Exhibit 4.3
August 20, 2014
Magna Equities II, LLC
c/o Magna Management, LLC
0 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx
Re: Common Stock Purchase Agreement dated as of February 18, 2014
Dear Marc:
I am writing in reference to the Common Stock Purchase Agreement dated as
of February 18, 2014 (the "Agreement") between Tungsten Corp., a Nevada
corporation (the "Tungsten"), and Magna Equities II, LLC (Formerly known as
"Hanover Holdings I, LLC"), a New York limited liability company ("Magna").
Pursuant to Sections 8.1 and 8.3 of the Agreement, I am hereby providing Magna
with written notice of Tungsten`s election to terminate the Agreement, effective
as of August 20, 2014 (the "Termination Date"). As Tungsten and Magna have
deemed it in the best interest of both parties to terminate this Agreement, upon
signing below the respective party agrees to terminate the Agreement and that
all terms and conditions of the Agreement shall be deemed fully satisfied and
neither party shall have any further obligations to the counter party, with the
exception of those terms and conditions noted in Section 8.3. of the Agreement,
that the Company acknowledges, do not terminate.
For the avoidance of any doubt and as per Section 8.3. of the Agreement
referenced above, the Registration Rights Agreement dated February 18, 2014
between Tungsten Corp. and Magna Equities II, LLC shall NOT be terminated upon
execution of this agreement.
Capitalized terms used in this letter and not defined herein shall have the
respective meanings assigned to such terms in the Agreement.
On behalf of Tungsten Corp., I would like to thank Magna for its support of
Tungsten during the term of the Agreement.
Very truly yours,
TUNGSTEN CORP.
By:
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Name: Xxx Xxxxxx
Title: Chief Executive Officer
Acknowledged and Agreed
MAGNA EQUITIES II, LLC,
By:
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Name:
Title:
