AMENDED SETTLEMENT AGREEMENT AND RELEASE
Exhibit
10.47
This
Amended Settlement Agreement and Mutual Release (the “Amendment”) is effective
as of the latest date executed below, and is by and between Plaintiff, XXXXXX X.
XXXXX, an individual, Xxxxx X. Xxxx Successor Trustee ESTATE OF XXXXXXXX
XXXXXX-XXXXX on behalf of the ESTATE OF XXXXXXXX XXXXXX-XXXXX (“ESTATE OF
XXXXXXXX XXXXXX-XXXXX”) (XXXXXX X. XXXXX and the ESTATE OF XXXXXXXX XXXXXX-XXXXX
may collectively be referenced as the “CRAIGS”), and Defendant, GOLDEN PHOENIX
MINERALS, INC. (hereinafter “GOLDEN PHOENIX”) (all parties to this Amendment
shall collectively be referenced as the “Parties”).
PRELIMINARY
STATEMENTS
On August
30, 2006, XXXXXX X. XXXXX filed a Complaint in Washoe County as Case No. CV06
02103, against GOLDEN PHOENIX, stating claims for “Specific Performance of Stock
Option Agreements, Money Lent Against Defendant Golden Phoenix Minerals, Inc.,
and Interest Accrued On Money Due and Owing To Plaintiff And Against GOLDEN
PHOENIX.”
A dispute
arose among the Parties regarding GOLDEN PHOENIX’s payment of deferred or “back”
salaries, and interest thereon, related stock options in the amount of 984,300
shares of stock at 15 cents per share, which were granted by GOLDEN PHOENIX to
XXXXXX X. XXXXX during May of 2000, for reimbursement of business expenses, and
interest thereon, and the exercise of additional options in the amount of
340,000 shares of stock at 37 cents per share and options for 250,000 shares of
stock at 15 cents per share issued in September of 2003 and February of 2005,
respectively (hereinafter “Lawsuit”).
XXXXXXXX
XXXXXX-XXXXX was named in the Third-Party Complaint filed by GOLDEN PHOENIX
which sought a declaration of rights regarding the payments of the deferred
“back” salaries, business expenses, and interest thereon, and the options
subject to the Lawsuit. XXXXXX X. XXXXX and XXXXXXXX XXXXXX-XXXXX were married
during the time XXXXXX X. XXXXX was employed by GOLDEN PHOENIX. The marriage was
terminated after any rights subject of the Lawsuit had accrued. On October 18,
2005, GOLDEN PHOENIX agreed to comply with court orders for equal dispersement
of assets owed to XXXXXX X. XXXXX and to provide XXXXXX X. XXXXX with one half
of the values owed to him and XXXXXXXX XXXXXX-XXXXX to be provided the balance
of the funds. XXXXXXXX XXXXXX-XXXXX since became deceased on December
3, 2006.
During
September 2007, the Parties agreed to settle and resolve the Lawsuit, and any
and all other actual or potential claims that may or could have been brought
between them (whether permissive or compulsory) (“Claims”), without the
necessity for further litigation and expense by settling the Lawsuit and the
Claims, whether known or unknown regardless of whether such claims were asserted
in the Lawsuit, between them.
Page 1 of
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The
Parties executed a Settlement Agreement and Release (“Agreement”) during
September 2007, whereby GOLDEN PHOENIX agreed to retire the balance of “back
salaries,” not including interest, to the CRAIGS, as against the fifteen (15)
cents per share exercise price of the 984,300 shares subject to the options
granted by GOLDEN PHOENIX to XXXXXX X. XXXXX in May 2000. GOLDEN PHOENIX would
then seek to arrange a purchase of the entirety of these shares, 393,720 of
which were registered and unrestricted and 590,580 of which were unregistered
and restricted, by Third Party purchasers at a 20% discount. The CRAIGS agreed
to pay all tax liability arising from the payment of the back salaries and the
exercise of the options. The CRAIGS additionally agreed to pay amounts in excess
of the back salaries required to fully fund the exercise cost of the 984,300
options at fifteen (15) cents per share, to dismiss the Lawsuit with prejudice
and to release all Claims.
Further
Settlement discussions took place between the Parties during the period of time
GOLDEN PHOENIX sought to arrange a purchase of the identified shares by Third
Parties and the Parties by this writing have agreed to amend the Settlement
whereby GOLDEN PHOENIX will no longer seek to arrange a purchase of the option
shares by Third Parties but instead will act to register the 590,580
unregistered and restricted shares and the CRAIGS will themselves exercise the
entirety of the 984,300 options at fifteen (15) cents per share, paying tax and
exercise amounts, as set forth more fully below.
AGREEMENT
In
consideration of the foregoing, the agreements, mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
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1.
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Incorporation of
Recitals. Each of the preliminary statements is deemed
to be true and correct, and the same are hereby incorporated by reference
as if fully stated herein.
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Paragraph
2 of the Agreement entitled “Consideration” is hereby deleted in its entirety
and amended by the following language:
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2.
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Consideration. As
consideration for this Agreement as amended herein and XXXXXX X. XXXXX’x
dismissal of the Lawsuit with prejudice, and the relinquishment of the
Claims by both XXXXXX X. XXXXX and the authorized representative on behalf
of the ESTATE OF XXXXXXXX XXXXXX-XXXXX, the Parties have agreed as
follows:
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a.
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GOLDEN
PHOENIX will retire the balance of the “back salaries,” not including
interest, which the Parties agree total $129,586.55, to the CRAIGS
(one-half (1/2) of the back salaries or $64,793.28 on behalf of XXXXXX X.
XXXXX and, one-half (1/2) of the back salaries or $64,793.27 on behalf of
the ESTATE OF XXXXXXXX XXXXXX-XXXXX) as against the fifteen (15) cents per
share exercise price of the 984,300 options granted by GOLDEN PHOENIX to
XXXXXX X. XXXXX during May of 2000.
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Page 2 of
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b.
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GOLDEN
PHOENIX represents that it has filed a registration statement with the SEC
to register the 590,580 unregistered and restricted shares subject to the
options described herein, so that these shares may be unrestricted and
free-trading. The registration of these shares are subject to review by
the SEC and GOLDEN PHOENIX makes no representations or guarantees
regarding the timing of said registration. GOLDEN PHOENIX will continue to
act in good faith to register these shares, including through any review
the SEC may require, however, the Agreement as amended herein is not
conditioned upon the registration of these shares. The CRAIGS acknowledge
and understand that the registration with the SEC of the 590,580 shares
described herein is pending and that these shares may be unregistered and
restricted at the time of the execution of this Amendment and the issuance
of Stock Certificates as set forth in paragraph 2.g. The CRAIGS further
acknowledge and understand that in the event the Stock Certificates for
the 590,580 shares are issued with restrictions, it is their sole
responsibility after these shares are registered, to obtain Stock
Certificates without restrictions, if they deem that such action is
necessary. In the event the 590,580 shares are registered prior to the
submission for and issuance of Stock Certificates, as set forth in
paragraph 2.g., GOLDEN PHOENIX will provide instructions to its transfer
agent that the Stock Certificates for these 590,580 shares be issued
without restriction.
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c.
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The
CRAIGS will pay all amounts in excess of the back salaries, necessary to
fully exercise the 984,300 options at fifteen (15) cents per share at a
total exercise cost of $147,645.00, plus the Employee portion of the
applicable Payroll taxes attributable to XXXXXX X. XXXXX for his one-half
(1/2) share of the back salaries and his taxable gain for the exercise of
his one-half (1/2) share of the options or 492,150 options. GOLDEN PHOENIX
will pay the Employer portion of the applicable Payroll taxes. For the
purposes of this settlement: the Employee portion of the applicable
Payroll taxes include, Federal Withholding, and the Employee’s one-half
(1/2) share of the Social Security and Medicare taxes; the Employer
portion of the applicable Payroll taxes include, the Employer’s one-half
(1/2) share of the Social Security and Medicare taxes, Federal
Unemployment Insurance, Nevada State Unemployment Insurance, and Nevada
Modified Business Tax.
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d.
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Calculations
of taxes and payments pursuant to this settlement, including example
calculations at 3 different potential closing price values for the taxes
that are due from XXXXXX X. XXXXX for the gain realized by the exercise of
the options, are attached as Exhibit “A” to this Amendment. The parties
acknowledge and agree that the portion of the taxes due from XXXXXX X.
XXXXX arising from the exercise of the options are dependent upon the
closing market price of the shares on the date the form entitled “Request
to Exercise Options” is executed by the XXXXXX X. XXXXX, as set forth in
paragraphs 2.e.
