Hudson Ventures Inc Sample Contracts

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Exhibit 1 NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 22nd, 2005 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada
Agreement ---------
Exchange Agreement • November 19th, 2004 • Battle Mountain Gold Exploration Corp. • Gold and silver ores
THIS AGREEMENT IS ENTERED INTO, DATED AND MADE FULLY EFFECTIVE AS OF MAY 1, 2006, BY AND BETWEEN:
Employment Agreement • July 21st, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia
between Nevada Gold Exploration Solutions, LLC and Battle Mountain Gold Exploration Inc Part II Operating Agreement of Pediment Gold LLC
Members' Agreement • November 19th, 2004 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada
RECITALS
And Development Agreement • January 7th, 2005 • Battle Mountain Gold Exploration Corp. • Gold and silver ores
RECITALS --------
Mining Lease Agreement • March 30th, 2005 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada
AGREEMENT AND PLAN OF MERGER by and among BATTLE MOUNTAIN GOLD EXPLORATION CORP., ROYAL GOLD, INC., and ROYAL BATTLE MOUNTAIN, INC. Dated as of April 17, 2007
Agreement and Plan of Merger • April 19th, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Colorado

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 17, 2007, is entered into by and among Battle Mountain Gold Exploration Corp., a Nevada corporation (the “Company”), Royal Gold, Inc., a Delaware corporation (the “Acquiror”), and Royal Battle Mountain, Inc., a Nevada corporation (the “Acquiror Sub”) (the Company, Acquiror and Acquiror Sub are individually hereinafter referred to as “Party” and collectively as the “Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 25, 2006, by and between BATTLE MOUNTAIN GOLD EXPLORATION CORP., a corporation organized under the laws of the State of Nevada (the "Company"), and IAMGOLD CORPORATION, a corporation incorporated under the laws of Canada (the “Investor").

BATTLE MOUNTAIN GOLD EXPLORATION CORP. as Guarantor and IAMGOLD CORPORATION as Secured Creditor GUARANTEE AND SUPPORT AGREEMENT April 25, 2006 STIKEMAN ELLIOTT LLP
Guarantee and Support Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia
BATTLE MOUNTAIN GOLD EXPLORATION CORP. and 1212500 ALBERTA LTD. as Borrowers - and – MACQUARIE BANK LIMITED as Bridge Lender BRIDGE FINANCE FACILITY AGREEMENT Dated for reference April , 2006
Bridge Finance Facility Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia

WHEREAS the Borrowers have requested that the Bridge Lender make available to them (on a joint and several basis) a bridge finance facility, and the Bridge Lender has agreed to do so on the terms and conditions set forth herein;

FIRST AMENDMENT TO THE BRIDGE FINANCE FACILITY AGREEMENT
Bridge Finance Facility Agreement • August 3rd, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada

WHEREAS Bridge Lender, Royal Battle Mountain, Inc., and Battle Mountain are parties to the Agreement and Plan of Merger, originally dated as of April 17, 2007, which is to be amended and restated simultaneously with this Amendment to the Credit Facility; and

SETTLEMENT AGREEMENT
Settlement Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada
SECURED PROMISSORY NOTE
Battle Mountain Gold Exploration Corp. • April 2nd, 2007 • Gold and silver ores

This Note is executed and delivered in connection with that certain Bridge Finance Facility Agreement, dated as of the date hereof, between the Borrowers and the Lender (the “Bridge Loan Agreement”), and reference is hereby made to the Bridge Loan Agreement and the Credit Facility Documents for the benefits, security interests, and terms and conditions under which the loans evidenced by this Note were made and are required to be repaid.

1212500 ALBERTA LTD. as Facility User - and – BATTLE MOUNTAIN GOLD EXPLORATION CORP. as Guarantor - and – MACQUARIE BANK LIMITED as Facility Provider GOLD FACILITY AGREEMENT Dated for reference April , 2006
Gold Facility Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia

WHEREAS the Facility User has requested that the Facility Provider make available to it a gold facility, and the Facility Provider has agreed to do so on the terms and conditions set forth herein;

Exhibit 10.3 Extension of Option Agreement
Option Agreement • September 16th, 2003 • Hudson Ventures Inc • Gold and silver ores

Pursuant to an option agreement dated as of January 21, 2002, Glen Macdonald ("GM") granted to Hudson Ventures, Inc., an option to acquire an interest in the Property (the "Agreement"). This letter confirms that in and for the sum of $1000 Cdn., the receipt of which is hereby acknowledged, GM has agreed to amend the terms of the Agreement by deleting the reference to "December 31, 2002" in section 2.1(C) and inserting "December 31, 2003" and further by deleting the reference to "December 31, 2003" in section 2.1(D) and inserting "December 31, 2004", and further by deleting the reference to "December 31, 2002 in section 2.1(D) and inserting "December 31, 2003". The remainder of the Agreement shall remain in full force and effect. xxx

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AMENDED AND RESTATED SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia

Amended and Restated Share Purchase Agreement dated April 25, 2006 between IAMGold CORPORATION (“IAMGold”), REPADRE INTERNATIONAL CORPORATION (“Repadre” and, together with IAMGold, the “Vendors”), BATTLE MOUNTAIN GOLD EXPLORATION CORP. (“BMGX”) and 1212500 ALBERTA LTD. (“AlbertaCo” and, together with BMGX, the “Purchasers”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among BATTLE MOUNTAIN GOLD EXPLORATION CORP., ROYAL GOLD, INC., and ROYAL BATTLE MOUNTAIN, INC. Dated July 30, 2007
Amended and Restated Agreement and Plan of Merger • August 3rd, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Colorado
Exhibit 10.3 Extension of Option Agreement HUDSON VENTURES, INC. 50 West Liberty Street, Suite 880, Reno, Nevada 89501 PHONE (604)727-4679 ___________________________________________________________________________ Glen Macdonald 303-1334 Cardero...
Extension of Option Agreement • August 29th, 2003 • Hudson Ventures Inc • Gold and silver ores

Pursuant to an option agreement dated as of January 21, 2002, Glen Macdonald ("GM") granted to Hudson Ventures, Inc., an option to acquire an interest in the Property (the "Agreement"). This letter confirms that in and for the sum of $1000 Cdn., the receipt of which is hereby acknowledged, GM has agreed to amend the terms of the Agreement by deleting the reference to "December 31, 2002" in section 2.1(C) and inserting "December 31, 2003" and further by deleting the reference to "December 31, 2003" in section 2.1(D) and inserting "December 31, 2004", and further by deleting the reference to "December 31, 2002 in section 2.1(D) and inserting "December 31, 2003". The remainder of the Agreement shall remain in full force and effect.

BATTLE MOUNTAIN GOLD EXPLORATION CORP. as Guarantor and IAMGOLD CORPORATION as Secured Creditor SECURITY AGREEMENT April 25, 2006
Security Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia

Security agreement dated as of April 25, 2006 made by BATTLE MOUNTAIN GOLD EXPLORATION CORP., to and in favour of IAMGOLD CORPORATION.

BRIDGE FINANCE FACILITY AGREEMENT
Battle Mountain • April 2nd, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada

WHEREAS the Borrowers have requested that the Bridge Lender make available to them (on a joint and several basis) a bridge finance facility, and the Bridge Lender has agreed to do so on the terms and conditions set forth herein;

CLOSING SECURITY AGREEMENT (Battle Mountain)
Closing Security Agreement • April 2nd, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Nevada

CLOSING SECURITY AGREEMENT dated for reference March 28, 2007 made by Battle Mountain Gold Exploration Corp. (the "Debtor") in favor of Royal Gold, Inc. ("Royal Gold").

SUBORDINATION AGREEMENT
Subordination Agreement • October 4th, 2006 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • British Columbia

THIS AGREEMENT dated for reference April , 2006 among Battle Mountain Gold Exploration Corp. (“BMG”), 1212500 Alberta Ltd. (“1212500”), BMGX (Barbados) Corporation (“NewCo Barbados”), 1210078 Alberta Ltd. (“NewCo Canada”) and Macquarie Bank Limited (“MBL”).

Exhibit 10.3 Extension of Option Agreement
Extension of Option Agreement • June 24th, 2003 • Hudson Ventures Inc • Gold and silver ores
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