0001521536-11-000039 Sample Contracts

ASSET PURCHASE AGREEMENT

Asset Purchase Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • New York

• Contract Type
  Asset Purchase Agreement
• Filed
  July 22nd, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining
• Jurisdiction
  New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 22, 2011, is made by and among SAGEBRUSH GOLD LTD., a Nevada corporation (the “Company”), CONTINENTAL RESOURCES ACQUISITION SUB, INC. the Company’s wholly-owned subsidiary and a Florida corporation (“Buyer”), and CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”).

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

Intellectual Property Assignment Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • Florida

• Contract Type
  Intellectual Property Assignment Agreement
• Filed
  July 22nd, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining
• Jurisdiction
  Florida

This Intellectual Property Assignment Agreement (the “Agreement”) is dated as of July 22, 2011 by and between Continental Resources Group, Inc., a Delaware corporation (the “Assignor”) and Continental Resources Acquisition Sub, Inc., a Florida corporation (the “Assignee”).

BILL OF SALE

Bill of Sale • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining

• Contract Type
  Bill of Sale
• Filed
  July 22nd, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining

This BILL OF SALE (the “Bill of Sale”), dated as of the 22nd day of July, 2011, is made and delivered by CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”), to CONTINENTAL RESOURCES ACQUISITION SUB, INC., a Florida corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Sagebrush Gold Ltd. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • New York

• Contract Type
  Assignment and Assumption Agreement
• Filed
  July 22nd, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining
• Jurisdiction
  New York

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of the date hereof by and among Sagrbrush Gold Ltd., a Nevada corporation (the “Company”), the Buyer and the Seller (the “Purchase Agreement”), the Seller agrees to assign and transfer to Buyer, and Buyer agrees to purchase, as of the Closing Date, all right, title and interest of Seller under the Contracts and all rights, title and interest of Seller being transferred pursuant to Section 2.1(a) of the Purchase Agreement; and