AGREEMENT
This Agreement (this "Agreement") is entered into on March 10, 2006 by
and between Patriot Gold Corp., a Nevada corporation (the "Corporation"), and
Robert Sibthorpe (the "Shareholder").
WHEREAS, Shareholder is the owner of 3,000,000 shares (the "Shares") of
the Corporation's common stock and is also a director of the Corporation; and
WHEREAS, pursuant to and subject to the terms and conditions of this
Agreement, the parties hereto desire that Shareholder grant to the Corporation
an option to redeem any or all of the Shares for a redemption price of $0.01 per
share.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth below, the parties agree as follows:
1. Redemption Option.
1.1 Grant of Option to Redeem. Shareholder hereby grants to
the Corporation the irrevocable right (the "Redemption Option") to purchase all
or any portion of the Shares. The purchase price for any Shares purchased by the
Corporation pursuant to this Redemption Option shall be $0.01 per Share. The
right of the Corporation hereunder shall attach to the Shares, until and unless
terminated by the written agreement of the Corporation. Accordingly, if the
Corporation exercises its right to redeem a portion of such Shares, at any time
thereafter the Corporation can send subsequent notices to Shareholder exercising
its right to redeem additional portions of the Shares purchased upon exercise of
this Redemption Option. There is no minimum amount of Shares which need to be
redeemed by the Corporation pursuant to its Redemption Option hereunder.
1.2 Exercise of Option to Redeem. In order to exercise such
Redemption Option, the Corporation shall send Shareholder written notice of its
intention to exercise its right hereunder, indicating how many of the Shares it
is purchasing. No later than ten (10) business days after the delivery of said
notice, the Corporation shall pay the applicable purchase price thereof, and
Shareholder shall deliver to the Corporation the stock certificate evidencing
the Shares, duly endorsed in blank or accompanied by stock powers duly executed
in blank, signature medallion guaranteed, in proper form for transfer to the
Corporation. Shareholder also agrees to execute and deliver any other documents
and instruments requested by the Corporation, including without limitation,
making representations and warranties with respect to the title and ownership of
the Shares.
1.3 Restricted Securities; Legend. Shareholder agrees that he
shall not, directly or indirectly, sell, exchange, pledge, hypothecate,
transfer, gift, grant an irrevocable proxy with respect to, devise, assign or in
any other way dispose of, encumber or grant a security interest in, any of the
Shares or any interest therein. The Shareholder agrees and acknowledges that
said restriction is in addition to all applicable securities laws and
regulations. The certificates evidencing the Shares shall contain a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of the certificates for such shares):
THE SECURITES REPRESENTED HEREBY ARE SUBJECT TO AN OPTION
PURSUANT TO THE AGREEMENT DATED MARCH 10, 2006 BY AND BETWEEN
PATRIOT GOLD CORP. AND THE HOLDER HEREOF.
1.4 Shareholders' Agreement. The Corporation and the
Shareholder are parties to a Shareholders' Agreement dated as of January 22,
2004 relating to, among other things, the voting of the Shares and a transfer
restriction thereon. The Corporation and the Shareholder agree that the
execution and delivery of this Agreement shall not result in a breach or
violation of any of the terms or provisions of said Shareholders' Agreement and
said Shareholders' Agreement shall remain in full force and effect as provided
therein, other than Section 2.1 thereof which shall hereby be amended to reflect
the Redemption Option.
The execution by the Shareholder to this Agreement shall be
deemed to result in his agreement to amend the Shareholders' Agreement by adding
the following at the end of Section 2.1 thereof:
"Notwithstanding the foregoing Transfer restrictions, the
grant of the Redemption Option by the Shareholder to the
Corporation pursuant to the terms and provisions of the
Agreement dated as of March 10, 2006 between the parties
thereto shall be permitted."
2. General Provisions.
2.1 Further Assurances. Shareholder and the Corporation shall
execute and deliver such further instruments of conveyance, transfer and
assignment, cooperate and assist in providing information for making and
completing regulatory filings, and take such other actions as Shareholder or the
Corporation, as the case may be, may reasonably require of the other party to
evidence or effectuate the transactions contemplated hereunder.
2.2 Amendment. This Agreement may not be amended or otherwise
modified, except by an instrument in writing signed by, or on behalf of, each of
the parties hereto.
2.3 Governing Law. This Agreement (including the documents and
instruments referred to herein) shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Nevada, without
regard to principles of conflicts of laws.
2.4 Counterparts. This Agreement may be executed by fax and in
one or more counterparts, all of which together shall constitute a single
agreement. If any provisions of this Agreement shall be held to be illegal,
invalid or unenforceable under any applicable law, then such contravention or
invalidity shall not invalidate the entire Agreement. Such provision shall be
deemed to be modified to the extent necessary to render it legal, valid and
enforceable, and if no such modification shall render it legal, valid and
enforceable, then this Agreement shall be construed as if not containing the
provision held to be invalid, and the rights and obligations of the parties
shall be construed and enforced accordingly.
2.5 Entire Agreement. This Agreement supersedes all prior
agreements between the parties hereto with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.
2.6 Invalidity; Severability. If any clause or provision of
this Agreement shall be adjudged invalid, the same shall not affect the validity
of any other clause or provision of this Agreement, or of any other document
pertaining to the subject matter thereof, or constitute by reason thereof, any
claim or cause of action in favor of Shareholder as against the Corporation. In
addition, the provisions of this Agreement shall be read and construed and shall
have effect as separate, severable and independent provisions or restrictions,
and shall be enforceable accordingly.
2.7 Injunctive Relief. In addition to monetary damages and any
other rights and remedies available at law or equity which the Corporation may
have, the Corporation shall have the right to obtain injunctive or other
equitable relief to restrain any breach or threatened breach or otherwise to
specifically enforce the provisions of this Agreement. Each Shareholder
acknowledges that the Corporation and its affiliates will suffer immediate,
irreparable harm upon a breach or threatened breach of any provision of this
Agreement and the Corporation and its affiliates shall be entitled, in addition
to any and all other remedies, to an injunction issued by a court of competent
jurisdiction restraining the aforesaid violations of a Shareholder without the
necessity of posting a bond. Each Shareholder further agrees that money damages
alone would be inadequate to compensate the Corporation and would be an
inadequate remedy for such breach. Such rights and remedies shall however be
cumulative and not exclusive and shall be in addition to any other remedies
which the Corporation may have under this Agreement or at law.
2.8 References; Construction. The headings in this Agreement
are for convenience of reference only and not for any other purpose. The parties
hereto agree that this Agreement is the product of negotiation between
sophisticated parties and individuals, all of whom were represented by counsel
and/or had opportunity to be represented by counsel, and each of whom had an
opportunity to participate in and did participate in, the drafting of each
provision hereof. Words and phrases used herein in the singular shall be deemed
to include the plural and vice versa, and nouns and pronouns used in any
particular gender shall be deemed to include any other gender, unless the
context requires otherwise.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first written above.
SHAREHOLDER:
/s/ Robert Sibthorpe
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Name: Robert Sibthorpe
THE CORPORATION:
PATRIOT GOLD CORP.
By: /s/ Robert Coale
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Name: Robert Coale
Title: President