0000891618-07-000249 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 25th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 23rd day of April, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and each “Investor” set forth on the signature pages hereto.

SHARE AND WARRANT PURCHASE AGREEMENT
Share and Warrant Purchase Agreement • April 25th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California

THIS SHARE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of the 23rd day of April, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and each investor set forth on the signature pages affixed hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).