Gold Purchase Agreement

THIS IS A LEGALLY BINDING CONTRACT BETWEEN

PURCHASER AND PRODUCER.
IF YOU DO NOT UNDERSTAND IT, SEEK LEGAL ADVICE

THIS PURCHASE AGREEMENT made and entered into this [__] day of [month] [year] (the
“Execution Date”), by and between, ROYAL SOVEREIGN COSTINO, SAC, (RSC) a Peruvian
Company and having an office at 717 Malecon Riserva, Lima Peru, and a U.S. office at 4
York Avenue, West Caldwell, New Jersey (“Producer”), and _____________________
(“Purchaser”) being Parties to this Agreement. Purchaser agrees to purchase from RSC
_________ troy ounces of gold, at an LME Gold Spot Price of $_________, as outlined in
clauses three and four of this Purchase Agreement, for the Purchase Amount of
$____________ US dollars for delivery after a period of no less than three (3) years. The troy
ounce gold spot price and the amount of gold will be based on the LME gold spot price upon
receipt in an RSC approved depository account.

WHEREAS, RSC is a well established business engaged in the production of gold and other
precious metals with existing mining operations in Peru with an intent to enter into and add
mining operations in Ecuador,

WHEREAS, Royal Sovereign International, LLC (RSI) is a marketing representative of RSC

for the purpose of selling RSC's Gold Purchase Agreement to qualified individuals or
institutions,

WHEREAS, Producer wishes to expand operations with said purchases in Peru and Ecuador
continuing as a major supplier for precious metal mines in the region,

WHEREAS, it is the Producer's intent to offer an opportunity to the Purchaser to purchase

gold and share in a potential increase in gold's value while protecting the Purchase Price in
the event of a decrease in the price of gold. The Purchaser will have an option of being paid
in a currency of choice or delivered a specified gold at the end of the three year commitment.

1. Definition of Terms within this Agreement

Producer: Defined in the preamble hereto. A Peruvian mining company and intermediary of
precious metals.
Purchaser: Defined in the preamble hereto.
Gold Purchase Agreement: A Purchase Agreement to purchase gold less than a cumulative
amount of $100,000. Also, an Agreement performing as a precursor to the Gold Purchase
Agreement Plus.
Gold Purchase Agreement Plus: A Purchase Agreement which includes added incentives and
protections of the Purchase Amount.
Purchase Amount: A sum total, designated in US dollars and listed in the preamble of this
Agreement, determined by the amount of troy ounces purchased at a specific LME Gold Spot
price. The LME Gold Spot price will be determined when the Purchase Amount is received by
RSC.

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Gold Protection Program: A unique purchase and redemption formula created by RSC to
protect assets, contained within this Agreement, of the Purchaser.
LME Gold Spot Price: London Metals Exchange daily spot price of gold per troy ounce. The
gold spot price for this Agreement will be determined at the time the Purchase Amount is
received in the RSC account.
Execution Date: The date in the preamble whereby this Purchase Agreement is effectuated.
Redemption/Delivery Date: The date in the preamble which is stipulated to be a minimum of
three years from the execution date and the date in which this Purchase Agreement is due
and payable.
Increased Value: An amount determined by the increased value of gold based on the LME
spot price on the day of execution to a future three year Redemption/Delivery Date based on
the LME spot price on that date.
Redemption/Delivery Date: The three year Anniversary Date from the Execution date of this
Purchase Agreement.
Collateral: Gold bars to be held in a bonded warehouse in the name of the Purchaser to
guarantee protection of Purchaser's Purchase Amount.
Bonded Financial Institution: A facility that has a bond to insure against employee dishonesty
burglary, robbery, forgery, and similar crime exposures.
Troy Ounce: An imperial measurement used to weigh precious metals. One troy ounce is
equivalent to 31.1034768 grams.
Hallmark Gold Bar: A gold bar which has been assayed and certified with a mark from a
recognized entity having credentials to classify the bar as bullion. Gold hallmark bars have a
fineness of 999.9% gold. Hallmark bars must be reported and registered with the appropriate
government agency.
Doré Bar: A gold bar in its original refined state. Fineness of the Producer's doré bars range
between 94% to 98%
Early Withdrawl Penalty : cashing in before the three (3) year commitment in the agreement
will be the return of original Purchase Amount less a ten percent (10%) withdraw penalty.

2. Representation of Purchaser: In order for the Producer to issue this Purchase

Agreement, Purchaser hereby represents and warrants to Producer that:

(a) Purchaser has sufficient knowledge and experience in providing capital to companies
similar to Producer in terms of Producer’s state of development so as to be able to evaluate
the risks and merits of the financial involvement to Producer and it is able financially to bear
the risks thereof.

