Unassociated Document


    SECURITIES
PURCHASE AGREEMENT

    


    SECURITIES PURCHASE AGREEMENT,
dated as of _______ __, 2009 (this “Agreement”), by and between
_____________________________ (“Purchaser”), and DEERFIELD RESOURCES, LTD., a
Nevada corporation (the “Company”).

    


    WHEREAS,                                Upon
the terms and subject to the conditions set forth in this Agreement, Purchaser
desires to purchase from the Company, and the Company desires to sell to
Purchaser, a Convertible Promissory Note in the aggregate principal amount of
$___________ (the “Note”);

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.    Purchase and
Sale.  Subject to the terms and conditions of this Agreement,
at the Closing (as defined herein), the Company will sell to the Purchaser, and
the Purchaser will purchase from the Company, the Note for the purchase price of
_________________________________Dollars ($___________) (the “Purchase
Price”).

     

    2.    The
Closing.  Subject to the terms and conditions of this
Agreement, the closing (the “Closing”) of the sale and purchase of the Note
under this Agreement shall take place on or about _______ __, 2009, or at such
other date, time and place as are mutually agreeable to the Company and
Purchaser. At the Closing, the Company shall deliver to Purchaser the originally
executed Note.

     

    3.    Representations of the
Company.  The Company hereby represents and warrants to
Purchaser as follows:

     

    a.    Organization;
Qualification.  The Company is a corporation duly organized,
validly existing and in corporate and good standing under the laws of the State
of Nevada. The Company is duly qualified to conduct business and is in good
standing under the laws of each jurisdiction in which the nature of its
businesses or the ownership or leasing of its properties requires such
qualification, except where the failure to be so qualified or in good standing,
individually or in the aggregate, has not had and would not reasonably be
expected to have a material adverse effect on the Company.

     

    b.    Underlying
Shares.  The Shares issuable upon conversion will be duly and
validly issued, fully paid, and non-assessable.

     

    c.    Authority; No
Conflict.  The execution, delivery, and performance by the
Company of this Agreement, and the consummation by the Company of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action. This Agreement when duly executed and delivered by the Company
constitutes the valid and binding obligation of the Company enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
violate any provision of the Articles of Incorporation or Bylaws of the
Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.    Representations of
Purchaser.  Purchaser hereby represents and warrants to the
Company as follows:

     

    a.    Capacity.  Purchaser
has full legal capacity to enter into, to execute, to deliver, and to perform
this Agreement in accordance with its terms.

     

    b.    Investigation; Experience;
Sophistication; Stockholder Status.  Purchaser has performed to
its satisfaction an investigation of the Company and an investment in the Note.
The Company has made available to Purchaser any and all written information
which Purchaser has requested and has answered to Purchaser’s satisfaction all
inquiries made by Purchaser. Purchaser has sufficient knowledge and experience
in finance and business that he is capable of evaluating the risks and merits of
his investment in the Note and Purchaser is able financially to bear the risks
thereof for an indefinite period including the loss of the entire investment in
the Note. Purchaser is an existing stockholder of the Company and is familiar
with the risks of an investment in the Note and business and prospects of the
Company.

     

    5.    Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

     

    6.    Governing
Law.  This Agreement shall be governed by and construed in
accordance with the substantive and procedural laws of the State of New York
applicable to agreements made and to be performed entirely within such State
without regard to principles of conflict of laws.

     

    7.    Notices.  Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (a) upon receipt, when delivered personally, (b) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party),
or (c) one (1) business day after deposit with an overnight courier service, in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

     

    
      	 	If to the
      Company:
	 	 	 
	 	 	      
              Deerfield
      Resources, Ltd.

              c/o
      Gottbetter & Partners, LLP

              488
      Madison Avenue, 12th
      Floor

              New
      York, NY 10022

              Attn:
      James W. Morgon

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	 	With a copy
      to (which shall not constitute notice:
	 	 	 
	 	 	      
                    
                Gottbetter
      & Partners, LLP

              

                    
                488
      Madison Avenue, 12th
      Floor

              

                    
                New
      York, NY  10022

              

                    
                Attn:  Adam
      S. Gottbetter, Esq.

              

                    
                Facsimile:
      (212) 400-6901

              

            


    

     

    If to the
Purchaser, to her address and facsimile number set forth at the end of this
Agreement, or to such other address and/or facsimile number and/or to the
attention of such other person as specified by written notice given to the
Company five (5) days prior to the effectiveness of such change. Written
confirmation of receipt (a) given by the recipient of such notice, consent,
waiver or other communication, (b) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission, or (c) provided by
an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance
with clause (a), (b) or (c) above, respectively.

    


    8.    Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.

     

    9.    Counterparts; Facsimile
Signatures.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same document. This Agreement may be executed by
facsimile signatures.

     

    IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date
first above written.

     

    
      
        	 	PURCHASER	 
	 	 	 	 
	
                 

              	
                By:

              	 	 
	 	Name:	Name 	 
	 	Title:	Title 	 
	 	 	 	 
	 	Address
      of Purchaser	 
	 	 	 
	 	Phone
      Number of Purchaser	 
	 	 	 
	 	Facsimile
      of Purchaser	 


      

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	DEERFIELD
      RESOURCES, LTD.	 
	 	 	 	 
	
               

            	
              By:

            	 	 
	 	Name:	James
      W. Morgon	 
	 	Title:	Chief
      Executive Officer