EXHIBIT 10.___


 


SUBSCRIPTION AGREEMENT


 


California Gold Corp.


6830 Elm Street





McLean, Virginia 22101


 


This Subscription Agreement (this “Agreement”)
has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection
with the private placement offering (the “Offering” or the “PPO”) of a minimum of 40,000,000
shares and a maximum of 60,000,000 shares(the “Shares”) of the Common Stock, par value $0.001 per share (the
“Common Stock”) of California Gold Corp., a Nevada Corporation (the “Company”), at an aggregate
purchase price of $0.25 per Share. This subscription is being submitted to you in accordance with and subject to the terms and
conditions described in this Agreement.


 


The Shares being subscribed for pursuant
to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering is being made to “accredited investors,” as defined in Regulation D under the Securities Act, and non-”U.S.
persons,” as defined in Regulation S under the Securities Act. The Company reserves the right, in its sole discretion and
for any reason, to reject any Subscriber’s subscription in whole or in part, or to allot less than the number of Shares subscribed
for.


 


The closing of the Offering (the “Closing;”
and the date on which such Closing occurs hereinafter referred to as the “Closing Date”) shall be at the offices
of Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”), at 488 Madison Avenue, 12th Floor,
New York, NY 10022 (or such other place as is mutually agreed to by the Company). The Company may conduct
an initial closing for the sale of the Shares once the minimum offering amount has been subscribed for. Thereafter, the
Company may conduct multiple closings for the sale of the Shares until the termination of the Offering. Subject to prior sale of
all of the Shares offered or prior termination of the Offering, the Offering shall continue until December 31, 2010, unless further
extended by the Company in its sole discretion.


 


1.         Subscription.
The undersigned Subscriber hereby subscribes to purchase the number of Shares set forth on the signature page attached hereto,
at an aggregate price as set forth on such signature page (the “Purchase Price”), subject to the terms and conditions
of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein.


 


2.         Subscription
Procedure. To complete a subscription for the Shares, the Subscriber must fully comply with the subscription procedure provided
in this Section on or before the Closing Date.


 


(a)         Transaction
Documents. On or before the Closing Date, the Subscriber shall review, complete and execute the Signature Page to this Agreement
(page A-16), the Investor Certification (pages A-18 and A-19) and the form (page A-20) required by the AML provision of the US
Patriot Act (including all information and documentation required by such form), collectively, the “Transaction Documents”),
and deliver the Transaction Documents to the Escrow Agent. Executed documents may be delivered to the Escrow Agent by facsimile,
if the Subscriber delivers the original copies of the documents to the Escrow Agent as soon as practicable thereafter.


 


(b)         Purchase
Price. Simultaneously with the delivery of the Transaction Documents to the Escrow Agent as provided herein, and in any event
on or prior to the Closing Date, the Subscriber shall deliver directly to the Escrow Agent the full Purchase Price by check or
by wire transfer of immediately available funds.


 




    	 



    	 



    

 


(c)         Company
Discretion. The Subscriber understands and agrees that the Company in its sole discretion reserves the right to accept or reject
this or any other subscription for Shares, in whole or in part. The Company shall have no obligation hereunder until the Company
shall execute and deliver to the Subscriber an executed copy of this Agreement. If this subscription is rejected in whole, or the
offering of Shares is terminated, all funds received from the Subscriber will be returned without interest or offset, and this
Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected
portion of this subscription will be returned without interest or offset, and this Agreement will continue in full force and effect
to the extent this subscription was accepted.


 


3.         Representations
and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:


 


(a)         Organization
and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
The Company has all requisite power and authority to carry on its business as currently conducted, other than such failures that
would not reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition
(a “Material Adverse Effect”). The Company is duly qualified to transact business in each jurisdiction in which
the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.


 


(b)         Authorization.
As of the Closing, all action on the part of the Company, its board of directors, officers and existing stockholders necessary
for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Company hereunder
and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, will constitute
valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) judicial
principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’
rights.


 


(c)         Valid
Issuance of the Common Stock. The Shares, when issued, sold and delivered in accordance with the terms of this Agreement for
the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly
created by the Company other than restrictions on transfer under this Agreement and under applicable federal and state securities
laws.


 


(d)         Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale
or issuance of the Shares, except for the following: (i) the filing of such notices as may be required under the Securities Act
and (ii) the compliance with any applicable state securities laws, which compliance will have occurred within the appropriate time
periods therefor.