(b) The Purchaser has fully discussed and understands the business, management and
financial affairs of the Producer and RSI.

3. Redemption/Delivery with Gold Price Increase: In the event of an increase in the LME
gold spot price during the three year period of this Agreement the Producer warrants:
Redemption of the Purchase Amount, in the form of gold, held in the Purchaser's name, or a
currency of choice, will occur three years from the execution date of this Purchase
Agreement. RSC agrees to pay fifty (50%) of the increase of the LME spot price of gold as it
exists from the execution date to the Redemption/Delivery Date of this Purchase Agreement.
(i.e., gold spot price at the execution date of this Purchase Agreement is $1,200 per ounce –

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gold spot price at Redemption/Delivery Date is $2000 per ounce – an $800.00 increase is
equal to 60%, reflecting an additional 30% due and payable to the Purchaser above the
outstanding Purchase Amount placed at the execution of this Purchase Agreement). Upon
Redemption of Purchase Amount at Redemption/Delivery Date, the Purchaser will have an
option of taking physical delivery of said gold in doré bars, hallmark bullion bars, a currency of
Purchaser’s choosing, or a combination of said options at the end of the three year period,
upon compliance with all anti-laundering provisions and banking laws. If hallmark bars are
requested, bars will be certified and delivered within thirty (30) days of the
Redemption/Delivery Date. If doré bars are purchased for storage, the process of certification
into a hallmark gold bars at the delivery date will be at the expense of the Purchaser. The
Purchaser will have the option to choose a certified refinery of its choosing for conversion or
make use of RSC's refineries for hallmark certification.

If doré bars are chosen as an option for Redemption/Delivery, the amount (number of
ounces) to be exchanged will be based on the value and fineness of a hallmark bar.

The gold spot price for this Agreement will be determined at the time Purchase Amount is
received by RSC. Once funds have been received by RSC, delivery of specified gold type will
occur the following business day to a predetermined safe keeping location.

4. Protection and Redemption of the Purchase Amount: In the event of a decrease in the
LME gold spot price, the Producer agrees to protect and pay the Purchase Amount as stated
on the execution date of this Purchase Agreement. (i.e., if the LME gold spot price is $1,200
per troy ounce and the LME gold spot price decreases to $1,000 per troy ounce, the
Purchase Amount, based upon the $1,200 per troy ounce price, will be protected and
reimbursed, at Redemption/Delivery Date of this Purchase Agreement.) Upon Redemption of
the Purchase Amount at Redemption/Delivery Date, the Purchaser will have an option of
taking physical delivery of said gold in doré bars, hallmark bullion bars, or, a currency of
Purchaser’s choosing at the end of the three year period, should it comply with all anti-
laundering provisions and banking laws.

The Purchaser will have the option of Redemption of the Purchase Amount in doré or
hallmark gold bars, a currency of Purchaser’s choosing, or a combination thereof. The
expense of conversion from doré to hallmark bars will be at the expense of the Purchaser.

If doré bars are chosen as an option for Redemption/Delivery, the amount (number of
ounces) to be exchanged will be based on the value and fineness of a hallmark bar.

In order to provide and achieve the protection outlined in this clause the Producer will
manufacture gold bars above and beyond what is refined for the Gold Purchase Agreement.
Said gold bars will be placed in a holding account of a bonded financial institution.

5. Conversion of Gold Purchase Agreement: Purchaser will have the option to convert
from a culmination of Gold Purchase Agreement(s) into a Gold Purchase Agreement Plus.
Once Purchaser reaches a level of placing a Purchase Amount of $100,000, Purchaser can
achieve the additional benefits of the terms and conditions contained within the Gold
Purchase Agreement Plus.

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6. Collateral: Gold bars will initially be held as doré bars in a bonded financial institution,
pledged in the Purchaser's name, to protect the Purchase Amount of this Purchase
Agreement.
(a) Producer and all endorsers, Producers and other parties that may be liable under
this Purchase Agreement have not assigned, disposed, pledged, nor otherwise
conveyed or encumbered any Collateral to any other Person, and immediately prior to
the pledge of any such Collateral, such Producer is the sole owner of such Collateral
and has good and marketable title thereto, free and clear of all Liens.

(b) The provisions of this Gold Purchase Agreement are effective to create in favor of
the Purchaser a valid safety interest in all right, title and interest of the Producers in, to
and under the Collateral.

(c) The Purchaser shall have a fully perfected first priority interest, certified therein, in
said collateral evidenced by Producer's gold certificate in the Purchaser's name.

