EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2010 • Desert Hawk Gold Corp. • Washington
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into effective the 1st day of September 2010 (the “Effective Date”), is by and between Desert Hawk Gold Crop., a corporation formed under the laws of the State of Nevada (the “Employer”), and Rick Havenstrite (the “Employee”).
SEVENTH AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • April 14th, 2014 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Seventh Amendment to Investment Agreement (“Amendment”) is made as of the 30th day of April, 2013 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
ContractConvertible Note • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ENCUMBERED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DESERT HAWK GOLD CORP. THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • Nevada
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of August 7, 2017 (the “Effective Date”) by and among Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and the purchasers executing a purchaser signature page attached hereto (each, individually, a “Purchaser”, and collectively, the “Purchasers”). Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Notes (defined below).
ContractConvertible Promissory Note • September 30th, 2010 • Desert Hawk Gold Corp. • Washington
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS, AS EXTRACTED COLLATERAL AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILINGLeasehold Deed of Trust • July 30th, 2019 • Desert Hawk Gold Corp. • Gold and silver ores • Utah
THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING SECURES OBLIGATIONS AS SUCH TERM IS DEFINED BELOW.
TENTH AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • February 25th, 2014 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Tenth Amendment to Investment Agreement (“Amendment”) is made as of the 19th day of February, 2014 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
FIFTH AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • October 18th, 2012 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Fifth Amendment to Investment Agreement (“Amendment”) is made as of the 16th day of October, 2012 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
THIRTEENTH AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • September 16th, 2015 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Thirteenth Amendment to Investment Agreement (“Amendment”) is made effective as of the 31st day of August, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 30th, 2019 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Assignment and Assumption Agreement (this “Assignment Agreement”) is made on February 13, 2018 (the “Effective Date”), by and among DMRJ GROUP I, LLC, a Delaware limited liability company (“DMRJ”), PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P., a Delaware limited partnership (“PPVA”), PLATINUM PARTNERS CREDIT OPPORTUNITIES MASTER FUND, LP, a Delaware limited partnership (“PPCO” and, collectively with DMRJ and PPVA, “Assignor”), and DESERT HAWK GOLD CORP., a Nevada corporation (the “Company” or “Assignee”). Reference is made to (i) that certain Investment Agreement, dated as of July 14, 2010, by and between the Company and DMRJ (as amended, restated, supplemented or otherwise modified to date, the “Investment Agreement”), (ii) those certain Participation Agreements by and between DMRJ and the other parties thereto, in each case participating indebtedness incurred under the Investment Agreement (as amended, restated, supplemented or otherwise modified to date, the “Participation Agree
Contract15% Convertible Promissory Note • December 28th, 2012 • Desert Hawk Gold Corp. • Gold and silver ores • Washington
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
LOCKUP AND LEAK-OUT AGREEMENTLockup and Leak-Out Agreement • September 30th, 2010 • Desert Hawk Gold Corp. • Utah
THIS LOCKUP AND LEAK-OUT AGREEMENT (the “Agreement”), entered into effective the 24th day of July 2009, (the “Effective Date”) is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and Jeneane C. Moeller Family Trust a trust established under the laws of the State of Utah (the “Shareholder”).
SECURITY AGREEMENTSecurity Agreement • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • Nevada
This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated and effective as of August 7, 2017 made by Desert Hawk Gold Corp., a Nevada corporation (“Debtor”), in favor of Ibearhouse, LLC and West C Street, LLC (the “Secured Parties”).
This Agency Agreement is entered into and effective as of 29th of March 2018, between Desert Hawk Gold Corp (hereinafter referred to as “DH”) And H&H Metals Corp.• Suite 1902, New York NY, 10022 USA (hereinafter referred to as “H&H”) For the services...Agency Agreement • March 13th, 2019 • Desert Hawk Gold Corp. • Gold and silver ores • New York
Whereas, DH is a natural resources company with activity in mining and marketing of metals and minerals, and precious metals; and
REGISTRATION RIGHTS AGREEMENT dated as of May 3, 2011 by and between DESERT HAWK GOLD CORP. and DMRJ GROUP I, LLCRegistration Rights Agreement • May 9th, 2011 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 3, 2011 (this “Agreement”), is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Corporation”), and DMRJ Group I, LLC, a Delaware limited liability company (the “Investor”).
FOURTEENTH AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • June 29th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Fourteenth Amendment to Investment Agreement (“Amendment”) is made effective as of the 22nd day of December, 2016 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I, LLC, a Delaware limited liability company (“DMRJ”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • March 13th, 2019 • Desert Hawk Gold Corp. • Gold and silver ores • New York
THIS TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”), entered into effective January 16, 2019, is by and between Desert Hawk Gold Corp., a Nevada corporation (“DH”), and H&H Metals Corp., a New York corporation (“H&H”).
ADDENDUM TO TENTH AMENDMENT TO INVESTOR AGREEMENTInvestment Agreement • January 22nd, 2015 • Desert Hawk Gold Corp. • Gold and silver ores
This Addendum to the Tenth Amendment to Investment Agreement (this “Addendum”) is made as of this 16th day of January, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
SECOND AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • March 3rd, 2011 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Second Amendment to Investment Agreement (“Amendment”) is made as of the 25th day of February, 2011 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
AMENDMENT TO AMENDED AND RESTATED 15% CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores
This Amendment to the Amended and Restated 15% Convertible Promissory Note (this “Amendment”), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), on the one hand, and West C Street, LLC (the “Holder”), on the other hand. The Company and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Amended and Restated 15% Convertible Promissory Note dated July 14, 2010, as amended, issued by the Company to the Holder (the “Note”), attached hereto as Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • September 30th, 2010 • Desert Hawk Gold Corp. • Utah
This Consulting Agreement (the “Agreement”), dated this 28th day of December 2009, (the “Effective Date”) is by and between Stuart Havenstrite (hereinafter referred to as the “Service Provider”), and Desert Hawk Gold Corp., a Nevada corporation (hereinafter referred to as the “Company”).
AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE10% Senior Secured Convertible Promissory Note • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores
This Amendment No. 1 to the 10% Senior Secured Convertible Promissory Note (this “Amendment”), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Borrower”), on the one hand, and Ibearhouse, LLC (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 10% Senior Secured Convertible Promissory Note dated August 7, 2017 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
SHARE CONVERSION AGREEMENTShare Conversion Agreement • April 16th, 2013 • Desert Hawk Gold Corp. • Gold and silver ores • Utah
THIS SHARE CONVERSION AGREEMENT (the “Agreement”) dated as of September 11, 2012, is by, between, and among Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and each purchaser executing this Agreement as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
Stock Purchase AgreementStock Purchase Agreement • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • Utah
This Stock Purchase Agreement (the “Agreement”), entered into effective the 28th day of February 2018, is by, between, and among Ibearhouse, LLC and West C Street, LLC (each, a “Buyer” and, together, the “Buyers”) and Desert Hawk Gold Corp., a Nevada corporation (the “Seller”). The Buyers and Seller, together, arc referred to as the “Parties.”
AMENDMENT TO PROMISSORY NOTEPromissory Note • January 8th, 2014 • Desert Hawk Gold Corp. • Gold and silver ores
THIS AMENDMENT, dated as of December 31, 2013 (the “Amendment”) to the Promissory Note referred to below is entered into between Desert Hawk Gold Corp., a Nevada corporation, (the “Company”) and West C Street LLC (the “Note Holder”).
TERMINATION OF CONSULTING AGREEMENTTermination of Consulting Agreement • April 14th, 2014 • Desert Hawk Gold Corp. • Gold and silver ores • Nevada
This Termination of Consulting Agreement (“Agreement”) is entered into as of June 18, 2013 (the “Effective Date”) by Desert Hawk Gold Corp. (the “Company”) and Eric L. Moe (“Consultant”). The Company and the Consultant are each a “Party” and collective the “Parties” as designated in this Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • April 16th, 2013 • Desert Hawk Gold Corp. • Gold and silver ores • New York
This Forbearance Agreement (“Forbearance Agreement”) is made as of the 29th day of June, 2012 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).
RENTAL AGREEMENTRental Agreement • November 12th, 2010 • Desert Hawk Gold Corp. • Gold and silver ores
THIS RENTAL AGREEMENT (the “Agreement”), effective October 1, 2009 (the “Effective Date”), is by and between Desert Hawk Gold Corp., a Nevada corporation (“Tenant”), and RMH Overhead, LLC, a Nevada limited liability company (“Landlord”).
AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE10% Senior Secured Convertible Promissory Note • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores
This Amendment No. 1 to the 10% Senior Secured Convertible Promissory Note (this “Amendment”), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Borrower”), on the one hand, and West C Street, LLC (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 10% Senior Secured Convertible Promissory Note dated August 7, 2017 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
Desert Hawk Gold Corp.Option Agreement • July 30th, 2019 • Desert Hawk Gold Corp. • Gold and silver ores
AMENDMENT No. 1 TO Employment AGREEMENTEmployment Agreement • July 22nd, 2019 • Desert Hawk Gold Corp. • Gold and silver ores
THIS AMENDMENT, effective May 1, 2019, (this “Amendment”) to the Employment Agreement dated September 1, 2010, (the “Employment Agreement”) is entered into by and between Desert Hawk Gold Corp., a Nevada corporation, (the “Company”) and Rick Havenstrite, an individual (the “Employee”)
AMENDMENT NO. 1 TO 10% SECURED CONVERTIBLE PROMISSORY NOTE10% Secured Convertible Promissory Note • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores
This Amendment No. I to the 10% Secured Convertible Promissory Note (this “Amendment”), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the “Borrower”), on the one hand, and West C Street, LLC (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 10% Secured Convertible Promissory Note dated October 14, 2016 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
AMENDMENT AND WAIVER TO THE INVESTMENT AGREEMENTInvestment Agreement • November 12th, 2010 • Desert Hawk Gold Corp. • Gold and silver ores
THIS AMENDMENT AND WAIVER, dated as of November 8, 2010 (this “Amendment”) to the Investment Agreement referred to below is entered into by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I, LLC, a Delaware limited liability company (the “Investor”).
SUBORDINATION AGREEMENTSubordination Agreement • October 26th, 2018 • Desert Hawk Gold Corp. • Gold and silver ores • Nevada
THIS SUBORDINATION AGREEMENT (the “Agreement”) is entered into as of the 7th day of August, 2017, by and among PLATINUM PARTNERS CREDIT OPPORTUNITIES MASTER FUND, LP, a Delaware limited partnership (“Platinum”), DESERT HAWK GOLD, CORP., a Nevada corporation (“Borrower”), and each of IBEARHOUSE, LLC and WEST C STREET, LLC (separately “Ibearhouse” and “West C Street”, respectively, each a “Holder” and, together the “Holders”).
INVESTMENT AGREEMENT dated as of July 14, 2010 between DESERT HAWK GOLD CORP. and DMRJ GROUP I, LLC, as InvestorInvestment Agreement • September 30th, 2010 • Desert Hawk Gold Corp. • New York
INVESTMENT AGREEMENT, dated as of July 14, 2010, between DESERT HAWK GOLD CORP., a Nevada corporation (the “Company”), and DMRJ GROUP I, LLC, a Delaware limited liability company (the “Investor”).