 


(e)         Litigation.
There are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened
before any court, administrative agency or other governmental body against the Company which question the validity of this Agreement,
or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby. The Company is not
a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.


 




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(f)         Compliance
with Other Instruments. The Company is not in violation or default of any provision of its Articles of Incorporation, each
as in effect immediately prior to the Closing, except for such failures as would not reasonably be expected to have a Material
Adverse Effect. The Company is not in violation or default of any provision of any material instrument, mortgage, deed of trust,
loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties
or assets are bound which would reasonably be expected to have a Material Adverse Effect. To the best of its knowledge, the Company
is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would
reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement,
and the issuance and sale of the Shares, will not result in any such violation, be in conflict with or constitute, with or without
the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision
(other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company pursuant to any such provision.


 


(g)         Certain
Registration Matters. Assuming the accuracy of the Subscriber’s representations and warranties set forth in this Agreement,
and the representations and warranties made by all other purchasers of Shares in the Offering, no registration under the Securities
Act is required for the offer and sale of the Shares by the Company to the Subscriber hereunder.


 


(h)         No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares
by any form of general solicitation or general advertising (within the meaning of Regulation D).


 


4.         Representations
and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:


 


(a)         The
Subscriber, its advisers, if any, and designated representatives, if any, have the knowledge and experience in financial and business
matters necessary to evaluate the merits and risks of its prospective investment in the Company, and have carefully reviewed and
understand the risks of, and other considerations relating to, the purchase of Shares and the tax consequences of the investment,
and have the ability to bear the economic risks of the investment.


 


(b)         The
Subscriber is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with,
any distribution thereof. The Subscriber understands and acknowledges that the Shares, have not been registered under the Securities
Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and
applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed
herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participation to any third person with respect to any of the Shares. The Subscriber understands and
acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act nor under
the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is
exempt from the registration requirements of the Securities Act and any applicable state securities laws.


 


(c)         The
Subscriber understands that there is a limited public market for the Company’s Common Stock and that there may never be an
active public market for the Shares sold in the Offering.


 




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(d)         The
Subscriber, its advisers, if any, and designated representatives, if any, have received and reviewed information about the Company
and have had an opportunity to discuss the Company’s business, management and financial affairs with its management. The
Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe
the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a
thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or
warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect
to any information provided by any entity other than the Company. Some of such information may include projections as to the future
performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may
be subject to numerous factors beyond the Company’s control. Additionally, the Subscriber understands and represents that
such Subscriber is purchasing the Shares notwithstanding the fact that the Company may disclose in the future certain material
information the Subscriber has not received, including subsequent period financial statements that will be filed with the SEC,
that such Subscriber is not relying on any such information in connection with such Subscriber’s purchase of the Shares and
that such Subscriber waives any right of action with respect to the nondisclosure to him prior to his purchase of the Shares of
any such information.


 


(e)         As
of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable, necessary for the
authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder shall
have been taken, and this Agreement, assuming due execution by the parties hereto, constitute a valid and legally binding obligation
of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific
performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.


 


(f)         The
Subscriber either (i) is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities
and Exchange Commission under the Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as promulgated
by the Securities and Exchange Commission under the Securities Act, and, in each case, shall submit to the Company such further
assurances of such status as may be reasonably requested by the Company.


 


(g)         The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the Shares in an offshore transaction pursuant to Regulation S and
hereby represents to the Company as follows:


 


(i)         Subscriber
is outside the United States when receiving and executing this Subscription Agreement;


 


(ii)         Subscriber
has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined
in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of,
or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the
Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares
under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements
and as otherwise provided herein;


 




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(iii)         The
Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after
the date of transfer of the Shares under this Subscription Agreement (the “Distribution Compliance Period”) shall only
be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the
Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made
only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance
with all applicable securities laws;


 


(iv)         The
Subscriber understands and agrees not to engage in any hedging transactions involving the Shares prior to the end of the Distribution
Compliance Period unless such transactions are in compliance with the Securities Act; and


 


(v)         The
Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including: (a) the legal requirements
within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c)
any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Such Subscriber’s subscription and
payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of
the Subscriber’s jurisdiction.


 


(h)         The
Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of an investment in
the Company, the investment is subject to a high degree of financial and market risk that can result in substantial or, at times,
even total losses.