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e.
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XXXXXX
X. XXXXX will execute this Amendment simultaneously with the form
entitled, “Request to Exercise Options,” attached hereto as Exhibit “B,”
for the 492,150 options for GOLDEN PHOENIX common stock at 15 cents per
share, which are subject to this Agreement as amended herein. The fair
market value utilized for calculating the Payroll taxes due for the gain
realized by the exercise of the options shall be determined by the closing
price of GOLDEN PHOENIX common stock shares as reported on the “OTC
Bulletin Board” on the date the “Request to Exercise Options” is executed
by XXXXXX X. XXXXX. Taxable gain realized by the exercise of
the options is the difference between the exercise price and the fair
market value of the GOLDEN PHOENIX common stock shares as determined
herein.
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Page 3 of
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f.
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Xxxxx
X. Xxxx, as the Successor Trustee for the ESTATE OF XXXXXXXX XXXXXX-XXXXX,
will, on behalf of the ESTATE OF XXXXXXXX XXXXXX-XXXXX execute this
Amendment simultaneously with the form entitled, “Request to Exercise
Options,” attached hereto as Exhibit “C,” for the 492,150 options for
GOLDEN PHOENIX common stock at 15 cents per share, which are subject to
this Agreement as amended herein. The fair market value utilized for
calculating the taxes due for the gain realized by the exercise of the
options shall be determined by the closing price of GOLDEN PHOENIX common
stock shares as reported on the “OTC Bulletin Board” on the date the
“Request to Exercise Options” is executed by Xxxxx X. Xxxx, as the
Successor Trustee for the ESTATE OF XXXXXXXX XXXXXX-XXXXX, will, on behalf
of the ESTATE OF XXXXXXXX XXXXXX-XXXXX. GOLDEN PHOENIX will issue IRS
forms 1099 to the ESTATE OF XXXXXXXX XXXXXX-XXXXX reporting the payment of
its one-half (1/2) share of back salaries and additionally for the gain
realized by the exercise of the options as herein determined. Taxable gain
realized by the exercise of the options is the difference between the
exercise price and the fair market value of the GOLDEN PHOENIX common
stock shares as determined herein.
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x.
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XXXXXX
PHOENIX will submit instructions to its transfer agent to issue separate
Stock Certificates in directly proportionate amounts of the 984,300
restricted and unrestricted shares, as identified herein, in the name of
(1) XXXXXX X. XXXXX and (2) Xxxxx X. Xxxx Successor Trustee Xxxxxxxx
Xxxxxx-Xxxxx Trust on behalf of the ESTATE OF XXXXXXXX XXXXXX-XXXXX, upon
receipt of this Amendment and both of the individual “Requests to Exercise
Options” executed by the CRAIGS, and all bank-cleared payments by the
CRAIGS as set forth in paragraph 2.c., specifically as follows: $18,058.45
for exercise costs in excess of the back salaries, before taxes;
$17,915.34 for the Employee portion of the Payroll taxes and federal
withholding for the back salaries payments made to XXXXXX X. XXXXX; and
the Payroll taxes and federal withholding attributable to XXXXXX X. XXXXX
for the gain realized by the exercise of the options as herein determined
and described in paragraph 2.e. Formulae for the calculation of this
amount are provided in Exhibit “A” and described in paragraph 2.d. The
parties shall confirm the amount of the Employee portion of the Payroll
taxes and federal withholding for the gain realized by the exercise of the
options, as herein set forth, prior to payment of this amount to GOLDEN
PHOENIX and prior to submission for Stock Certificates as identified
above.
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h.
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GOLDEN
PHOENIX’s transfer agent shall be instructed to mail the Stock
Certificates, issued pursuant to the Agreement as amended herein, in the
names of XXXXXX X. XXXXX and Xxxxx X. Xxxx Successor Trustee Xxxxxxxx
Xxxxxx-Xxxxx Trust on behalf of the ESTATE OF XXXXXXXX XXXXXX-XXXXX to the
attention of Xxxxxx X. Xxxxx and Xxxx X. Xxxxxx of the Offices of
Bullivant Xxxxxx Xxxxxx PC located at 0000 X Xxxxxx, Xxxxx 0000,
Xxxxxxxxxx, Xxxxxxxxxx, 00000 for review and confirmation. Stock
Certificates compliant with this Agreement as amended herein will then be
forwarded to the attention of Xxxxx X. Xxxx of the Law Offices of Xxxxx X.
Xxxx at 0000 X. Xxxxxxx Xxxx #000, Xxx Xxxxx, XX 00000. The CRAIGS
acknowledge that they have reached a separate agreement with Xx. Xxxx
wherein they will transfer to him for his services a number of the shares
they are receiving by this settlement, equivalent in value to $30,000 US.
The fair market value of the shares shall be determined consistent with
paragraphs 2.e. and 2.f. as the closing price of shares of GOLDEN PHOENIX
common stock on the date the Requests for Exercise of Options are
executed. After the CRAIGS transfer said shares to Xx. Xxxx, he will
disburse the remaining shares and Stock Certificates between and among the
CRAIGS. Neither GOLDEN PHOENIX nor its employees, representatives and/or
agents shall be responsible for the computation of the number of shares
required pursuant to the agreement between the CRAIGS and Xx. Xxxx to
reimburse Xx. Xxxx for his services or for the disbursement of any of the
proceeds of this Agreement as amended herein after submitting Stock
Certificates consistent with this Agreement as amended herein to Federal
Express (“FedEx”) for delivery to Xx. Xxxx as referenced
above.
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Page 4 of
10
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i.
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GOLDEN
PHOENIX and the CRAIGS agree that all scheduled payments of the “back
salaries” were correctly suspended upon the execution of this Agreement up
to an through the execution of this Amendment at which time they will be
fully and completely terminated. The Parties further confirm that GOLDEN
PHOENIX had no obligation upon execution of the Agreement to make payments
that had been deducted from the scheduled payments on behalf of XXXXXX X.
XXXXX for insurance premiums. All responsibility for continuing any such
insurance shall remain XXXXXX X. XXXXX’x sole responsibility and he will
not hold GOLDEN PHOENIX responsible for the cancellation of any such
insurance.
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3.
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Release and Satisfaction of
the Claims. XXXXXX X. XXXXX shall file a dismissal with prejudice
of the Complaint and GOLDEN PHOENIX will dismiss its Third-Party
Complaint. In exchange for the payments from escrow and conditions made
under Paragraph 2 above, the Parties, and each of them, for and on behalf
of themselves, their heirs, executors, administrators, successors,
predecessors, assigns, insurers, parents, attorneys, parent corporations,
subsidiaries, related entities, trustees, partners, shareholders,
officers, directors, agents, employees, and third party administrators,
hereby release and discharge each and every party to this Agreement as
amended herein, including their respective heirs, executors,
administrators, successors, predecessors, assigns, insurers, parents
attorneys, parent corporations, subsidiaries, related entities, trustees,
partners, shareholders, officers, directors, agents, employees, and third
party administrators, from any and all claims, demands, causes of action,
obligations, damages, and liabilities of any kind and nature whatsoever,
whether in law or in equity, which either party ever had, now has, or may
in the future have in any way connected with the matters, Lawsuit and
Claims described in the Agreement and this Amendment, including without
limitation, any and all claims for options, back salaries, business
expenses and interest.
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The
Parties, and each of them, acknowledge that there is a risk that, prior to the
execution of this Amendment, they may have incurred, suffered, or sustained
injury, loss, damage, costs, attorneys’ fees, or expenses, which are in some way
caused by and/or connected with the persons, entities, the matters referred to
in the Agreement and this Amendment, and which are unknown or unanticipated at
the time that this Amendment is signed, or which are not presently capable of
being ascertained. The Parties, and each of them, further acknowledge
that there is a risk that such damages as are known may become more serious than
they now expect or anticipate. Nevertheless, the Parties, and each of
them, acknowledge that this Agreement as amended
herein has been negotiated and agreed upon in light of those risks and
hereby expressly waive all rights they may have in any such unknown claims and
assumes the risk that the facts and law pertaining to this dispute may change or
be different than is now known. The provisions of this paragraph
extend to all claims actually made or which could have been made in the above
legal proceedings and all claims, whether or not known, claimed or suspected,
and whether currently existing or arising in the future, by and between the
parties hereto.
