Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. If Company elects to exercise its options as described in Article I above it shall do so by giving notice to Lessor in the manner set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance.

Purchase Price and Closing. If Company elects to exercise its options as described in Article I above it shall do so by giving notice to Lessor in the manner set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under Property is One Million Dollars ($1,000,000.00) (the Prospecting Permits Option “Purchase Price”). The Purchase Price shall be U.S. Seventy Five paid by Purchaser as follows: 3.1 Within five (5) business days after the Effective Date, Purchaser shall deposit the sum of Ten Thousand Dollars ($75,000.0010,000.00) (the “Xxxxxxx Money Deposit”) with Park City Title Company (the “Escrow Agent”). 3.2 Upon payment of the Xxxxxxx Money Deposit, Seller shall grant to Buyer all necessary access to the Property to conduct necessary due diligence (“Due Diligence Period”) prior to purchase. The purchase price under the Premises Option Due Diligence Period shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty expire ninety (3090) days from the date Effective date. In the event any soil sampling or other testing needs to occur beyond the initial Due Diligence Period, Seller agrees that the Due Diligence period may be extended at the request of the Purchaser, for an additional sixty (60) days to allow for testing in a snow-free environment. If prior to the close of the Due Diligence Period, the Purchaser determines in its sole and absolute discretion that circumstances exist which render the Property unsuitable for the Purchaser’s intended use, the Purchaser may terminate this Agreement by giving written notice to Sellers and Escrow Agent in which event this Agreement shall be canceled and the Xxxxxxx Money shall be returned to the Purchaser. If the Purchaser fails to give such notice prior to the expiration of election. On or before the date of closingDue Diligence Period, Company then the Purchaser will be deemed to have determined that the Property is suitable for Purchaser’s intended use. 3.3 Upon Closing [defined below], the Xxxxxxx Money Deposit shall deliver to Lessor be applied against the Purchase Price, and the balance of the purchase price calculated pursuant Purchase Price shall be paid to Seller in immediately available funds. 3.4 The closing (the “Closing”) shall occur sixty (60) days after the close of the Due Diligence Period (the “Closing Date”). The Closing shall be held at the offices of the Escrow Agent or such other location as the parties shall mutually designate. Seller and Purchaser shall have the right to extend the Closing Date by written agreement. In the event that Closing does not occur by the initial Closing Date or any extension agreed to in writing by Seller and Purchaser, this Article IV in exchange for conveyance documentsAgreement shall terminate, in form acceptable to Company, conveying which case the Premises to Company. Such conveyance Xxxxxxx Money Deposit shall be made free released to Seller, and clear the parties shall be relieved of further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any liens or encumbrances subject only to those matters set forth termination of this Agreement as described in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents Paragraph 8.1 and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance8.2 below.

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options as described issue and sell to the Purchasers and, in Article I above it consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall do so by giving notice to Lessor be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the manner set forth in Article XII, amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the date Securities and Exchange Commission (the "Commission") providing for the resale of closing specified the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the noticeamount of Three Hundred Fifty Thousand Dollars ($350,000). The purchase price for all of final Closing under this Agreement (the Premises under "Final Closing") shall take place no later than five (5) business days after the Premises Option Commission declares the Registration Statement effective (the "Final Closing Date") and shall be U.S. One Million Five funded in the amount of Three Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00300,000). The purchase price for Initial Closing Date, the Prospecting Permits under Second Closing Date and the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00)Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise Each Closing of the Gold Coin 55 purchase and Prospecting Permits Option,; Expenditures sale of the Notes and Warrants to be acquired by the Purchasers from the Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing this Agreement shall take place within thirty (30) days from at the date offices of Kramer Levin Naftalis & Franxxx XXX, 0000 Xxxxxx of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all of the notice conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of election. On or before this Agreement, at each Closing, the date of closing, Company shall deliver or cause to Lessor be delivered to each Purchaser (x) its Note for the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters principal amount set forth in opposite the name of such Purchaser on Exhibit A andhereto, with respect (y) a Series A Warrant and Series B Warrant to unpatented mining claimspurchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance.

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options issue and sell to the Subscriber and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Subscriber agrees to purchase (i) at the Initial Closing, 1,500,000 shares of Common Stock at a price of $5.00 per share for an aggregate purchase price of $7,500,000 (the “Initial Purchase Price”) and (ii) at the Additional Closing, 1,300,000 shares of Common Stock at a price of $5.00 per share for an aggregate purchase price of $6,500,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The initial closing (the “Initial Closing”) of the purchase and sale of the shares of Common Stock and the Warrants to be acquired by the Subscriber from the Company under this Agreement is contingent upon the substantially concurrent consummation of the Transactions, as described in Article I above it shall do so provided by giving the Business Combination Agreement. Upon written notice from (or on behalf of) the Company to Lessor in the manner Subscriber (the “Closing Notice”) that the Company reasonably expects all (i) conditions to the consummation of the Transactions to be satisfied and (ii) conditions set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental IV hereof and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating applicable to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Initial Closing shall take place within thirty have been fulfilled or waived in accordance herewith, on a date that is not less than ten (3010) days from the date of the notice of election. On or before Closing Notice, Subscriber shall deliver to the Company, at least two (2) business days prior to the scheduled closing date specified in the Closing Notice, to be held in escrow until the date of closingthe Initial Closing (the “Initial Closing Date”), the Initial Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company shall deliver in the Closing Notice, which at the Closing will be released to Lessor the balance Company against delivery by the Company promptly after the Closing to Subscriber of the purchase price calculated pursuant to this Article IV Securities in exchange for conveyance documentsbook-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only other restrictions (other than those arising under this Agreement or applicable securities laws). At the Initial Closing, the Company shall deliver to those matters set forth in Exhibit A the Subscriber written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Securities on and as of the Closing Date. After the Initial Closing, the Company and the Subscriber shall conduct an additional closing (the “Additional Closing” and, together with respect to unpatented mining claimsthe Initial Closing, a “Closing” and the date of the Additional Closing, the paramount title “Additional Closing Date”) as soon as reasonable practicable following, and in any event within 3 Business Days of, the earlier of (i) the date on which the Registration Statement registering all of the United States. Lessor shall execute other documents Registrable Securities is declared effective by the Commission and perform such other acts as Company may reasonably require to effect transfer (ii) the three month anniversary of the Premises to CompanyInitial Closing Date. At the Additional Closing, whether or not such acts occur at closing. Lessor the Company shall bear the costs of any transfer or other taxes assessed due deliver to the conveyanceSubscriber written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Securities on and as of the Closing Date. Subject to all conditions to Closing having been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “Closing Date”).

Purchase Price and Closing. If The Company elects agrees to exercise its options as described issue and sell to the Purchasers and, in Article I above it consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that amount of the Notes set forth opposite their respective names on Exhibit A for an aggregate purchase price equal to $1,745,000. The purchase and sale of the Notes (the "Closing") to be acquired by the Purchasers from the Company under this Agreement shall do so by giving notice take place at the offices of Xxxxxx Xxxxxx LLP at 10:00 a.m. E.S.T. (i) on the date on which the last to Lessor in be fulfilled or waived of the manner conditions set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option IV hereof and applicable to such Closing shall be U.S. One Million Five Hundred Thousand Dollars fulfilled or waived in accordance herewith or ($1,500,000.00). .The purchase price for ii) at such other time and place or on such date as the Gold Coin 55 claim under Purchasers and the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars Company may agree upon ($25,000.00each, a "Closing Date" and the first such Closing Date, the "Closing Date"). The Company acknowledges and agrees that the principal amount of $1,745,000 and all interest accrued and outstanding thereon on the date hereof pursuant to the amended and restated promissory note, dated as of October 16, 2000 (the "Bridge Note"), issued by the Company in favor of Gilston Corporation Ltd. ("Gilston") shall constitute consideration for, and payment of, the purchase price by Gilston (or its designees) for their respective pro rata portion of the Prospecting Permits Notes. Gilston acknowledges and agrees that upon the Closing of the sale of the Notes, the Amended and Restated Pledge Agreement dated as of October 16, 2000 (the "Amended and Restated Pledge Agreement") between Gilston and Xxxx Trust, a trust formed under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars laws of Gibraltar ($75,000.00the "Trust"). The purchase price under , and the Premises Option shall be credited Amended and Restated Agreement of Guaranty dated as of October 16, 2000 (the "Amended and Restated Agreement of Guaranty") by the Trust in favor of Gilston, which were entered into in connection with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments loans made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options Bridge Note shall be credited with terminated and canceled. At the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay Closing, the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of Purchasers certificates (in such denominations as Gilston shall request) representing the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due Notes equal to the conveyancetotal amount of principal and interest accrued and outstanding under the Bridge Note on the Closing.

Purchase Price and Closing. If Company elects (a) In consideration of the sale, assignment, conveyance, transfer and delivery to exercise its options Buyer of the right, title and interest as described in Article I above it shall do so by giving notice to Lessor of the Closing of Seller in the manner Acquired Assets, Buyer shall pay to Seller an amount equal to the Purchase Price. (b) The aggregate amount to be paid by Buyer for the Acquired Assets (and assumption of Assumed Liabilities) shall be an amount equal to the sum of (i) Two Hundred Forty-One Million Dollars ($241,000,000) (the “Base Purchase Price”), plus (ii) the Net Working Capital Adjustment Amount (expressed as a positive or negative amount as calculated), minus (iii) if the Closing has not occurred prior to the bid submission deadline for the 2021/22 Auction, the Uncleared BRA Capacity Adjustment Amount, minus (iv) if the Closing has not occurred on or prior to the date that is six (6) months after the date of this Agreement, the Base Purchase Price Adjustment Amount (the amount calculated pursuant to the foregoing clauses (i) through (iv), collectively, the “Purchase Price”). The Net Working Capital and all components thereof shall be calculated in accordance with the methodology set forth on Schedule C hereto. (c) Not less than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written notice (the “Estimated Statement”) setting forth (i) the amount of the Estimated Purchase Price, together with reasonable supporting information and calculations of the Net Working Capital Adjustment Amount, the Uncleared BRA Capacity Adjustment Amount and the Base Purchase Price Adjustment Amount, and (ii) the account or accounts to which the Estimated Purchase Price should be delivered. At the Closing, Buyer shall pay the Estimated Purchase Price to Seller by wire transfer of immediately available funds to the account or accounts specified in the Estimated Statement. Seller shall cause the Estimated Statement to be prepared in accordance with this Agreement. (d) The closing of the purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of Xxxxx Xxxxx L.L.P., 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. at 10:00 a.m., Washington, D.C. time, on the tenth (10th) Business Day following the satisfaction or waiver of the conditions set forth in Article XII‎6 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction of such conditions at the Closing), with or at such other time, date and place as may be mutually agreed upon in writing by the Parties (the date of closing specified in on which the notice. The purchase price for all of Closing actually occurs being referred to as the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00“Closing Date”). The purchase price for the Prospecting Permits under the Prospecting Permits Option Closing shall be U.S. Seventy Five Thousand Dollars effective for all purposes at 00:00:01 Eastern Prevailing Time on the Closing Date ($75,000.00the “Effective Time”). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance.

Purchase Price and Closing. If Company elects (a) In consideration of the sale, assignment, conveyance, transfer and delivery to exercise its options Buyer of the right, title and interest as described in Article I above it shall do so by giving notice to Lessor of the Closing of Seller in the manner set forth in Article XIIAcquired Assets, with at the date Closing Buyer shall pay to Seller an amount equal to the Purchase Price. (b) The aggregate amount to be paid by Buyer for the Acquired Assets (and assumption of closing specified Assumed Liabilities) shall be an amount equal to the sum of (i) One Hundred Fifteen Million Dollars ($115,000,000.00) (the “Base Purchase Price”), plus (ii) the aggregate price of the Option Capital Spares identified in the notice. The purchase price for Option Capital Spares Notice delivered by Buyer in accordance with Section 2.02(c), if any (collectively, the “Purchase Price”). (c) Buyer shall have the option to acquire any or all of the Premises under capital spare parts set forth on Section 2.02(c) of the Premises Seller Disclosure Schedule (the “Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00Capital Spares”). .The purchase price , in each case for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00)price set forth therein. The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant Buyer may exercise its option to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise acquire any or all of the Gold Coin 55 and Prospecting Permits Option,; Expenditures Option Capital Spares by Company under delivering notice of its election to do so (the Lesser Interest provision of Section VII.,C; relating “Option Capital Spares Notice”) to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within Seller not less than thirty (30) days from following the date of this Agreement, which Option Capital Spares Notice shall specify (i) the notice Option Capital Spares that Buyer is electing to purchase and (ii) the aggregate price therefore. At the Closing, Buyer shall pay the Purchase Price to Seller by wire transfer of election. On immediately available funds to the account or before accounts specified by Seller, which account or accounts shall be specified in writing to Buyer not less than five (5) Business Days prior to the date of closing, Company shall deliver to Lessor the balance Closing. (d) The closing of the purchase price calculated and sale of the Acquired Assets and the assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., Eastern Prevailing Time, on (i) the later of (x) the second Business Day following the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of such conditions at the Closing), and (y) if Buyer has received Updating Information and has elected not to terminate this Agreement pursuant to Section 5.14, on the fifth Business Day following the receipt of such Updating Information, or (ii) at such other time, date and place as may be mutually agreed upon in writing by the Parties (the date on which the Closing actually occurs pursuant to this Article IV in exchange for conveyance documents, in form acceptable clause (d) being referred to Company, conveying as the Premises to Company“Closing Date”). Such conveyance The Closing shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, effective for all purposes at 00:00:01 (Eastern Prevailing Time) on the paramount title of Closing Date (the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance“Effective Time”).

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options as described issue and sell to the Purchasers and, in Article I above it consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of up to $2,168,000 (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall do so take place on or before July 16, 2008 (the “Closing Date”). The closing of the purchase and sale of the Notes and Warrants to be acquired by giving notice to Lessor in the manner Purchasers from the Company under this Agreement shall take place at the offices of Platinum Long Term Growth VI, LLC (the “Lead Purchaser”), 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article XIIIV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, with at the date Closing the Company shall deliver or cause to be delivered to each Purchaser (x) Notes for the principal amount set forth opposite the name of closing specified such Purchaser on Exhibit A hereto and (y) the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company. All references to Dollars in this Agreement and all other Transaction Documents shall mean and refer to United States Dollars. Notwithstanding anything to the notice. The purchase price for all contrary contained herein, the Purchasers shall be permitted to wire their aggregate Purchase Price to the Lead Purchaser’s counsel, to be held in escrow by the Lead Purchaser’s counsel and to be released upon instruction of the Premises under Lead Purchaser and the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars Company after receipt of the aggregate Purchase Price ($1,500,000.00it being understood that Xxxxxx Xxx’x Purchase Price has already been delivered to the Company). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental It is understood and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any agreed that a portion of the Premises Purchase Price shall be paid directly to repay amounts outstanding pursuant to the Bridge Note (as defined below), amounts owed to Compass Bank by the Company, title insurance and recording charges, the cash payment owed to the Finder (as defined below) upon Closing and the Lead Purchaser’s legal fees (as contemplated by Section 7.1). Funds owed pursuant to the Bridge Note and the Finder shall be repaid on Closing; provided that the Finder and Viscount Investment, Ltd. shall immediately reinvest such funds in the aforesaid mannerform of a bridge note, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place be repaid within thirty (30) 14 days from the date of the notice of electionClosing (the “Closing Note”), which funds shall be wired to the Company on Closing. On or before Viscount Investment Group, Ltd. and Bodie Investment Group Inc. have executed this Agreement to evidence their agreement to loan to the date of closing, Company shall deliver to Lessor the balance proceeds of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyanceClosing Note.

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for a purchase price of $5,500.00 per Unit (the “Per Unit Purchase Price”) for an aggregate purchase price of up to $3,492,500 (the “Purchase Price”) or 635 Units, provided, however, that a portion of the Purchase Price may also be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as described in Article I above it evidenced by promissory notes up to an aggregate principal amount of $150,000 held by such Purchasers, and provided, further, the Company may issue up to an additional 100 Units solely to cover over-allotments, for an aggregate Purchase Price of up to $4,042,500 or 735 Units. The initial closing (the “Initial Closing”) of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall do so by giving notice to Lessor in take place at such time as Purchasers have executed this Agreement, and all of the manner conditions set forth in Article XIIIV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the date of closing specified Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 90th day following the Initial Closing Date. Such Additional Closings may utilize a third party escrow agent in the noticeconnection therewith. The purchase price for Subject to all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant conditions to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all Closing have been satisfied or any portion of the Premises in the aforesaid mannerwaived, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. each Closing shall take place within thirty at such time and place as the parties shall agree (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyancea “Closing Date”).

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for a purchase price of $5,500.00 per Unit (the “Per Unit Purchase Price”) for an aggregate purchase price of up to $3,492,500 (the “Purchase Price”) or 635 Units, provided, however, that a portion of the Purchase Price may also be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as described in Article I above it evidenced by promissory notes up to an aggregate principal amount of $150,000 held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall do so by giving notice to Lessor in take place at such time as Purchasers have executed this Agreement, and all of the manner conditions set forth in Article XIIIV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the date of closing specified Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 90th day following the Initial Closing Date. Such Additional Closings may utilize a third party escrow agent in the noticeconnection therewith. The purchase price for Subject to all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant conditions to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all Closing have been satisfied or any portion of the Premises in the aforesaid mannerwaived, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. each Closing shall take place within thirty at such time and place as the parties shall agree (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyancea “Closing Date”).

Purchase Price and Closing. If Company elects A. In full consideration of the AMD Cash Payment, and of all rights, title and interest in and to exercise the Assets granted by AMD to IEC hereunder, and in consideration of the AMD’s representations, warranties and covenants hereunder, IEC agrees to issue to AMD or its options as described in Article I above it shall do so by giving notice to Lessor designees a number of common shares in the manner capital stock of IEC equal to 100% of the aggregate number of common shares of IEC issued and outstanding immediately prior to the Closing Date, being ONE HUNDRED FIFTY TWO MILLION ONE HUNDRED SEVENTY TWO THOUSAND TWO HUNDRED EIGHTY SEVEN (152,172,287) shares (the “Purchase Shares”). IEC`s issuance of the Purchase Shares to AMD or any designee of AMD shall be subject in each instance to AMD or its applicable designee B. AMD acknowledges and agrees that the Purchase Shares may only be issued by IEC in reliance on an exemption from the prospectus and registration requirements of the Securities Act of 1933. Accordingly, AMD acknowledges and agrees that IEC`s obligation to issue the Purchase Shares shall in each instance be subject to AMD or any applicable designee executing a subscription agreement and/or representation letter in a form acceptable to IEC and which contains such customary and reasonable representations, warranties and covenants necessary to establish: (i) IEC’s compliance with, and due reliance upon an available exemption from the prospectus and registration requirements of the Securities Act of 1933; (ii) the agreement of the applicable subscriber to abide by all resale restrictions and hold periods imposed by all applicable securities legislation; and (iii) the agreement of the applicable subscriber that all certificates representing the applicable Purchase Shares will be endorsed with a legend pursuant to the Securities Act of 1933 and substantially in a form set forth out below in Article XII, with order to reflect the date fact that the Purchase Shares will be issued to the subscriber pursuant to an exemption from the registration requirements of closing specified the Securities Act of 1933: For subscribers not resident in the noticeUnited States: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). The purchase price for all NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For subscribers resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” C. In this Agreement, “Closing” means the completion of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated Transaction pursuant to this Article IV in exchange for conveyance documentsAgreement on the Closing Date. “Closing Date” means March 21, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens 2014 or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts date as Company the Parties may reasonably require to effect transfer of agree upon, provided that this Agreement will terminate unless amended by the Premises to CompanyParties if the Closing has not occurred by June 30, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance2014.

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise its options as described issue and sell to the Purchaser and, in Article I above it shall do so by giving notice consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser, agrees to Lessor in purchase the manner set forth in Article XII, with the date of closing specified in the notice. The Initial Note for a minimum purchase price of $2,500,000 (the "Minimum Purchase Price"). During the Investment Period, the Purchaser may invest up to an additional $2,500,000 for a total aggregate purchase price of $5,000,000 (the "Maximum Purchase Price"). Subject to all conditions to closing being satisfied or waived, the Initial Closing of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise sale of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under Note, at the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid mannerMinimum Purchase Price, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within at the offices of Huxxxx Xxxxxxx Xxxxxxx XLC (the "Initial Closing") at 5:00 pm (EDT) (or at such earlier time agreed to by the Company and Purchaser) on June 10, 2016 (the "Initial Closing Date") which can be further extended up to thirty (30) days from by the mutual agreement of the Company and the Purchaser. During the Investment Period, the Purchaser shall have the right to invest additional amounts up to the Maximum Purchase Price and, the Company and the Purchaser may hold additional closings up to the Maximum Purchase Price (each, a "Closing" and upon investment of the Maximum Purchase Price or expiration of the Investment Period, the "Final Closing"). At each Closing (each a "Closing Date"), the Purchaser shall pay the additional purchase price to be invested and tender the Initial Note or any subsequently issued Note for a new Note at each such Closing that represents the full amount invested by the Purchaser up to the date of such Closing. Subject to the notice terms and conditions of election. On or before this Agreement, at the date of closing, Initial Closing the Company shall deliver or cause to Lessor be delivered to the balance Purchaser a (x) the Initial Note in the amount of $2,500,000, and (y) any other documents required to be delivered pursuant to Article 4 hereof. At the time of the Initial Closing, the Purchaser shall have delivered the Minimum Purchase Price by wire transfer or by check pursuant to the Subscription Agreement (as such terms are hereafter defined). If any subsequent Closing occurs, the Company shall deliver or cause to be delivered to the Purchaser (x) a new Note in the amount of the previously issued Note plus any additional amounts invested at such Closing, which will replace the previously issued Note, and (y) any other documents required to be delivered pursuant to Article 4 hereof. At any subsequent Closing, the Purchaser shall deliver the additional purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due previously issued Note to the conveyanceCompany.

Purchase Price and Closing. If Company elects Upon satisfaction of the Conditions Precedent to exercise its options Closing (as described defined in Article I above it Paragraph 5), Seller shall do so by giving notice sell, and Purchaser agrees to Lessor purchase the Property in the manner set forth in Article XII, accordance with the date terms of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00)this Agreement. The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Property is Three Million Five Hundred Fifty Two Thousand and No/100 Dollars ($75,000.003,552,000.00) (the “Purchase Price”). The purchase price under the Premises Option Purchase Price shall be credited paid by Purchaser as follows: 3(a) Within one (1) day after the Effective Date, Purchaser shall deposit the sum of Fifty Thousand and No/100 Dollars ($50,000.00) (the “Deposit”) with Xxxxxx Xxxxx, 000 Xxxx Xxxxxx, Suite 400, Charleston, SC 29401 (the Rental “Escrow Agent”). 3(b) In order to preserve, maintain and Royalty payments made continue its rights under this Agreement, Purchaser shall pay and deliver to Escrow Agent within one (1) day after the end of the Feasibility Period the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) as an additional deposit (the “Additional Deposit”). The term “Deposit” as used in this Agreement shall be deemed to include the Additional Deposit if the same is deposited with Escrow Agent pursuant to Sections V.A. this Paragraph 3(b). 3(c) The Escrow Agent shall deposit the Deposit in an interest bearing account held at Xxxxx Fargo Bank, N.A. and B. not already credited Purchaser shall be entitled to all interest accumulating on the Deposit, unless Seller is entitled to retain the Deposit pursuant to the terms of Paragraph 7 below or any other provision of this Agreement. 3(d) Upon Closing (as defined below), the Deposit shall be applied against purchase obligations under the Gold Coin 55 Purchase Price, and Prospecting Permits Options; Monies paid for exercise the balance of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options Purchase Price shall be credited with paid to Seller in immediately available funds. 3(e) The closing (the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay “Closing”) shall occur on or before the other items discussed in Article X. Upon the purchase earlier of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within (i) thirty (30) days from following the Zoning Change approval and (ii) June 1, 2011. The Closing shall be held at the offices of the Escrow Agent or such other location as the patties shall mutually designate. Time is of the essence with respect to the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyanceClosing.

Purchase Price and Closing. If Subject to the terms and conditions hereof, the Company elects agrees to exercise issue and sell to the Purchaser at a price of US$4.56 per share (the “Purchase Price”) and total Purchase Price amounts to US$13,680,000(the “Total Purchase Price”). Within 21 days after the Signature Date of this Agreement, and subject to the satisfaction of all of the preconditions provided in Art. 5 of this Agreement, the Purchaser shall pay the Total Purchase Price of US$13,680,000 or its options equivalent in RMB to the designated account by the Company as described in Article I above it follows: Account Name: Tsingda eEDU Corporation Account Number: 303851-060 (USD) Bank Name: East West Bank Hong Kong Branch Bank SWIFT Code: XXXXXXXX USD Payment Instruction: Standard Chartered Bank, New York, (SWIFT CODE: XXXXXX00) for a/c of East West Bank, Hong Kong Branch, (SWIFT CODE: XXXXXXXX), UID 421686 A/C No. 3582023069001 East West Bank H.K. Branch Address: 00 Xxxxx, Xxxxxxxxxx Xxxxx Xxxx Xxxx, the Landmark, 15 Queen’s Road Central, Hong Kong. (The Exchange rate shall do so be determined according to the average rate of the central parity rates for the previous 6 working days announced by giving notice the China Foreign Exchange Trading Center authorized by the People’s Bank of China on its official website). The purchaser spontaneously become shareholder of the Company with the completion of mentioned payment; have all shareholders’ rights including the rights on the rolling balance of retained earnings up to Lessor the payment date. The Company shall, within 30 working days after the payment by the Purchaser of the Total Purchase Price to the designated account, deliver any and all necessary and appropriate documents or certificates certifying the shareholding of 3,000,000 Shares to the Purchaser, and register the name of the Purchaser and the number of the Shares purchased by the Purchaser in the manner relevant authority. Subject to the terms and conditions set forth in Article XIIthis Agreement, with the date and time when the Company delivers any and all necessary and appropriate documents or certificates certifying the shareholding of closing specified in 3,000,000 shares to the notice. The purchase price for all of the Premises under the Premises Option Purchaser shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for considered as the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyanceDate.

Purchase Price and Closing. The overall purchase price for the Land shall be One Million Three Hundred Sixty Thousand Dollars ($1,360,000.00), payable as follows: A. Purchaser has paid Twenty-Five Thousand Dollars ($25,000.00) upon execution of a letter of intent, which deposit is held by Attorneys for Purchaser, Gunster, Yoakley, Xxxxxx-Xxxxx and Xxxxxxx, P.A., Xxxxxxxx Point, Suite 500 East, 000 Xxxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000, ("Escrow Agent"). B. An additional deposit of Fifty Thousand Dollars ($50,000) will be paid by Purchaser to the Escrow Agent upon execution of this Agreement and will also be held in escrow by the Escrow Agent. C. The last date upon which both parties execute this Agreement, shall be the "Effective Date." All monies paid pursuant to this Paragraph shall be referred to as "Deposits" and upon receipt of a duly executed I.R.S. form W-9 from Purchaser, shall be deposited in an interest bearing money market account in a Federally insured depository institution. All interest shall be paid to Purchaser at the time said Deposits are disbursed pursuant to this Agreement, unless such Deposits are forfeited to Seller as a result of Purchaser's default. If Company elects Purchaser is entitled to exercise and in fact exercises any of Purchaser's options to terminate this Agreement as provided herein, then the Deposits and all other payments made to Escrow Agent or Seller by Purchaser hereunder shall be promptly refunded in full by Escrow Agent and/or Seller, as appropriate, to Purchaser in accordance with the terms of this Agreement, but in no event later than ten (10) calendar days after such notice of termination is given. If Seller fails to authorize the Escrow Agent to make said refund when due, Seller shall be responsible to pay Purchaser interest on such funds at a rate per annum equal to the prime rate or base rate of The First National Bank of Boston plus ten percent (10%) per annum, commencing upon the date notice of termination is given and continuing until said refund has been made in full. D. Purchaser shall pay One Million Three Hundred Sixty Thousand Dollars ($1,360,000.00) cash at closing on the Land, subject to the adjustments set forth in paragraph 1.G below of which the deposits referred to in Sub-Paragraphs A and B shall be a part. E. All monies due shall be U.S. funds in the form of cash, cashier's check drawn on a local bank or wire transfer completed before noon on the date due. Any prorations shall be added to or deducted from cash at closing. F. The closing hereunder shall take place at the office of Seller's attorney. Closing on the Land shall occur at 12:00 E.S.T. on March 3, 1997, unless extended as provided herein (the "Closing Date"). If Purchaser is diligently pursuing the financing and Permits (as defined below) necessary to construct its options proposed development as described specified in Article I above it shall do so paragraph 2.B. below, but has not obtained the same by February 21, 1997, Purchaser may extend the Closing Date for up to two thirty (30) day periods to no later than May 2, 1997, by giving Seller written notices of each thirty (30) day extension a minimum of ten (10) days prior to the closing date, each notice being accompanied by Seven Thousand Five Hundred Dollars ($7,500). Each payment for an extension shall be paid for each thirty (30) day period or any fraction thereof. Extension payments are non-refundable if the closing does not occur, except in the event of Seller's default or Buyer's failure to Lessor obtain permits. The extension payments shall be credited against the purchase price at closing. G. The purchase price referred to in Paragraph 1.A. above (the "Purchase Price") shall be adjusted to reflect the following: (i) Assessments due under the recorded declarations affecting the Land shall be apportioned as of the Closing Date, and the net amount shall be added to or deducted from the Purchase Price, as the case may be; (ii) Ad valorem real estate taxes shall be adjusted in the manner set forth in Article XIIParagraph 12.C. below; (iii) If at any time following the making of any of the adjustments to the Purchase Price, with the date amount thereof shall prove to be incorrect, or it should be discovered that some adjustment which should have been made was inadvertently omitted altogether, the party in whose favor the error was made shall pay the sum necessary to correct such error to the other party promptly following receipt of closing specified in the noticenotice of such error from such other party. The purchase price for all provisions of this Paragraph 1.G. shall survive the closing of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures transaction contemplated by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyanceAgreement.

Purchase Price and Closing. If (a) The number of Shares to be issued by the Company elects to exercise its options each of the Sellers at Closing (defined below) pursuant to the terms hereof shall be determined by dividing the Payment to be delivered at Closing to each Seller (as described in Article I above it determined by aggregating the purchase price for the Equipment owned by each such Seller per Exhibit A) by the per share price of the Company’s Common Stock, which shall do so by giving notice to Lessor be calculated using the 30-day trailing volume-weighted average price of a share of Common Stock on the Over-the-Counter Bulletin Board as determined before the opening of trading in the manner Company’s Common Stock on the day immediately prior to Closing (the “Share Price”); provided, that the purchase price associated with the Equipment owned by a Seller, if any, that is rejected by the Company during the Acceptance Period shall be deducted from the Payment due to that Seller in accordance with the pricing set forth on Exhibit A. (b) The Company and the Sellers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (c) Subject to the terms and conditions hereof and in consideration of the sale of the Equipment, the Company agrees to issue to each of the Sellers, and each of the Sellers, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, agrees to accept the Shares, each in connection with the execution of the Xxxx of Sale which shall be substantially as attached hereto as Exhibit B (the “Xxxx of Sale”). The closing of the purchase and sale of the Equipment to be acquired by the Company and the issuance of the Shares to the Sellers under this Agreement (the “Closing”) shall take place at such date and time as Avaya and the Company may agree upon (the "Closing Date"); provided, that all of the conditions set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental IV hereof and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating applicable to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed Closing shall have been fulfilled or waived in Article X relating accordance herewith. Subject to the purchase Premises; terms and any Production Royalty payments made under conditions of this Agreement, at the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with Closing the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver or cause to Lessor be delivered to the balance of Sellers the purchase price calculated Shares and any other documents required to be delivered pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying hereof. At the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claimsClosing, the paramount title Sellers shall deliver the executed Xxxx of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyanceSale.