Option Agreement for Conversion of Common Stock to Series A Convertible Preferred Stock between Tangiers Investors, LP and Frozen Food Gift Group, Inc.

Summary

This agreement, dated February 16, 2012, is between Tangiers Investors, LP and Frozen Food Gift Group, Inc. It gives Tangiers the right, for five years, to exchange all or part of its 9,118,108 shares of the Company’s common stock for an equal number of Series A Convertible Preferred Stock, once the Company creates this new class of shares. The preferred shares will have specific voting and liquidation rights and will be subject to transfer restrictions under securities laws.

EX-10.2 3 ffge_ex102.htm OPTION ffge_ex102.htm

EXHIBIT 10.2

OPTION TO CONVERT COMMON STOCK INTO

PREFERRED STOCK

AT FUTURE DATE

Effective this 16th day of February, 2012, Tangiers Investors, LP, (“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), hereby agree as follows:

Whereas, concurrently with the execution of the Agreement, Tangiers purchased 9,118,108 restricted shares of the Company’s Common Stock;

Now, therefore, for one dollar in hand and other valuable consideration, receipt of which is hereby acknowledged, agree as follows:

1. The Company hereby undertakes to in due course create a class of Series A Convertible Preferred Stock (the “Preferred”), by appropriate amendment of its Articles of Incorporation.

2. The Preferred shall be convertible into Common Stock on a 1 for 1 basis, have a liquidation preference of $.0055 per Preferred Share, and shall vote equally with Common shares on a 1 for 1 basis on all matters brought before shareholders, including the election of Directors.

3. Once said Preferred Class is established, thereafter at any time or from time to time over a five year term beginning on this date, the parties agree that Tangiers at its option shall have the right to exchange all or any part of the Common Shares issued to Tangiers by the Company pursuant to the attached Stock Purchase Agreement, for shares of the aforesaid Series A Convertible Preferred Stock, on a 1 for 1 basis.

4. All Series A Convertible Preferred Shares issued to Tangiers upon exercise of the rights hereby granted, shall be restricted securities within the meaning of Rule 144 under the Securities Act and the certificate(s) representing such Preferred Shares will be stamped or otherwise imprinted with a legend substantially in the following form or other form as required by law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Wherefore the parties hereto have executed this Agreement effective as of the date set forth above.

FROZEN FOOD GIFT GROUP, INC.

BY:
	Jonathan Irwin

TITLE: Chief Executive Officer


TANGIERS INVESTORS, LP

BY:
	Michael Sobeck

TITLE:	Managing Member