Common use of Purchase and Sale of Shares Purchase Price Clause in Contracts

Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”). In order to exercise the 50% Option, the Optionee shall: (i) have exercised and completed the 25% Option within 6 months from the Effective Date or as soon as practicable thereafter; (ii) have issued 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 6 months from the Effective Date or as soon as practicable thereafter; and (iii) pay to the order and the direction of the Optionor $750,000 (United States Dollars Seven Hundred and Fifty Thousand) within 13 months from the Effective Date or as soon as practicable thereafter; and (iv) issue 500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months from the Effective Date or as soon as practicable thereafter. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii), (iii) and (iv) have been completed. Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL. (b) Section 2.2(c) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75% Option”). In order to exercise the 75% Option the Optionee shall: (i) have exercised and completed the 50% Option within 13 months as from the Effective Date or as soon as practicable thereafter; (ii) issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months as from the Effective Date or as soon as practicable thereafter; and (iii) pay $ 3,000,000 (United States Dollars Three Million) to the order and the direction of the Optionor on or before March 31, 2010. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 75% Option only once all three obligations described above in points (i), (ii) and (iii) have been completed. Upon exercise of the 75% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL.

Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”). In order to exercise the 50% Option, the Optionee Optionee, within 6 months from the Effective Date or as soon as practicable thereafter, shall: (i) have exercised and completed the 25% Option within 6 months from the Effective Date or as soon as practicable thereafterOption; (ii) have issued issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, ; and within 6 12 months from the Effective Date or as soon as practicable thereafter; andDate, shall: (iii) pay to the order and the direction of the Optionor $750,000 $ 1,250,000 (United States Dollars Seven One Million Two Hundred and Fifty Thousand) within 13 months plus interest at a rate of 5% per annum accruing from the Effective Date or as soon as practicable thereafter; and (iv) issue 500,000 Optionee Shares date of this Amendment to the order and the direction of the Optionordate that payment is made, or whoever persons the Optionor indicates, within 13 months from the Effective Date or as soon as practicable thereafterif at all. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii), (iii) and (iviii) have been completed. Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL. (b) Section 2.2(c) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75% Option”). In order to exercise the 75% Option the Optionee shall: (i) have exercised and completed the 50% Option within 13 months as from the Effective Date or as soon as practicable thereafter; (ii) issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months as from the Effective Date or as soon as practicable thereafter; and (iii) pay $ 3,000,000 (United States Dollars Three Million) to the order and the direction of the Optionor on or before March 31, 2010. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 75% Option only once all three obligations described above in points (i), (ii) and (iii) have been completed. Upon exercise of the 75% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL.

Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”). In order to exercise the 50% Option, the Optionee shall: (i) have exercised and completed the 25% Option within 6 months from the Effective Date or as soon as practicable thereafter; (ii) have issued 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 6 months from the Effective Date or as soon as practicable thereafter; and (iii) pay to the order and the direction of the Optionor $750,000 (United States Dollars Seven Hundred and Fifty Thousand) within 13 months from the Effective Date or as soon as practicable thereafter; and (iv) issue 500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months from the Effective Date or as soon as practicable thereafter. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii), (iii) and (iv) have been completed. Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL. (b) Section 2.2(c) of the Agreement is hereby deleted in its entirety, . (b) Section 2.2(d) of the Agreement is hereby deleted in its entirety and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph beforeSection 2.2(b), the Optionee may exercise the third and fourth, twenty-five percent (25%) option options to acquire an additional 25% fifty percent (50%) interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75100% Option”). In order to exercise the 75100% Option Option, the Optionee shallshall within ten (10) business days of the Amendment Effective Date: (i) have exercised and completed the 50% Option within 13 months as from the Effective Date or as soon as practicable thereafter; issue a total of eleven million (ii11,000,000) issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months as from of which five million (5,000,000) Optionee Shares are acknowledged by Optionor to have been previously issued in March 2010; (ii) pay to the Effective Date or as soon as practicable thereafter; andorder and direction of the Optionor $250,000 (United States Dollars Two Hundred Fifty Thousand), of which such payment is acknowledged by Optionor to have been paid in March 2010; (iii) pay $ 3,000,000 issue a convertible note for $250,000 (United States Dollars Three MillionTwo Hundred and Fifty Thousand) to the order and the direction of Optionor in the form set forth on Exhibit A hereto (the “$250,000 Convertible Note”); and (iv) issue a convertible note for $3,250,000 (United States Dollars Three Million Two Hundred and Fifty Thousand) to the order and the direction of Optionor in the form set forth on or before March 31, 2010Exhibit B hereto (the “$3,250,000 Convertible Note”). For the purposes of this Agreement Agreement, the Optionee is deemed to have fully exercised the 75100% Option only once all three of the obligations described above in points (i), (ii), (iii) and (iiiiv) above have been completed. Upon exercise of the 75100% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25the final and remaining 50% of all the outstanding shareholding in BACON HILLXXXXXXXXX. Additionally, upon the exercise of the 100% Option, the Optionor shall become holder of the one (1) share that it currently holds in RIO XXXXXXXX as nominee and on trust for the exclusive and sole benefit and interest of the Optionee. The Optionor hereby undertakes to the Optionee at all times to exercise all rights in respect of the share that it holds in RIO XXXXXXXX strictly in accordance with the Optionee instructions. Upon completion of the 100% Option, the Optionee shall be the owner of one hundred percent (100%) undivided interest in the Mineral Rights through the direct ownership of 100% of the outstanding shareholding of XXXXXXXXX and indirect ownership of 100% of the outstanding shareholding of RIO XXXXXXXX.

Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”). In order to exercise the 50% Option, the Optionee Optionee, within 6 months from the Effective Date or as soon as practicable thereafter, shall: (i) have exercised and completed the 25% Option within 6 months from the Effective Date or as soon as practicable thereafterOption; (ii) have issued 2,000,000 issue 3,500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, ; and within 6 12 months from the Effective Date or as soon as practicable thereafter; andDate, shall: (iii) pay to the order and the direction of the Optionor $$ 750,000 (United States Dollars Seven Hundred and Fifty Thousand) within 13 months plus interest at a rate of 5% per annum accruing from the Effective Date or as soon as practicable thereafter; and (iv) issue 500,000 Optionee Shares date of this Amendment to the order and the direction of the Optionordate that payment is made, or whoever persons the Optionor indicates, within 13 months from the Effective Date or as soon as practicable thereafterif at all. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii), (iii) and (iviii) have been completed. Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILLXXXXXXXXX. (b) Section 2.2(c) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75% Option”). In order to exercise the 75% Option the Optionee shall: (i) have exercised and completed the 50% Option within 13 months as from the Effective Date or as soon as practicable thereafter; (ii) issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months as from the Effective Date or as soon as practicable thereafter; and (iii) pay $ 3,000,000 (United States Dollars Three Million) to the order and the direction of the Optionor on or before March 31, 2010. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 75% Option only once all three obligations described above in points (i), (ii) and (iii) have been completed. Upon exercise of the 75% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL.