Cliff Rock Resources Corp. Sample Contracts

Executive Services Agreement
Executive Services Agreement • May 28th, 2010 • Cliff Rock Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

Employment status: You are employed on a permanent full-time basis. As there is a significant amount of travel required of the role, you can expect to work outside of normal business hours and on weekends in order to meet the expectations of the role.

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Executive Services Agreement
Executive Services Agreement • May 28th, 2010 • Cliff Rock Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

Employment status: You are employed on a permanent full-time basis. As there is a significant amount of travel required of the role, you can expect to work outside of normal business hours and on weekends in order to meet the expectations of the role.

Partner Content Services Agreement Dated Telstra Corporation Limited (ABN 33 051 775 556) (“Telstra”) Virtual Medical Centre Ltd. (ABN 12 097 593 587) (“VMC”)
Virtual Medical Centre, Inc. • October 13th, 2010 • Services-computer processing & data preparation

B VMC operates the VMC Website which provides virtual medical and disease education and resources to consumers, general practitioners and medical specialists.

Partner Content Services Agreement Dated Telstra Corporation Limited (ABN 33 051 775 556) (“Telstra”) Virtual Medical Centre Ltd. (ABN 12 097 593 587) (“VMC”)
Virtual Medical Centre, Inc. • August 19th, 2011 • Services-computer processing & data preparation

BP Header and Footer means the BigPond branded header and footer overlay to be placed on the pages of the Consumer VMC Website as displayed in Schedule 2.

ESCROW AGREEMENT
Escrow Agreement • May 28th, 2010 • Cliff Rock Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

THIS ESCROW AGREEMENT (this “Agreement”), is made and entered into effective as of May 27, 2010, by and among Cliff Rock Resources Corp., a Nevada corporation (“Parent”), Virtual Medical Centre, Limited, an Australian corporation (the “Company”), the shareholders of the Company listed on Schedule A hereto (the “Shareholders”), Wayne Hughes as the Shareholders’ representative (the “Shareholders’ Representative”), and Gersten Savage LLP, as escrow agent (the “Escrow Agent”).

EXCHANGE AGREEMENT By and Among CLIFF ROCK RESOURCES CORP. (a Nevada corporation), And VIRTUAL MEDICAL CENTRE, LIMITED (An Australian corporation). May 27, 2010
Exchange Agreement • May 28th, 2010 • Cliff Rock Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on May 27, 2010, by and among CLIFF ROCK RESOURCES CORP., a Nevada corporation (the “Parent”), and VIRTUAL MEDICAL CENTRE, LIMITED, an Australian corporation (the “Company”).

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