0001354488-14-000601 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February 2014 (the “Effective Date”), by and between California Gold Corp., a Nevada corporation headquartered at c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022 and William D. Meadow, an individual residing at 4544 Swilcan Bridge Lane North, Jacksonville, Florida 32224 (“Executive”).

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CONSULTING AGREEMENT
Consulting Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

CONSULTING AGREEMENT dated as of February 7, 2014 (the “Agreement”) by and between David Rector (the “Consultant”) and California Gold Corp. (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of January __, 2014, and is entered into by and among California Gold Corp., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).

LOCK-UP AGREEMENT
Lock-Up Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

This LOCK-UP AGREEMENT (this “Agreement”) is made as of February ___, 2014 by and between the undersigned person or entity (the “Restricted Holder”) and California Gold Corp., a Nevada corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Securities Exchange Agreement (as defined herein).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of February 7, 2014, is by and among California Gold Corp., a Nevada corporation (the “Parent”), MVP Portfolio, LLC, a Florida limited liability company (the “Company”), MV Patents, LLC, a Florida limited liability company ( “MVP”), and the other members of the Company (MVP and such other members, the “Members”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of February __, 2014, by and between CALIFORNIA GOLD CORP., a Nevada corporation (the “Company”), and the subscriber set forth on the signature page hereto (the “Subscriber”).

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