 


(i)         The
Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the
economic risk for an indefinite period of time and has no need for liquidity of the investment in the Shares and could afford complete
loss of such investment.


 


(j)         The
Subscriber is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication,
published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any
seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with
investments in securities generally.


 


(k)         Subscriber
represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with
it, nor any person having a beneficial interest in it, nor any person on whose behalf the Subscriber is acting: (i) is a person
listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the
List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a
non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure
or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant
to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through
(v), each a “Prohibited Subscriber”). The Subscriber agrees to provide the Company, promptly upon request, all
information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist
and asset control laws, regulations, rules and orders. The Subscriber consents to the disclosure to U.S. regulators and law enforcement
authorities by the Company and its affiliates and agents of such information about the Subscriber as the Company reasonably deems
necessary or appropriate to comply with applicable U.S. antimony laundering, anti-terrorist and asset control laws, regulations,
rules and orders. If the Subscriber is a financial institution that is subject to the USA Patriot Act, the Subscriber represents
that it has met all of its obligations under the USA Patriot Act. The Subscriber acknowledges that if, following its investment
in the Company, the Company reasonably believes that the Subscriber is a Prohibited Subscriber or is otherwise engaged in suspicious
activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to
prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or
immediately require the Subscriber to transfer the Securities. The Subscriber further acknowledges that the Subscriber will have
no claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.


 




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(l)         All
of the information that the Subscriber has heretofore furnished or which is set forth herein is correct and complete as of the
date of this Agreement, and, if there should be any material change in such information prior to the admission of the undersigned
to the Company, the Subscriber will immediately furnish revised or corrected information to the Company.


 


(m)       The
Subscriber represents and warrants to the Company that neither the Subscriber nor any of its affiliates has directly or indirectly
traded any securities of the Company, including without limitation, making any short sales or engaging in any hedging transaction
with respect to such securities (collectively, “Prohibited Transactions”), since becoming aware of the Offering.
Furthermore, Subscriber shall not engage in any Prohibited Transactions through the final Closing Date.


 


5.         “Piggyback”
Registration Rights.


 


(a)         Piggyback
Registration. If the Company shall determine to register for sale for cash any of its Common Stock, for its own account or
for the account of others (other than the Subscriber) pursuant to a registration statement initially filed after the date of this
Agreement, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees,
consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their
family members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction
or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company
shall promptly give to the Subscriber written notice thereof (and in no event shall such notice be given less than 20 calendar
days prior to the filing of such registration statement), and shall include as a piggyback registration (the “Piggyback
Registration”) all of the Shares specified in a written request delivered by the Subscriber to the Company within 10
calendar days after receipt of such written notice from the Company. However, the Company may, without the consent of the Subscriber,
withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to
abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, in the event
that the SEC limits the amount of shares that may be registered in such registration statement, the Company may scale back from
the registration statement such number of Shares, on a pro-rata basis, as is required to meet the scale back requirements. Additionally,
in any such registration statement, SEC scale back requirements shall apply first, to the Subscriber’s securities and second,
to any other shares being registered pursuant to a mandatory or demand registration obligation of the Company.


 


(b)         Underwriting.
If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the Company shall so advise
the Subscriber of the shares eligible for inclusion in such registration statement pursuant to Section 5(a). In that event, the
right of any Subscriber to Piggyback Registration shall be conditioned upon such Subscriber’s participation in such underwriting
and the inclusion of such Subscriber’s shares in the underwriting to the extent provided herein. The Subscriber proposing
to sell any of its shares through such underwriting shall (together with the Company and any other stockholders of the Company
selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter
selected for such underwriting by the Company or the selling stockholders, as applicable. Notwithstanding any other provision of
this Section, if the underwriter or the Company determines that marketing factors require a limitation on the number of shares
of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Subscriber’s
shares from such registration and underwriting. The Company shall so advise the Subscriber (unless the Subscriber failed to timely
elect to include its shares through such underwriting or has indicated to the Company its decision not to do so), and indicate
to such Subscriber the number of shares that may be included in the registration and underwriting, if any. The number of shares
to be included in such registration and underwriting shall be allocated among all of the subscribers in the Offering (the “Subscribers”)
as follows:


 




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(i)         If
the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting
shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all
selling stockholders, including the Subscribers, who have requested to sell in the registration on a pro rata basis according to
the number of shares requested to be included therein; and


 


(ii)        If
the Piggyback Registration was initiated by a mandatory registration or the exercise of demand registration rights by a stockholder
or stockholders of the Company (other than the any of the Subscribers), then the number of shares that may be included in the registration
and underwriting shall be allocated first to such selling stockholders who are entitled to the mandatory registration or who exercised
such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders,
including the Subscribers, who have requested to sell in the registration on a pro rata basis according to the number of shares
requested to be included therein.


