STOCK SUBSCRIPTION AGREEMENT by VALOR GOLD CORP.

STOCK SUBSCRIPTION AGREEMENT

 

THIS STOCK SUBSCRIPTION AGREEMENT, dated as of May 22, 2012, is entered into by and between RED BATTLE CORP., a Delaware corporation (the "Corporation"), and PERSHING GOLD CORPORATION, a Nevada corporation (the "Subscriber").

 

WITNESSETH

 

WHEREAS, the authorized capital stock of the Corporation consists of three thousand (3,000) shares of common stock, par value $0.0001 per share (the "Common Stock"); and

 

WHEREAS, the Corporation desires to issue and sell to the Subscriber, and the Subscriber desires to subscribe to and accept from the Corporation one thousand (1,000) shares of Common Stock upon the terms and subject to the conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the above, the parties hereby agree as follows:

 

1.           The Corporation agrees to issue and sell to the Subscriber, and the Subscriber agrees to subscribe to and purchase from the Corporation, one thousand (1,000) shares of Common Stock (the "Shares") for a purchase price of $0.01 per Share.

 

2.           Upon the issuance of the Shares, the Subscriber agrees to pay the aggregate purchase price for the Shares, in an amount equal to TEN DOLLARS ($10.00). At such time as payment is made, the Corporation agrees to deliver to the Subscriber a certificate (the "Certificate") representing the shares of Common Stock being subscribed to and paid for by the Subscriber, which shares of Common Stock represented by the Certificate shall be duly authorized, validly issued, fully paid and nonassessable. The Certificate shall be properly legended