0001354488-13-001964 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2011, by and between FROZEN FOOD GIFT GROUP, INC. a Delaware corporation (the “Company”), and TANGIERS INVESTORS, LP, a Delaware limited partnership (the “Investor”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California

THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 25, 2013 by and between Frozen Food Gift Group Inc. a Delaware corporation with principal offices at 7825 Fay Avenue, Suite 200, La Jolla, CA 92037 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 402 West Broadway, Suite 400, San Diego, California 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.

EXCHANGE AGREEMENT
Exchange Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
OPTION TO CONVERT COMMON STOCK INTO PREFERRED STOCK AT FUTURE DATE
Option to Convert Common Stock Into Preferred Stock • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses

Effective this 16th day of February, 2012, Tangiers Investors, LP,(“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), hereby agree as follows: Whereas, concurrently with the execution of the Agreement, Tangiers purchased 9,118,108 restricted shares of the Company’s Common Stock; Now, therefore, for one dollar in hand and other valuable consideration, receipt of which is hereby acknowledged, agree as follows:

ADDENDUM TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses

That certain Securities Purchase Agreement (the “Agreement”), dated the 15th day of September, 2011, by and between Tangiers Investors, LP, (“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), is hereby modified and amended as follows:

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California

This Independent Contractor Agreement ("Agreement") is made and effective this April 30, 2012, by and between Tangiers Investors, LP ("Consultant") and Frozen Food Gift Group, Inc. ("Company").

Contract
Stock Purchase Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Florida

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of February 22, 2013, by and among FROZEN FOOD GIFT GROUP, INC., a Delaware corporation (“FROZ”), MIAMI ICE MACHINE COMPANY, INC., a corporation organized under the laws of Florida (the "Company"), and the shareholders of the Company (collectively, the "Sellers"). Capitalized terms used herein, but not otherwise defined herein, are defined in ARTICLE I.

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