 


No shares excluded
from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If the
Subscriber disapproves of the terms of any such underwriting, the Subscriber may elect to withdraw such Subscriber’s shares
therefrom by delivering a written notice to the Company and the underwriter. The shares so withdrawn from such underwriting shall
also be withdrawn from such registration; provided, however, that, if by the withdrawal of such shares, a greater
number of shares held by other Subscribers may be included in such registration (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Subscribers who have included shares in the registration the right to include
additional shares pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter
limitation.


 




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c.         Indemnification.


 


(i)         In
the event of the offer and sale of shares under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless,
to the fullest extent permitted by law, each Subscriber, its directors, officers, partners, each other person who participates
as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control
with such Subscriber or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, and expenses to which the Subscriber or any such director, officer, partner or underwriter
or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained in any registration statement prepared and filed by the Company under which shares
were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein,
or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to
make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse
the Subscriber, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action
or proceeding; provided, that such indemnity agreement found in this Section 5(c)(i) shall in no event exceed the net proceeds
from the sale of such shares received by the Company; and provided further, that the Company shall not be liable in any
such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished
to the Company for use in the preparation thereof or (ii) if the person asserting any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense who purchased the shares that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the
written confirmation of the sale of such shares to such person because of the failure of such Subscriber or underwriter to so provide
such amended preliminary or final prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus
was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Subscribers, or any such director,
officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Subscriber.


 


(ii)        As
a condition to including shares in any registration statement filed pursuant to this Agreement, each Subscriber agrees to be bound
by the terms of this Section 5(c) and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each
of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, and each other person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened,
in respect thereof) that arises out of or is based upon an untrue statement in or omission from such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished by the Subscriber for use in the preparation thereof, and such Subscriber shall reimburse the Company,
and such Subscribers, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons,
each such director, officer, and controlling person for any legal or other expenses reasonably incurred by them in connection with
investigating, defending, or settling any such loss, claim, damage, liability, action or proceeding; provided, however,
that such indemnity agreement found in this Section 5(c)(ii) shall in no event exceed the net proceeds received by such Subscriber
as a result of the sale of shares pursuant to such registration statement, except in the case of fraud or willful misconduct. Such
indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any Subscriber of such shares.


 




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(iii)       Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in
this Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided, that
the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified
party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses
not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof,
unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim
in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable
for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without the consent of
the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such
claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth
above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.
Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably
request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.


 


(iv)         If
an indemnifying party does not assume, or is not permitted to assume, the defense of an action pursuant to Sections 5(c)(iii) or
in the case of the expense reimbursement obligation set forth in Sections 5(c)(i) and 5(c)(ii), the indemnification required by
Sections 5(c)(i) and 5(c)(ii) shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills received or expenses, losses, damages or liabilities are incurred.


 


(v)         If
the indemnification provided for in Section 5(c)(i) or 5(c)(ii) is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate
relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by
the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, then in such proportion
as is appropriate to reflect not only the proportionate relative fault of the indemnifying party and the indemnified party, but
also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as
any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.


 




    	9



    	 



    

 


(vi)         Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


(vii)        Indemnification
similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Subscriber of
shares with respect to any required registration or other qualification of securities under any federal or state law or regulation
or governmental authority other than the Securities Act.


 


d.         Assignment
of Rights. No Subscriber may assign its rights under this Section 5 to any party without the prior written consent of the Company;
provided, however, that any Subscriber may assign its rights under this Section 5 without such consent to a Permitted
Assignee as long as (i) such transfer or assignment is effected in accordance with applicable securities laws; (ii) such transferee
or assignee agrees in writing to become subject to the terms of this Agreement; and (iii) such subscriber notifies the Company
in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the shares
with respect to which such rights are being transferred or assigned.


