0001354488-14-002267 Sample Contracts

CALIFORNIA GOLD CORP. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 6th, 2014 • California Gold Corp. • Metal mining • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 7th day of February 2014 and effective as of February 7, 2014 (the “Grant Date”), is between California Gold Corp., a Nevada corporation (the “Company”), and William D Meadow (the “Optionee”), a director, officer or employee of, or consultant or advisor to, the Company or a subsidiary of the Company (a “Related Corporation”), pursuant to the California Gold Corp. 2014 Equity Incentive Plan (the “Plan”).

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Contract
Option Surrender Agreement • May 6th, 2014 • California Gold Corp. • Metal mining • New York
Strictly Private & Confidential
California Gold Corp. • May 6th, 2014 • Metal mining
Strictly Private & Confidential
Release Agreement • May 6th, 2014 • California Gold Corp. • Metal mining
Strictly Private & Confidential
California Gold Corp. • May 6th, 2014 • Metal mining
AMENDMENT TO CALIFORNIA GOLD CORP. SECURITIES PURCHASE AGREEMENT, 10% CONVERTIBLE NOTES AND WARRANT EXCHANGE AGREEMENT
Securities Purchase Agreement • May 6th, 2014 • California Gold Corp. • Metal mining

This (i) Amendment (the “Amendment”) to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated November 15, 2013 of California Gold Corp., a Nevada corporation (the “Company”), and related 10% Convertible Notes (the “Convertible Notes”) and (ii) Warrant Exchange Agreement (the “Exchange Agreement”) with respect to certain warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), is entered into as of the 6th day of February 2014, by and between the Company and the undersigned holder (the “Holder”) of one of the Convertible Notes and certain of the Warrants. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning given to them in the Securities Purchase Agreement, the Convertible Notes and the Warrants, as applicable.

Strictly Private & Confidential
California Gold Corp. • May 6th, 2014 • Metal mining
SETTLEMENT AGREEMENT
Settlement Agreement • May 6th, 2014 • California Gold Corp. • Metal mining • New York

SETTLEMENT AGREEMENT, dated October 9, 2013 (this “Agreement”), by and between, California Gold Corp., a Nevada corporation (the “Company”), and Michael Baybak (“Baybak”).

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