Pacific Gold Corp Sample Contracts

EXHIBIT B REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 9th, 2007 • Pacific Gold Corp • Gold and silver ores

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October ___, 2007, among Pacific Gold Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT PACIFIC GOLD CORP.
Pacific Gold Corp • October 9th, 2007 • Gold and silver ores

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cantera (Switzerland) SA (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 prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacific Gold Corp., a Nevada corporation (the “Company”), up to 450,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EXHIBIT C
Pacific Gold Corp • April 8th, 2005 • Gold and silver ores
CONVERTIBLE DEBENTURE DUE APRIL ___, 2009
Pacific Gold Corp • April 13th, 2006 • Gold and silver ores • New York

THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Pacific Gold Corp., a Nevada corporation, having its principal place of business at _____________________________ (the “Company”), designated as its Convertible Debenture, due April ___, 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 9th, 2007 • Pacific Gold Corp • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October ___, 2007 among Pacific Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2005 among Pacific Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PROJECT OBJECTIVE
Pacific Gold Corp • March 30th, 2004 • Retail-eating places
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2007, by and among PACIFIC GOLD CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 26, 2007, by and between PACIFIC GOLD CORPORATION, a Nevada corporation with its principal place of business located at 157 Adelaide Street West, Suite 600, Toronto, Ontario, Canada M5H 4E7 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 26, 2007, by and among PACIFIC GOLD CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

10% CONVERTIBLE PROMISSORY NOTE OF PACIFIC GOLD CORP.
Pacific Gold & Royalty Corp. • December 8th, 2017 • Gold and silver ores • Nevada

THIS NOTE (“Note” or “Note”) is a duly authorized Convertible Promissory Note of PACIFIC GOLD CORP. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Convertible Promissory Note Due June 30, 2019 (“Maturity Date”) in the principal amount $1,451,154 (the “Note”).

Contract
Pacific Gold Corp • August 1st, 2013 • Gold and silver ores • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION UNDER THE ACT.

ORGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE DECEMBER 13, 2007
Pacific Gold Corp • December 14th, 2005 • Gold and silver ores

THIS DEBENTURE is one of a series of duly authorized and issued Original Issue Discount Convertible Debentures of Pacific Gold Corp., a Nevada corporation, having a principal place of business at 157 Adelaide Street West, Ste 600, Toronto, Ontario M5H 4E7 (the “Company”), designated as its Original Issue Discount Convertible Debenture, due December 13, 2007 (the “Debentures”).

LIMITED LOCK UP AGREEMENT
Limited Lock Up Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New York

This AGREEMENT (the “Agreement”) is made as of the 26 day of February, 2007, by the signatories hereto (each a “Holder”), in connection with their respective ownership of shares of Pacific Gold Corporation, a Nevada corporation (the “Company”) and securities convertible into shares of the Company. Terms not otherwise defined herein are defined in the Securities Purchase Agreement among the Company and the Buyer named therein; dated as of February 26, 2007 (the “Securities Purchase Agreement”).

Third Amendment to Option and Asset Sale Agreement
Option and Asset Sale Agreement • December 8th, 2017 • Pacific Gold & Royalty Corp. • Gold and silver ores • Nevada

This Third Amendment to Option and Asset Sale Agreement (“Third Amendment”) is made between Pacific Gold & Royalty Corp., a Wyoming corporation (“Seller”), and Pilot Metals Inc., a Nevada corporation (“Buyer”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 2nd, 2013 • Pacific Gold Corp • Gold and silver ores • California

This NOTE PURCHASE AGREEMENT (the “Agreement”) dated as of September 25, 2013 is made by and between Al Landau, an individual (the “Seller”), and Iconic Holdings, LLC, a Delaware limited liability company with principal address at 7200 Wisconsin Ave. Suite 206, Bethesda, MD 20814 (the “Buyer”). As used herein, the term “Parties” shall be used to refer to the Seller and Buyer jointly.

Pacific Gold Corp. – Yorkville Debt Agreement
Yorkville Debt Agreement • March 4th, 2009 • Pacific Gold Corp • Gold and silver ores

TORONTO, March 4, 2009 – Pacific Gold Corp. (OTCBB: PCFG) announced today that it has entered into an extension agreement with Yorkville Advisors regarding the convertible notes that were due on February 26th, 2009.

First Debenture Modification Agreement
First Debenture Modification Agreement • December 14th, 2005 • Pacific Gold Corp • Gold and silver ores

This modification agreement is dated as of December 13, 2005, and made by and among Pacific Gold, Corp. (“Company”), Crescent International Ltd. (“Crescent”) and Palisades Master Fund LP (“Palisades”).

PACIFIC GOLD CORP. TWELVE PERCENT (12%) CONVERTIBLE NOTE DATED _____, 2012
Pacific Gold Corp • September 13th, 2012 • Gold and silver ores

FOR VALUE RECEIVED, the Company promises to pay _____ (the “Holder”), the principal sum of $_____ (the “Principal Amount”) or such lesser principal amount following the conversion or conversions of this Note in accordance with Paragraph 2 (the “Outstanding Principal Amount”) on _____, 2013 (the “Maturity Date”), and to pay interest on the Outstanding Principal Amount (“Interest”) in a lump sum on the Maturity Date, at the rate of twelve percent (12%) per Annum (the “Rate”) from the date of issuance.

ASSIGNMENT AGREEMENT
Assignment Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores • New Jersey

THIS ASSIGNMENT AGREEMENT (this "Agreement"), is made on February 26, 2007, among PALISADES MASTER FUND LP. (the “Assignor”), CORNELL CAPITAL PARTNERS, LP, (the “Assignee”), and PACIFIC GOLD CORPORATION (the “Company”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Warrant.

LOCK UP AGREEMENT
Lock Up Agreement • February 27th, 2007 • Pacific Gold Corp • Gold and silver ores

The undersigned hereby agrees that for a period commencing on February 26, 2007 and expiring on the date thirty (30) days after the date that is the earlier of (i) the date that all amounts owed to Cornell Capital Partners, LP (the “Buyer”), under the Secured Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between Pacific Gold Corporation (the “Company”) and the Buyer dated February 26, 2007 have been paid or (ii) the date as of which all of the Secured Convertible Debentures have been converted in shares of Common Stock of the Company (the “Lock-up Period”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convert

MINING LEASE AND AGREEMENT
Mining Lease and Agreement • September 13th, 2012 • Pacific Gold Corp • Gold and silver ores • Nevada

This Mining Lease and Agreement (hereinafter called “Agreement”), made and entered into this ____ day of ___, 2011 (the “Effective Date”), among Nevada Rae Gold, Inc., a Nevada corporation (hereinafter called “Lessee”), and Thomas L. Belaustegui, Kathryn McKeown, Amy Belaustegui and Allie Belaustegui Adams, 71 Washington St., Reno, NV, 89503, Tricia Petersen, Mary Kim Piccinini, P.O. Box 151946, Ely, NV 89315, and Sam K. Bida, 2160 Crawford Street, Ely, Nevada 89301 (hereinafter individually called “Lessor” or collectively the “Lessors”).

Pacific Gold Corp. Suite 600 Toronto, Ontario M5H 4E7 Canada
Pacific Gold Corp • October 9th, 2007 • Gold and silver ores

Pacific Gold Corp. (“Company”) negotiated the sale of securities to Crescent International Ltd (“Crescent”) on October 5, 2007, in payment of $300,000, which include an original issue discounted debenture in face amount of $450,000 (“Crescent Debenture”), convertible into common stock of the Company at the rate of $.18, subject to adjustment, and a warrant to purchase up to 450,000 shares of common stock of the Company (“Crescent Warrant”), at an exercise price is $.18, subject to adjustment (the Crescent Debenture, Crescent Warrant and related documentation referred to as the “Crescent Transaction”). As part of the Crescent Transaction, the Company will register the common stock, $.001 par value (“Common Stock”) into which the Crescent Debenture and Crescent Warrant may be exchanged. This will be disclosed in a Current Report on Form 8-K filed by the Company on the conclusion of the Crescent Transaction.

OPTION AND ASSET SALE AGREEMENT
Option and Asset Sale Agreement • September 13th, 2012 • Pacific Gold Corp • Gold and silver ores • Nevada

This OPTION AND ASSET SALE AGREEMENT (hereinafter Agreement) is made and entered into this 8th day of February, 2011, between Pilot Metals Inc., a Nevada corporation (hereinafter "Buyer"), and Pacific Gold Corporation, a Nevada corporation, and Pilot Mountain Resources Inc., a Nevada corporation (hereinafter collectively referred to as "Seller").

AGREEMENT
Agreement • August 22nd, 2005 • Pacific Gold Corp • Gold and silver ores • Nevada

Pilot Mountain Resources Inc., a corporation incorporated pursuant to the laws of the State of Nevada (herein called “PMR”) and a wholly-owned subsidiary of Pacific Gold Corp., a Nevada corporation (“Pacific Gold”) and Platoro West Incorporated, a corporation incorporated pursuant to the laws of the State of Nevada (herein called “Platoro”).

MINING LEASE AND AGREEMENT
Mining Lease and Agreement • September 13th, 2012 • Pacific Gold Corp • Gold and silver ores • Nevada

This Mining Lease and Agreement (hereinafter called “Agreement”), made and entered into this 1st day of October, 2003, between Nevada Rae Gold, Inc., a Nevada corporation (hereinafter called “Lessee”), and Corporate Creditors Committee LLC, a Utah limited liability company, c/o Garry McAllister, 1291 West 12800 South, Riverton, Utah 84605 Suite 102 (hereinafter called “Lessor”).

LEAK-OUT AGREEMENT
Leak-Out Agreement • December 16th, 2013 • Pacific Gold Corp • Gold and silver ores • New York

THIS LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of this 26th day of November 2013, between ASHER ENTERPRISES, INC., a Delaware corporation (the "Holder") having a place of business at One Linden Road, Great Neck, New York 11021 and PACIFIC GOLD CORP., a Nevada corporation (the "Company") having a principal place of business at 848 North Rainbow Blvd. #2987, Las Vegas, Nevada 89107.