BULLFROG GOLD CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Bullfrog Gold Corp., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2011, among Bullfrog Gold Corp., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG BULLFROG GOLD CORP. BULLFROG GOLD ACQUISITION CORP. and STANDARD GOLD CORP. Dated as of September 30, 2011Agreement of Merger and Plan of Reorganization • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on September 30, 2011, by and among Bullfrog Gold Corp., a Delaware corporation (“Parent”), Bullfrog Gold Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Standard Gold Corp., a Nevada corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2011, is made by and between Bullfrog Gold Corp., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ___, 20___ (the “Grant Date”), is between Bullfrog Gold Corp. (the “Company”) and ___ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Bullfrog Gold Corp., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”), with each Unit consisting of one (1) share of the Company’s common stock and a warrant, as more fully described below, at a purchase price of Forty Cents ($0.40) per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”) (or, at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, one share of the Company’s Series A Preferred Stock, par value $0.0001 per share, which is convertible into one (1) share of Common Stock, with s
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of _____, 20__ (the “Grant Date”), is between Bullfrog Gold Corp., a Delaware corporation (the “Company”), and ______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT AGREEMENTAgreement of Conveyance, Transfer and Assignment Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • New York
This Agreement of Conveyance, Transfer and Assignment Agreement (“Agreement”) is made as of August 30, 2011, by and between Aurum National Holdings Ltd., a Wyoming corporation, with an address of 1501-1228 Marinaside Crescent, Vancouver, BC Canada V6Z 2W4 (“Assignor”), and Standard Gold Corp. a Nevada corporation (“Assignee”).
OPTION TO PURCHASE AND ROYALTY AGREEMENTOption to Purchase and Royalty Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • Arizona
THIS OPTION TO PURCHASE AND ROYALTY AGREEMENT (this “Agreement”) is made this 28th day of September, 2011, (the “Effective Date”) by and among SOUTHWEST EXPLORATION, INC, an Arizona corporation (“Optionor”) and STANDARD GOLD CORP., a Nevada corporation (“Optionee”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSTransfer and Assumption Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of September 30, 2011, by Bullfrog Gold Corp., a Delaware corporation (“Assignor”), and KOPR Resources Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
AMENDED AND RESTATED AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAmended and Restated Agreement • October 6th, 2011 • Bullfrog Gold Corp. • Metal mining • New York
This Amended and Restated Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Amended and Restated Transfer and Assumption Agreement”) is made as of September 29, 2011, by and between BULL FROG HOLDING, INC., a Nevada corporation (a/k/a Bullfrog Holdings, Inc.) (“BHI”), with an address of #320 – 1111 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2J3, NPX METALS, INC., a Nevada corporation (“NPX” and collectively with BHI, “Assignor”), with an address of 3266 West Galveston Road, #107, Apache Junction, Arizona 85220, and STANDARD GOLD CORP., a Nevada corporation, with an address of 897 Quail Run Drive, Grand Junction, Colorado 81505 (“Assignee”). NPX, BHI, and Assignee, are sometimes referred to herein each as a party, or together as the parties.
