Preview | Subscription Agreement |

This Subscription Agreement (this "Agreement") by and between METALLINE MINING COMPANY, a Nevada corporation (the "Corporation"), and ________________________________ (the "Subscriber ") is effective as of the date of the Corporation's acceptance of this Agreement as set forth below.

Whereas, the Corporation desires to sell to the Subscriber, and the Subscriber desires to purchase from the Corporation, shares of the Corporation's common stock in accordance with the terms and conditions set forth herein:

Now, therefore, in consideration of the mutual covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Subscription for Securities. The Subscriber hereby subscribes for ________ shares of common stock, par value $.01 per share, of the Corporation. For each share purchased pursuant to this Agreement, the purchaser will also receive a warrant to purchase one share of the Company's common stock at an exercise price of $1.25 per share (the "Warrants" and, together with the shares, the "Securities"), at a price of $0.80 per share for an aggregate purchase price of _____________________________ Dollars ($____________).

2. Acceptance of Subscription. This Agreement is not effective until the Corporation has received full payment of the aggregate purchase price and accepted this Agreement. This Agreement may be rejected in whole or in part at the sole discretion of the Corporation.

3. Representations and Warranties of the Subscriber. The Subscriber understands that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Sections 4(2) and 4(6) of the Act and Regulation D promulgated under the Act, as well as other exemptions that may be available. The Subscriber understands that the Corporation will rely on the Subscriber's representations and warranties herein to secure said exemptions. Accordingly, the Subscriber represents and warrants to the Corporation as follows:

(a) The Subscriber is an "Accredited Investor" as defined under Rule 501(a) of the Securities Act by virtue of the fact that the Subscriber (check applicable boxes):

(ii) [ ] is a natural person who has an individual net worth, or joint net worth with his or her spouse, at the time of the purchase exceeding $1,000,000. As used in this subparagraph, "net worth" means total tangible assets as currently valued less total liabilities;

(iii) [ ] is a natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;