased under the Investment Agreement (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 .5% of the purchase price paid for the Common Shares and the Warrants under the Investment Agreement  multiplied by  a fraction, (1) the numerator of which is the number of Common Shares (including Warrant Shares) purchased under the Investment Agreement (subject to equitable adjustments set forth in  Section 8(b) )  minus  the number of such Common 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 Common Shares (including Warrant Shares) purchased under the Investment Agreement (subject to equitable adjustments set forth in  Section 8(b) ).  If the Company elects to make payment in Common Stock, the value of the Common Stock will be closing market price on the Event Date or if the Event Date is not a Trading Day, the next preceding Trading Day. 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. 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. Notwithstanding the foregoing, the maximum amount of damages payable to an Investor pursuant to this Section 2(c) will be two percent of the purchase price of the Common Shares and the Warrants. The right to receive the Liquidated Damages under this  Section 2(c)  shall be the Investor’ 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 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 Warrant 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 75 consecutive days, and during any 365 day period, the aggregate of all Grace Periods shall not exceed an aggregate of 150 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 the date the Investor receives the notice referred to in clause (i) above 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)   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 the 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 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 Security holders” 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 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 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 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.

(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 Rules 5110 or 5190 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 Filing Date and prior to the end of the Effectiveness Period 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’ 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 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 prior to the end of the Effectiveness Period, 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 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 have 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 Investors 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 or Samlyn 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 Rules 5110 or 5190, 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 $5,000 in connection with the Initial Registration Statement and $5,000 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 Investor, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of 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

.  Investor shall 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 Warrant Shares) represent less than 50% of the shares of Common Stock outstanding immediately following such transaction (including for this purpose the Warrant Shares), unless (i) the Company provides prior written notice of any such transaction to 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 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 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 Investor to sell any Registrable Securities pursuant to any effective Registration Statement.

(g)   Compliance

.  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, Investor agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in  Sections 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.

If to the Company:

110 Greene Street – Suite 1101,

New York, NY    10012

Telephone:  ((212) 226-4265

Facsimile:     917.591.6397

Email: wgleeson@appliedminerals.com

Attention:    William Gleeson, Esq., General Counsel

To the Investor:

 Listed in Investment Agreement

(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.  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

[SIGNATURE PAGE FOLLOWS]  

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

COMPANY:

APPLIED MINERALS, INC.

By____________________________

Name:_________________________

Title:__________________________

INVESTOR:

 [entity]

By: __________________________                                                               

Name: ________________________

Title:_________________________

[individual_

:_______________________________                                                               

Signature

_______________________________

Print Name:

Signature Page to Registration Rights Agreement

17

Exhibit 99.4

Applied Minerals, Inc. Announces Closing of $1.64 Million Capital Raise

NEW YORK. N.Y. – June 26, 2016 - Applied Minerals, Inc. (the "Company" or "Applied Minerals") (OTCQB: AMNL), a leading global producer of halloysite clay and advanced natural iron oxides, has announced the closing of a $1.64 million capital raise to fund the continued commercialization of its DRAGONITE™ and AMIRON™ products.

The Company sold a total of 10,933,333 common shares at a price of $0.15 per share. Attached to each share sold is three-tenths of a 5-year warrant to purchase the Company’s common stock. The warrants can only be exercised for cash. As a result of this offering, the Company issued 10,933,333 shares of common stock, as well as warrants to purchase 3,280,000 shares of common stock for an exercise price of $0.25 per share. No broker was used and no commission was paid as part of the financing. 

The financing was led by Fimatec LTD. (“Fimatec”), one of Japan’s leading specialty minerals producers and distributors, serving the paints, coatings, adhesives, plastics, composites, rubber, concrete admixtures and related markets. Applied Minerals and Fimatec have recently entered into an agreement in which Fimatec agreed to represent Applied Minerals as its exclusive sales distributor of DRAGONITE halloysite clay products for the Japanese market. Also participating in the financing were three directors of the Company and a number of current and new shareholders.

Management believes that this round of funding provides the Company ample runway to bridge a number of high value near-term commercial opportunities in its pipeline, particularly within the catalyst and oil and gas markets.

According to Andre Zeitoun, President and CEO of Applied Minerals, “This financing is a testament to the conviction that our Board of Directors, as well as our long-term shareholders, have in the Company’s expanding business prospects. In addition, we are excited to have received our first ever investment from a strategic business partner, Fimatec. Since entering into our agreement, several promising commercial projects have been introduced and are currently in progress in Japan. We look forward to the future of our partnership and welcome them as a key stakeholder in our organization.”

About Applied Minerals

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 and fillers for plastic composites. Applied Minerals markets its halloysite products under the DRAGONITE™ trade name.

From its Dragon Mine property, the Company also produces a range of ultra-pure natural iron oxides consisting of hematite and goethite. Combining ultra-high purity and consistent quality, the inherent properties of the 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  and  www.AMIRONoxides.com .

Safe Harbor Statements

The following are 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.

Contact:

Investor Relations:

MZ North America

Greg Falesnik

Senior Vice President

1-949-385-6449
greg.falesnik@mzgroup.us
www.mzgroup.us