0001521536-12-001264 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2011, is made by and between Bullfrog Gold Corp., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of September 2011, by and between Bullfrog Gold Corp., a Delaware corporation headquartered at 897 Quail Run Drive, Grand Junction, CO 81505 and David Beling, an individual residing at 897 Quail Run Drive, Grand Junction, CO 81505 (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean July 27, 2011.

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Bullfrog Gold Corp., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”), with each Unit consisting of one (1) share of the Company’s common stock and a warrant, as more fully described below, at a purchase price of Forty Cents ($0.40) per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”) (or, at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, one share of the Company’s Series A Preferred Stock, par value $0.0001 per share, which is convertible into one (1) share of Common Stock, with s

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT AGREEMENT
Agreement of Conveyance, Transfer and Assignment Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

This Agreement of Conveyance, Transfer and Assignment Agreement (“Agreement”) is made as of August 30, 2011, by and between Aurum National Holdings Ltd., a Wyoming corporation, with an address of 1501-1228 Marinaside Crescent, Vancouver, BC Canada V6Z 2W4 (“Assignor”), and Standard Gold Corp. a Nevada corporation (“Assignee”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Transfer and Assumption Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of September 30, 2011, by Bullfrog Gold Corp., a Delaware corporation (“Assignor”), and KOPR Resources Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

AMENDED AND RESTATED AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Amended and Restated Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

The foregoing instrument was acknowledged before me this _____ day of _____________, 2011, by Daniel Bleak, the President of NPX Metals, Inc., a Nevada corporation, on behalf of the corporation.

OPTION TO PURCHASE AND ROYALTY AGREEMENT
Option to Purchase and Royalty Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • Arizona

THIS OPTION TO PURCHASE AND ROYALTY AGREEMENT (this “Agreement”) is made this 28th day of September, 2011, (the “Effective Date”) by and among SOUTHWEST EXPLORATION, INC, an Arizona corporation (“Optionor”) and STANDARD GOLD CORP., a Nevada corporation (“Optionee”).

CONSULTING AGREEMENT
Consulting Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • Arizona

This Agreement is effective October1, 2012 (Effective Date) and is between Clive R.G. Bailey, principal of Edge Consulting Services LLC and having an address at P.O. Box 385, Dragoon, AZ 85609 (hereinafter "Consultant"), and Bullfrog Gold Corp., a Delaware corporation having an address at 897 Quail Run Drive, Grand Junction, CO 81505 (hereafter “Bullfrog” or the “Company”).

CONSULTING AGREEMENT
Consulting Agreement • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • Arizona

This Agreement is effective August 24, 2012 and is between Robert M. Allender, Jr., PG, CPG having an address at 5739 East Windrose Drive, Scottsdale, AZ 85254 (hereinafter "Consultant"), and Bullfrog Gold Corp., a Delaware corporation having an address at 897 Quail Run Drive, Grand Junction, CO 81505 (hereafter “Bullfrog” or the “Company”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG BULLFROG GOLD CORP. BULLFROG GOLD ACQUISITION CORP. and STANDARD GOLD CORP. Dated as of September 30, 2011
Agreement of Merger and Plan of Reorganization • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on September 30, 2011, by and among Bullfrog Gold Corp., a Delaware corporation (“Parent”), Bullfrog Gold Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Standard Gold Corp., a Nevada corporation (the “Company”).

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