7. Revocability, Early Withdrawl and Prepayment of the Purchase Amount: If the

Purchaser has a need to cancel this Purchase Agreement prior to the three year
Redemption/Delivery date, the Purchase Amount will be repaid less ten percent (10%)
penalty fee and less any increased value.

8. No Waiver: No failure or delay by Purchaser in exercising any right, power or privilege

under this Purchase Agreement shall operate as a waiver thereof. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies provided by
law. No course of dealing between Producer and Purchaser shall operate as a waiver of any
rights by Purchaser.

9. Indemnity: Except with respect to claims arising from a Party’s separate negligence or
willful acts, which shall remain that Party’s personal obligation, each Party agrees to defend,
indemnify and hold harmless the other Party and its directors, officers, and employees with
respect to a claim arising from the Party’s actual or alleged act, failure to act, error, or
omission in the performance of their obligations under this Agreement or any governing law
or regulation.

The Producer recognizes the possibility of government instability outside of its control and
has implemented precautions by employing standards, people and best practices with
governments agencies where its operations are located. Further, the Producer has
implemented safeguards to insure the movement and supply of gold from mines to storage is
secure.

10. Insurance: The Producer shall purchase and maintain throughout the term of this
Agreement insurance or indemnity protection to cover indemnity obligations. This shall
include, but not necessarily be limited to general liability insurance and Political Risk
Insurance for all above ground gold which it owns or has under its custodianship.

11. Assignability: Purchaser may not assign or transfer this Purchase Agreement without

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prior written consent of Producer. In the case of death of the Purchaser, this Purchase
Agreement will transfer to authorized legal heirs or successors of the Purchaser. Producer
may not assign or delegate its rights or obligations hereunder without the prior written
consent of Purchaser.

12. Events of Default: The entire unpaid Purchase Amount of this Purchase Agreement and
the payment due thereon shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind and all of which are hereby expressly waived, if
any one or more of the following events (each an “Event of Default” and collectively the
“Events of Default”) shall have occurred (for any reason whatsoever and whether such
happening shall be voluntary or involuntary or come about or be effected by operation of law
or pursuant to or in compliance with any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body) that is to say:

(a) If default shall be made in the due and punctual payment of the Purchase Amount of this
Purchase Agreement or the accrued value and money due thereon when and as the same
shall become due and payable, whether at the delivery Date or by acceleration or otherwise,
and such default shall have continued for a period of ten (10) days:

(b) If Producer shall:

(i) Admit in writing its inability to pay its debts generally as they become due;
(ii) File a petition in bankruptcy or a petition to take advantage of any insolvency act;
(iii) Make an assignment for the benefit of creditors;
(iv) Consent to the appointment of a receiver of the whole or any substantial part of its
property;
(v) On a petition in bankruptcy filed against it, be adjudicated a bankrupt; or
(vi) File a petition or answer seeking reorganization or arrangement

(c) If a court of competent jurisdiction shall enter an order, judgment or decree appointing,
without the consent of Producer, a receiver of the whole or any substantial part of Producer’s
property, and such order, judgment or decree shall not be vacated or set aside or stayed
within ninety (90) days from the date of entry thereof; or

(d) If, under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the whole or any substantial part of
Producer’s property and such custody or control shall not be terminated or stayed within
ninety (90) days from the date of assumption of such custody or control.

(e) Upon an event of default interest shall thereafter accrue at the rate of ten (10%) percent
per annum.

13. Remedies: In case any one or more of the Events of Default shall have occurred,
Purchaser may proceed to protect and enforce its rights either by suit in equity and/or by
action at law, whether for the specific performance of any covenant or agreement contained
in this Purchase Agreement or in aid of the exercise of any power granted in this Purchase
Agreement, or Purchaser may proceed to enforce the payment of all sums due upon this
Purchase Agreement or to enforce any other legal or equitable right of Purchaser. Producer

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shall be responsible for Purchaser’s legal fees associated with any collection efforts.

14. Relationship of the Parties: This Gold Backed Purchase Agreement is being offered by
RSC to financially qualified Purchasers. It is hereby acknowledged by the Purchaser and the
Producer that the relationship created between them by this Purchase Agreement is that of
creditor and debtor and is not intended to be and shall not in any way be construed to be that
of a partnership, a joint venture or agent.

15. Applicable Law and Consent to Jurisdiction: This Purchase Agreement is made and
delivered in, and shall be governed by, enforced under and interpreted in accordance with the
laws of the State of New Jersey, without giving effect to the principles of conflicts of law. The
Purchaser hereby submits to the exclusive jurisdiction of the courts of the State of New
Jersey in respect of the interpretation and enforcement of the provisions of this Purchase
Agreement, and of any other document, instrument or agreement, evidencing, securing or
otherwise relating to the indebtedness evidenced by this Purchase Agreement, and hereby
waives and agrees not to assert as a defense in any action, suit or proceeding for the
interpretation or enforcement of this Purchase Agreement and/or any of the Financial
Documents and/or any other document, instrument or agreement evidencing, securing or
otherwise relating to the indebtedness evidenced by this Purchase Agreement that it is not
subject thereto or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that its property is exempt or immune from execution, that the
action, suit or proceeding is brought in an inconvenient forum or that the venue of the action,
suit or proceeding is improper. The Producer further agrees that any service of process may
be effectuated upon any of them by certified mail, return receipt requested, in accordance
with the Notice provision of this Purchase Agreement.

16. No Jury Trial: In any litigation relating to this Purchase Agreement or any other
document, instrument or agreement, evidencing, securing or otherwise relating to the
indebtedness evidenced hereby, the Purchaser and Producer hereby waive their right to trial
by jury. The parties acknowledge that they have consulted with their respective counsel
specifically on the ramifications of waiving the right to request trial by jury prior to agreeing to
this provision.

17. Further Assurances: The parties agree to execute any and all such other further
instruments and documents, and to take any and all such further actions which are
reasonable required to effectuate this Purchase Agreement and the intents and purposes
hereof.

18. Construction: Each of the parties hereto hereby further acknowledges and agree:

(a) Each has been advised by counsel during the course of negotiations;

(b) This Purchase Agreement shall not, therefore, be construed more strictly against any
party responsible for its drafting regardless of any presumption or rule requiring construction
against the party whose attorney drafted this Purchase Agreement; and

(c) Should any provision of this Purchase Agreement is held to be invalid or unenforceable by

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a court of competent jurisdiction, the other provisions of this Purchase Agreement shall
remain in full force and effect and shall be liberally construed in favor of Purchaser in order to
effect the provisions of this Purchase Agreement

19. Grammar: Throughout this Purchase Agreement the masculine, the feminine and the
neuter shall be interchangeable, and the singular and the plural shall be interchangeable,
unless the context of this Purchase Agreement indicates otherwise.

20. Purchase Agreement Documents: This Purchase Agreement and any other document,
instrument or agreement evidencing, securing or otherwise relating to the indebtedness
evidenced by this Purchase Agreement shall collectively be known as the “Purchase
Agreement Documents.” The terms of each of the Purchase Agreement Documents are
specifically incorporated herein. In addition, the terms of each of the Purchase Agreement
Documents are specifically incorporated into each of the other Purchase Agreement
Documents.

21. Original and Counterparts: This Purchase Agreement may be executed in any number
of counterparts (duplicate copies) any one of which shall be deemed to be an original;
although the others are not produced.

22. Entire Agreement: This Purchase Agreement, the Purchase Agreement Documents and
all documents and instrument referred to herein:

(a) Constitute the entire agreement and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the subject matter
hereof and thereof; and

(b) Are not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.

23. Binding Agreement: This Purchase Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators, personal
representatives, successors and assigns. Purchaser must hold the Purchase Agreement for a
period of three (3) years and one (1) month from the date of execution.

24. Severability: In the event that one or more of the provisions of this Purchase Agreement
shall for any reason beheld invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Purchase Agreement,
but this Purchase Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

25. Amendment; Waiver: Any term, covenant, agreement or condition of this Purchase
Agreement may be amended and compliance therewith may be waived (either generally or in
a particular circumstance and either retroactively or prospectively), written agreement of the
Producer and the Purchaser.

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For Producer:
ROYAL SOVEREIGN COSTINO, SAC

_________________________ ____________________________
Print Name Signature

STATE OF _____________________

COUNTY OF ___________________

On the _______ day of __________________, 201___ before me, the undersigned,

personally appeared ______________________________ personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in his capacity
and that by his/her signature on the instrument, the individual, or the person on behalf of
whom the individual acted, executed the instrument.

____________________________
NOTARY PUBLIC

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For Purchaser:

_________________________ ____________________________
Print Name Signature

STATE OF _____________________

COUNTY OF ___________________

On the _______ day of __________________, 201___ before me, the undersigned,

personally appeared ______________________________ personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in his capacity
and that by his/her signature on the instrument, the individual, or the person on behalf of
whom the individual acted, executed the instrument.

____________________________
NOTARY PUBLIC

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