STOCK OPTION AGREEMENT


 


CALIFORNIA
GOLD CORP.


 


THIS AGREEMENT is entered into as of the
____ day of ________ (the “Date of Grant”)


 


BETWEEN:


 


CALIFORNIA GOLD CORP., a
company incorporated pursuant to the laws of the State of Nevada, of 4515 Ocean View Blvd., Suite 305, La Canada, CA 91011


 


(the “Company”)


 


AND:


 


(the “Optionee”)


 


WHEREAS:


 


A.           The
Board of Directors of the Company (the “Board”) has approved and adopted the 2007 Stock Option Plan (the “Plan”),
pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares
of the Company (the “Common Stock”);


 


B.           The
Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify
under Section 422 of the Code (“Non-Qualified Stock Options”); and


 


C.           The
Board has authorized the grant to Optionee of options to purchase a total of 100,000 shares of Common Stock (the “Options”),
which Options are intended to be (select one):


 


		 ̈	Incentive Stock Options;



		 ̈	Non Qualified Stock Options



 


NOW THEREFORE, the Company agrees to offer
to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, [Insert Number of Shares]
shares of Common Stock. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.


 


1.          Exercise
Price. The exercise price of the options shall be US$[Insert Price] per share.


 




    	 



    	 



    

 


2.          Limitation
on the Number of Shares. If the Options granted hereby are Incentive Stock Options, the number of shares which may be acquired
upon exercise thereof is subject to the limitations set forth in Section 5.1 of the Plan.


 


3.          Vesting
Schedule. The Options shall vest in accordance with Exhibit A.


 


4.          Options
not Transferable. The Options may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation
of law or otherwise) other than by will, by applicable laws of descent and distribution or, in the case of a Non-Qualified Stock
Option, pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment or similar process;
provided, however, that if the Options represent a Non-Qualified Stock Option, such Option is transferable without payment
of consideration to immediate family members of the Optionee or to trusts or partnerships established exclusively for the benefit
of the Optionee and Optionee’s immediate family members. Upon any attempt to transfer, pledge, hypothecate or otherwise dispose
of any Option or of any right or privilege conferred by the Plan contrary to the provisions thereof, or upon the sale, levy or
attachment or similar process upon the rights and privileges conferred by the Plan, such Option shall thereupon terminate and become
null and void.


 


5.          Investment
Intent. By accepting the Options, the Optionee represents and agrees that none of the shares of Common Stock purchased upon
exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. In addition, the
Company may require, as a condition of exercising the Options, that the Optionee execute an undertaking, in such a form as the
Company shall reasonably specify, that the Stock is being purchased only for investment and without any then-present intention
to sell or distribute such shares.


 


6.          Termination
of Employment and Options. Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the
first of the following events:


 


		(a)	Expiration. Ten (10) years from the Date of Grant.



 


		(b)	Termination for Cause. The date of the first discovery by the Company of any reason for
the termination of an Optionee’s employment or contractual relationship with the Company or any related company for cause
(as determined in the sole discretion of the Plan Administrator), and, if an Optionee’s employment is suspended pending any
investigation by the Company as to whether the Optionee’s employment should be terminated for cause, the Optionee’s
rights under this Agreement and the Plan shall likewise be suspended during the period of any such investigation.



 


		(c)	Termination Due to Death or Disability. The expiration of one (1) year from the date of
the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as
defined in Section 5.1(g) of the Plan). If an Optionee’s employment or contractual relationship is terminated by death, any
Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such
Option shall pass by the Optionee’s will or by the laws of descent and distribution.



 




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		(d)	Termination for Any Other Reason. The expiration of three (3) months from the date of an
Optionee’s termination of employment or contractual relationship with the Company or any Related Corporation for any reason
whatsoever other than termination of service as a director, cause, death or Disability (as defined in Section 5.1(g) of the Plan).



 


Each unvested Option granted pursuant hereto
shall terminate immediately upon termination of the Optionee’s employment or contractual relationship with the Company for
any reason whatsoever, including Disability unless vesting is accelerated in accordance with Section 5.1(f) of the Plan.


 


7.          Stock.
In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number
of shares and exercise price shall be proportionately adjusted as set forth in Section 5.1(m) of the Plan.


 


8.          Exercise
of Option. Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however,
that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act
of 1934 with respect to the Common Stock shall be precluded from selling or transferring any Common Stock or other security underlying
an Option during the six (6) months immediately following the grant of that Option. If less than all of the shares included in
the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of
the Option term. No portion of any Option for less than fifty (50) shares (as adjusted pursuant to Section 5.1(m) of the Plan)
may be exercised; provided, that if the vested portion of any Option is less than fifty (50) shares, it may be exercised with respect
to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers
less than one (1) share, it is unexercisable.


 


Each exercise of the Option shall be by
means of delivery of a notice of election to exercise (which may be in the form attached hereto as Exhibit B) to the President
of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased and accompanied
by payment in cash by certified check or cashier’s check in the amount of the full exercise price for the Common Stock to
be purchased. In addition to payment in cash by certified check or cashier’s check, an Optionee or transferee of an Option
may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:


 


		(a)	by delivering to the Company shares of Common Stock previously held by such person, duly endorsed
for transfer to the Company, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of
the Option, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined
by the Plan Administrator) equal to the aggregate purchase price to be paid by the Optionee upon such exercise; or



 




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		(b)	by complying with any other payment mechanism approved by the Plan Administrator at the time of
exercise.



 


It is a condition precedent to the issuance
of shares of Common Stock that the Optionee execute and/or deliver to the Company all documents and withholding taxes required
in accordance with Section 5.1 of the Plan.


 


9.          Holding
period for Incentive Stock Options. In order to obtain the tax treatment provided for Incentive Stock Options by Section 422
of the Code, the shares of Common Stock received upon exercising any Incentive Stock Options received pursuant to this Agreement
must be sold, if at all, after a date which is later of two (2) years from the date of this agreement is entered into or one (1)
year from the date upon which the Options are exercised. The Optionee agrees to report sales of shares prior to the above determined
date to the Company within one (1) business day after such sale is concluded. The Optionee also agrees to pay to the Company, within
five (5) business days after such sale is concluded, the amount necessary for the Company to satisfy its withholding requirement
required by the Code in the manner specified in Section 5.1(l) of the Plan. Nothing in this Section 9 is intended as a representation
that Common Stock may be sold without registration under state and federal securities laws or an exemption therefrom or that such
registration or exemption will be available at any specified time.


 


10.         Resale
restrictions may apply. Any resale of the shares of Common Stock received upon exercising any Options will be subject to resale
restrictions contained in the securities legislation applicable to the Optionee. The Optionee acknowledges and agrees that the
Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.


 


11.         Subject
to 2007 Stock Option Plan. The terms of the Options are subject to the provisions of the Plan, as the same may from time to
time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall
be governed by the provisions of the Plan, a copy of which has been delivered to the Optionee, and which is available for inspection
at the principal offices of the Company.


 


12.         Professional
Advice. The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences
under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly,
the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with
this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance
of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee
will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative
minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any
resale restrictions that might apply under applicable securities laws.


 




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13.         No
Employment Relationship. Whether or not any Options are to be granted under this Plan shall be exclusively within the discretion
of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any right to participate
under this Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company
or any Related Company, express or implied, that the Company or any Related Company will employ or contract with an Optionee, for
any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s
right to terminate Optionee’s employment at any time, which right is hereby reserved.


 


14.         Entire
Agreement. This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this
Agreement and the Plan supersede all prior and contemporaneous oral and written statements and representations and contain the
entire agreement between the parties with respect to the Options.


 


15.         Notices.
Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time to time by written notice to the other:


 


The Company:


 


California Gold Corp.

4515 Ocean View Blvd., Suite 305

La Canada, CA 91011

Attention: President


 


With a copy to:


 


Gottbetter & Partners LLP


488 Madison Avenue, 12th Floor


New York, NY 10022


Attention: [Insert Name]


 


		The Optionee:	[Insert Name and Address]



 




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	CALIFORNIA GOLD CORP.	 
	 	 	 
	Per:	 	 
	 	Authorized Signatory	 
	 	 	 
	 	 	 	 
	 	Print Name of Optionee:	 
	 	 	 
	 	Address of Optionee:	 


 




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EXHIBIT
A


 


TERMS OF THE OPTION


 


	Name of the Optionee:
	 
	Date of Grant:
	 
	Designation:


 


		1.	Number of Options granted:



 


		2.	Purchase Price:



 


		3.	Vesting Dates:



 


		4.	Expiration Date:



 




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EXHIBIT
B


 


To:


 


California Gold Corp.

4515 Ocean View Blvd., Suite 305

La Canada, CA 91011

Attention: President


 


Notice of Election to Exercise


 


This Notice of Election to Exercise shall
constitute proper notice pursuant to Section 5.1(h) of California Gold Corp.’s (the “Company”) 2007 Stock Option
Plan (the “Plan”) and Section 8 of that certain Stock Option Agreement (the “Agreement”) dated as of the
____ day of ____, 20__, between the Company and the undersigned.


 


The undersigned hereby elects to exercise
Optionee’s option to purchase 100,000 shares of the common stock of the Company at a price of US$0.50 per share, for aggregate
consideration of US$50,000, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration,
in the form specified in Section 8 of the Agreement, accompanies this notice.


 


The Optionee hereby directs the Company
to issue, register and deliver the certificates representing the shares as follows:


 


	Registration Information:	 	Delivery Instructions:
	 	 	 
	Name to appear on certificates	 	Name
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone Number


 




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DATED at ____________________________________, the day of ________________________,
20___.


 


	 	 
	 	(Name of Optionee – Please type or print)
	 	 
	 	 
	 	(Signature and, if applicable, Office)
	 	 
	 	 
	 	(Address of Optionee)
	 	 
	 	 
	 	(City, State, and Zip Code of Optionee)


 




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Note: For the Exhibit listed in
the first column below, only the form of instrument has been filed as an exhibit to the Registrant's Form S-1 registration statement.
This Schedule provides detail as to the actual instruments issued under the form filed as an exhibit and lists the material details
in which each such instrument differs from the form of document filed.


 


	Exhibit

No.	 	Title of Instrument	 	Name of

Optionee	 	Number of

Option Grant

Shares	 	Issue

Date	 	Option Status
	10.2	 	Option Grant under the Registrant’s 2007 Stock Option Plan	 	James Davidson	 	1,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	David Rector	 	1,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	George Duggan	 	1,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	Rob Rainer	 	1,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	Feliciano Leon	 	1,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	Ed Karr	 	2,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	Barry Honig	 	2,000,000	 	7/27/2011	 	Non-Qualified
	 	 	 	 	Michael Baybak	 	2,000,000	 	7/27/2011	 	Non-Qualified


 




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