 


For purposes of this
Section 5(d), “Permitted Assignee” means (1) with respect to a partnership, its partners or former partners in accordance
with their partnership interests, (2) with respect to a corporation, its stockholders in accordance with their interest in the
corporation, (3) with respect to a limited liability company, its members or former members in accordance with their interest in
the limited liability company, (4) with respect to an individual party, any family member (spouse, descendants or trust the beneficial
interests of which are owned by any of such individuals) of such party, (5) an entity that is controlled by, controls, or is under
common control with a transferor, or (6) a party to this Agreement.


 


e.         Compliance.
The Subscriber covenants and agrees that such Subscriber will comply with the prospectus delivery requirements of the Securities
Act as applicable to such Subscriber in connection with sales of Shares pursuant to a registration statement required hereunder.


 


f.         Information
by Subscriber. The Subscriber covenants and agrees that such Subscriber, if included in any registration, shall furnish to
the Company such information as the Company may reasonably request in writing regarding such Subscriber and the distribution proposed
by such Subscriber including any selling shareholder questionnaire if requested by the Company.


 


6.         Transfer
Restrictions. The Subscriber acknowledges and agrees as follows:


 


(a)         The
Shares have not been registered for sale under the Securities Act and may only be sold pursuant to registration under the Securities
Act or exemption therefrom.


 


(b)         The
Subscriber understands that the certificates representing the Shares, until such time, if ever, that as they have been registered
under the Securities Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such certificates or other instruments):


 




    	10



    	 



    

 


For
U.S. Persons:


 


THESE SECURITIES HAVE BEEN ISSUED
PURSUANT TO THE SECTION 4(2) EXEMPTION TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES
CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.


 


For
Non-U.S. Persons:


 


THESE SECURITIES WERE ISSUED
IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAS BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.


 


The legend(s) set forth above shall be
removed and the Company shall issue a certificate without such legend to the holder of the shares of Common Stock upon which such
legend is stamped, if (a) such shares are being sold pursuant to a registration statement under the Securities Act, or (b) such
holder delivers to the Company an opinion of counsel, in a reasonably acceptable form, to the Company that a disposition of the
shares is being made pursuant to an exemption from such registration.


 


(c)         No
governmental agency has passed upon the Shares, the shares of Common Stock or the Warrants or made any finding or determination
as to the wisdom of any investments therein.


 


7.         Indemnification.
The Subscriber agrees to indemnify and hold harmless the Company, Gottbetter & Partners, LLP, as escrow agent in the Offering,
and their respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities,
claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false
acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Subscriber
of any covenant or agreement made by the Subscriber herein or in any other document delivered in connection with this Agreement.


 


8.         Irrevocability;
Binding Effect. The Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Subscriber,
except as required by applicable law, and that this Agreement shall survive the death or disability of the Subscriber and shall
be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives
and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding
upon each such person and such person’s heirs, executors, administrators, successors, legal representatives and permitted
assigns.


 




    	11



    	 



    

 


9.         Modification.
This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification
or waiver is sought.


 


10.        Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the
address set forth above, or (b) if to the Subscriber, at the address set forth on the signature page hereof (or, in either case,
to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 9). Any notice
or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice
changing a party’s address which shall be deemed given at the time of receipt thereof.


 


11.        Assignability.
This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Subscriber and the
transfer or assignment of the Shares shall be made only in accordance with all applicable laws.


 


12.        Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to the principles thereof relating to the conflict of laws.


 


13.        Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand that:


 


(a)         Arbitration
is final and binding on the parties.


 


(b)         The
parties are waiving their right to seek remedies in court, including the right to a jury trial.


 


(c)         Pre-arbitration
discovery is generally more limited and different from court proceedings.


 


(d)         The
arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or
to seek modification of rulings by arbitrators is strictly limited.


 


(e)         The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


(f)         All
controversies which may arise between the parties concerning this Agreement shall be determined by arbitration pursuant to the
rules then pertaining to the Financial Industry Regulatory Authority in New York City, New York. Judgment on any award of any such
arbitration may be entered in the Supreme Court of the State of New York or in any other court having jurisdiction of the person
or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration
shall be sufficient if given in accordance with the provisions of this Agreement. The parties agree that the determination of the
arbitrators shall be binding and conclusive upon them.


 


14.         Blue
Sky Qualification. The purchase of Shares under this Agreement is expressly conditioned upon the exemption from qualification
of the offer and sale of the Shares from applicable federal and state securities laws. The Company shall not be required to qualify
this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released
from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 




    	12



    	 



    

 


15.         Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


16.         Confidentiality.
The Subscriber acknowledges and agrees that any information or data the Subscriber has acquired from or about the Company or may
acquire in the future, not otherwise properly in the public domain, was received in confidence. The Subscriber agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance of this Agreement, or use to the detriment of
the Company or for the benefit of any other person, or misuse in any way, any confidential information of the Company, including
any scientific, technical, trade or business secrets of the Company and any scientific, technical, trade or business materials
that are treated by the Company as confidential or proprietary, including, but not limited to, internal personnel and financial
information of the Company or its affiliates, information regarding oil and gas properties, the manner and methods of conducting
the business of the Company or its affiliates and confidential information obtained by or given to the Company about or belonging
to third parties. In addition, the Subscriber acknowledges that it is aware that the United States securities laws generally prohibit
any person who is in possession of material nonpublic information about a public company such as the Company from purchasing or
selling securities of such company.


 


17.         Miscellaneous.


 


(a)         This
Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the subject matter hereof and
supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and
provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.


 


(b)         The
representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery
hereof and delivery of the Shares.


 


(c)         Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated hereby are consummated.


 


(d)         This
Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original, but all
of which shall together constitute one and the same instrument.


 


(e)         Each
provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.


 


(f)         Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.


 


(g)         The
Subscriber understands and acknowledges that there may be multiple Closings for the Offering.


 


(h)         The
Subscriber hereby agrees to furnish the Company such other information as the Company may request prior to the Closing with respect
to its subscription hereunder.


 




    	13



    	 



    

 


18.         Public
Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner, stockholder, employee, affiliate, affiliated
person or entity of the Subscriber shall make or issue any press releases or otherwise make any public statements or make any disclosures
to any third person or entity with respect to the transactions contemplated herein and will not make or issue any press releases
or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s express
prior approval. The Company has the right to withhold such approval in its sole discretion.


 




    	14



    	 



    

 


How to subscribe for Shares in the private
offering of


 California Gold Corp.:


 


1.         Date
and Fill in the number of Shares being purchased and Complete and Sign the Signature Page.


 


2.         Initial
the Investor Certification page.


 


3.         Fax
or email all forms and then send all signed original documents to:


 


	 	Gottbetter & Partners, LLP
	 	488 Madison Avenue, 12th Floor
	 	New York, NY 10022
	 	Facsimile Number: (212) 400-6901
	 	Telephone Number: (212) 400-6900
	 	Attn: Kate Cagle, Administrative Assistant
	 	Email: krc@gottbetter.com 


 


4.         If
you are paying the Purchase Price by check, a check for the exact dollar amount of the Purchase Price for the number of
Shares you are purchasing should be made payable to the order of “Gottbetter & Partners, LLP, Escrow Agent for CALIFORNIA
GOLD CORP.” and should be sent directly to Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor,
New York, NY 10022.


 


5.         If
you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact dollar amount of the
Purchase Price for the number of Shares you are purchasing according to the following instructions:


 


	BANK:  	Citibank, N.A.
		330 Madison Ave.
		New York, NY 10017
	ABA#:  	021000089
	SWIFT CODE: 	CITIUS33
	BENEFICIARY:  	Gottbetter & Partners, LLP Attorney Trust
	 	488 Madison Ave, 12th floor
	 	New York, NY 10022
	PHONE: 	212-400-6900
	ACCOUNT:  	9951660945
	REFERENCE:  	California Gold Corp. Escrow – [Insert Subscriber’s Name]


 


Thank you for your interest,


 


California Gold Corp.


 




    	15



    	 



    

 


CALIFORNIA GOLD CORP.


 


IN WITNESS WHEREOF, the Subscriber hereby
executes this Subscription Agreement.


 


Dated: December ___, 2010.


 


	SUBSCRIBER (individual)	 	SUBSCRIBER (entity)
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	 	 	 
	Print Name	 	Signature
	 	 	 
	 	 	Print Name: 
	Signature (if Joint Tenants or Tenants in Common)	 	 
	 	 	Title: 
	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Social Security Number(s):	 	IRS Tax Identification Number:
	 	 	 
	 	 	 
	Telephone Number:	 	Telephone Number:
	 	 	 
	 	 	 
	Facsimile Number:	 	Facsimile Number:
	 	 	 
	 	 	 
	Email Address:	 	Email Address:
	 	 	 
	 	 	 


 


	 	 	x	 	$ 	 	=	 	 
	Number of Shares	 	 	 	Price per Share	 	 	 	Purchase Price


 


 




    	16



    	 



    

 


CALIFORNIA GOLD CORP.


 


IN WITNESS WHEREOF, the Company has duly
executed this Subscription Agreement.


 


	 	CALIFORNIA GOLD CORP.
	 	 	 
	Date:	 	 
	 	By:	 	 
	 	Name:
	 	Title:


  




    	17



    	 



    

 


CALIFORNIA GOLD CORP.





INVESTOR CERTIFICATION


 


For Individual Accredited Investors Only


 (All Individual Accredited Investors
must INITIAL where appropriate):


 


		Initial _______	I have a net worth (including home, furnishings and automobiles)
in excess of $1,000,000 either individually or through aggregating my individual holdings and those in which I have a joint, community
property or other similar shared ownership interest with my spouse.



 


		Initial _______	I have had an annual gross income for the past two years
of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the
same level in the current year.



 


For
Non-Individual Accredited Investors


 (All
Non-Individual Accredited Investors must INITIAL where appropriate):


 


		Initial _______	The investor certifies that it is a partnership, corporation,
limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual
Investors set forth above.



 


		Initial _______	The investor certifies that it is a partnership, corporation,
Limited Liability Company or business trust that has total assets of at least $5 million and was not formed for the purpose of
investing in the Company.



 


		Initial _______	The investor certifies that it is an employee benefit
plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan
association, insurance company or registered investment adviser.



 


		Initial _______	The investor certifies that it is an employee benefit
plan whose total assets exceed $5,000,000 as of the date of this Agreement.



 


		Initial _______	The undersigned certifies that it is a self-directed
employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors.



 


		Initial _______	The investor certifies that it is a U.S. bank, U.S. savings
and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.



 


		Initial _______	The undersigned certifies that it is a broker-dealer
registered pursuant to §15 of the Securities Exchange Act of 1934.



 


		Initial _______	The investor certifies that it is an organization described
in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose
of investing in the Company.



 


		Initial _______	The investor certifies that it is a trust with total
assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed
by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and
risks of the prospective investment.



 


		Initial _______	The investor certifies that it is a plan established
and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees,
and which has total assets in excess of $5,000,000.



 




    	18



    	 



    

 


		Initial _______	The investor certifies that it is an insurance company
as defined in §2(13) of the Securities Act, or a registered investment company.



 


For Non-U.S. Person Investors


 (All Investors who are not a U.S.
Person must INITIAL this section):


 


		Initial _______	The Investor is not a “U.S. Person” as defined
in Regulation S; and specifically the Purchaser is not:



 


		A.	a natural person resident in the United States of America, including its territories and possessions
(“United States”);



 


		B.	a partnership or corporation organized or incorporated under the laws of the United States;



 


		C.	an estate of which any executor or administrator is a U.S. Person;



 


		D.	a trust of which any trustee is a U.S. Person;



 


		E.	an agency or branch of a foreign entity located in the United States;



 


		F.	a non-discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary for the benefit or account of a U.S. Person;



 


		G.	a discretionary account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident in the United States; or



 


		H.	a partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction;
and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not
natural persons, estates or trusts.



 


And, in addition:


 


		I.	the Purchaser was not offered the Shares in the United States;



 


		J.	at the time the buy-order for the Shares was originated, the Purchaser was outside the United States;
and



 


		K.	the Purchaser is purchasing the Shares for its own account and not on behalf of any U.S. Person
(as defined in Regulation S) and a sale of the Shares has not been pre-arranged with a purchaser in the United States.



 




    	19



    	 



    

 


The following is required in accordance with the AML
provision of the USA PATRIOT ACT.





 


	INVESTOR NAME:	 
	 	 
	LEGAL ADDRESS:	 
	 	 
	 	 
	 	 
	SS# or TAX ID#
	of INVESTOR:	 





 


IDENTIFICATION, DOCUMENTATION AND SOURCE OF FUNDS:


 


		1.	Please submit a copy of a non-expired identification for the authorized signatory(ies) on the investment documents, showing
name, date of birth and signature:



 


	Current Driver’s License	or	Valid Passport	or	Identity Card


(Circle
one or more)


 


		2.	If the Investor is a corporation, please submit the following corporate documents:



(i) Articles of Incorporation (or similar); (ii) Corporate
Resolution granting authority to signatory(ies) and designating that they are permitted to make the proposed investment.


 


		3.	Please advise where the funds were derived from to make the proposed investment:



 


	Investments	Savings	Proceeds of Sale	Other ____________


(Circle one or more)


 


	Signature:	 	 
	 	 	 
	Print Name:	 	 
	 	 	 
	Title (if applicable):	 	 
	 	 	 
	Date:	 	 





 




    	20



    	 



    

 


Schedule of Investors


 


Note: For the Exhibit listed in
the first column below, only the form of the December 2010 private placement Subscription Agreement has been filed as an exhibit
to the Registrant's Form S-1 registration statement. This Schedule provides detail as to the actual subscription agreements executed
under the form filed as an exhibit and lists the material details in which each such subscription agreement differs from the form
of document filed.


 


	Exhibit
 No.	 	Exhibit Name	 	Name of Holder to Whom
 Instrument was Issued	 	Date of
 Agreement	 	 	Number of Shares
 Subscribed for	 
	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	December 2010 Common Stock Subscription Agreement	 	Gregory Hall	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	Mursi Labs SL	 	 	12/22/2010	 	 	 	1,600,000	 
	 	 	 	 	Fitel Nominees Limited A/C C054696	 	 	12/22/2010	 	 	 	1,300,000	 
	 	 	 	 	E and P Fund Ltd.	 	 	12/22/2010	 	 	 	4,000,000	 
	 	 	 	 	Nelson Barry Family Trust	 	 	12/22/2010	 	 	 	800,000	 
	 	 	 	 	Dharma Fund PCC Limited	 	 	12/22/2010	 	 	 	4,000,000	 
	 	 	 	 	General Research GMBH	 	 	12/22/2010	 	 	 	800,000	 
	 	 	 	 	Brio Capital L.P.	 	 	12/22/2010	 	 	 	4,000,000	 
	 	 	 	 	Baybak Family Partners Ltd	 	 	12/22/2010	 	 	 	8,000,000	 
	 	 	 	 	Sandor Capital Master Fund, L.P.	 	 	12/22/2010	 	 	 	4,000,000	 
	 	 	 	 	Gottbetter & Partners, In Trust	 	 	12/22/2010	 	 	 	8,000,000	 
	 	 	 	 	Fuad Sillem	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	Dragon Equities Limited	 	 	12/22/2010	 	 	 	2,000,000	 
	 	 	 	 	Andrew Williams	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	David Elliot	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	Sam Quinn	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	Richard Redfern	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	GRQ Consultants, Inc. 401K	 	 	12/22/2010	 	 	 	6,000,000	 
	 	 	 	 	James Davidson	 	 	12/22/2010	 	 	 	2,000,000	 
	 	 	 	 	Michael and Betsy Brauser TBE	 	 	12/22/2010	 	 	 	4,000,000	 
	 	 	 	 	Alcone Services SA	 	 	12/22/2010	 	 	 	978,258	 
	 	 	 	 	Global Productions Group, Inc.	 	 	12/22/2010	 	 	 	1,000,000	 
	 	 	 	 	Romualdo Wilson Cancado	 	 	1/13/2011	 	 	 	1,000,000	 
	 	 	 	 	Sandor Capital Master Fund, L.P.	 	 	1/13/2011	 	 	 	4,000,000	 
	 	 	 	 	321 Gold Ltd.	 	 	6/15/2011	 	 	 	2,000,000	 
	 	 	 	 	Holmes Revocable Trust	 	 	6/15/2011	 	 	 	2,000,000	 
	 	 	 	 	Fitel Nominees Limited	 	 	6/15/2011	 	 	 	4,000,000	 
	 	 	 	 	Triumph Small Cap Fund, Inc.	 	 	6/15/2011	 	 	 	2,000,000	 
	 	 	 	 	Dragon Equities Limited	 	 	6/15/2011	 	 	 	3,000,000	 
	 	 	 	 	Sam Quinn	 	 	6/15/2011	 	 	 	1,000,000	 
	 	 	 	 	Lenox Trading Group, LLC	 	 	6/15/2011	 	 	 	2,000,000	 



 




    	21