Page 5 of
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The
Parties, and each of them, acknowledge that they are aware that they may
hereafter discover facts in addition to, or different from, those which they now
know or believe to be true, but the Parties, and each of them, intend hereby
fully and finally and forever to settle and to release any and all matters,
disputes, and differences, known or unknown, suspected or unsuspected, which do
now exist, may exist, have existed, or may exist in the future which arise out
of, directly or indirectly, or are in any way connected with the matters
described in the Agreement and this Amendment and regardless of whether such claims
were asserted in the Lawsuit. In furtherance of this
intention, the releases herein shall be and remain in effect as full and
complete general releases notwithstanding discovery or existence of any such
additional or different facts.
Paragraph
4 of the Agreement entitled “Tax Liabilities” is hereby deleted in its entirety
and replaced by the following language:
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4.
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Tax
Liabilities. The CRAIGS agree that they are wholly and
solely responsible for the evaluation of any legal or financial
obligations related to the tax liability or implication of this
compromise, the exchange and relinquishment of the Claims, and the
dismissal of the Lawsuit.
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5.
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Warranties. The
Parties warrant that no promises or inducements have been offered except
as set forth herein, that this Amendment is executed without reliance upon
any statements or representations by persons or parties released or their
representatives concerning the nature and extent of the damages and/or
legal liability therefor; that it is binding on the Parties, as well as
their respective companies, organizations, successors, agents, heirs and
assigns. The Parties further warrant that they are legally
competent and authorized to execute this Amendment, and that they accept
full responsibility therefor.
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6.
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Compromise. This
Agreement as amended herein constitutes a full and final compromise and
settlement of any and all disputes between the Parties known or unknown,
including, but not limited to, the Lawsuit and the Claims, which are
disputed and uncertain, and about which the CRAIGS and GOLDEN PHOENIX
make no admissions as to validity or
enforceability.
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7.
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Reliance on Own Judgment and
Legal Consultation. Each of the Parties acknowledges
that it relies wholly upon advice of counsel and its own judgment, belief
and knowledge as to the nature, extent and duration of the issues, claims,
defenses, rights and obligations relating to the Lawsuit, Claims, the
Agreement and this Amendment, and each represents that it has not been
influenced to any extent whatsoever in making this Amendment by any
representations or statements concerning the Lawsuit and Claims or
regarding any other matters made by persons, firms, or corporations who
are hereby released, or by any person or persons representing
them. The Parties acknowledge that they have retained and
consulted their own attorneys in executing this Amendment and the legal
effect thereof.
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Page 6 of
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8.
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Representations. The
CRAIGS and GOLDEN PHOENIX further represent and warrant as
follows:
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a.
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Consents. The
execution and delivery of this Amendment, and the consummation and
performance of the terms and conditions contemplated by this Agreement as
amended herein, do not require any consent, approval or action of, or any
filing with or notice to any person, public authority or entity except as
otherwise stated in this Amendment and the Parties executing this
Amendment are duly authorized to enter into this Agreement as amended
herein.
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b.
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Enforceability. Assuming
due execution and delivery of this Amendment by each Party, this Agreement
as amended herein constitutes the valid and legally binding obligations of
the Parties, enforceable against the Parties in accordance with their
terms.
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c.
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No
Conflicts. Neither the execution, delivery nor
performance of this Agreement as amended herein will conflict in any
respect with, result in a breach of, or constitute a default under, any
court or administrative order or process, judgment, decree, statute, law,
ordinance, rule or regulation or any agreement or commitment to which
parties executing the same are party or are subject or bound, except where
such conflict, breach or default would not have a material adverse effect
on their ability to perform their obligations contemplated
herein.
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d.
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No
Assignment. No claims, third-party claims, or rights of
the Parties purported to have been released herein have been sold,
transferred or assigned and no attempt to do so shall
occur.
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e.
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Disclosure. The
statements of the Parties contained herein are true and correct in all
material respects and do not omit any material fact necessary to make the
statements contained herein not
misleading.
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f.
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Entire Agreement; No
Waiver. The Agreement as amended herein constitutes the
entire agreement between the Parties relating to the subject matter
contained herein. No waiver of any of the provisions of the
Agreement as amended herein shall be deemed a waiver of, nor shall
constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No supplement,
modification or amendment of this Agreement as amended herein shall be
binding unless executed in writing by all the
Parties.
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g.
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Construction. The
terms and conditions of this Agreement as amended herein shall be
construed as a whole according to its fair meaning and not strictly for or
against any party. The Parties acknowledge that each of them
has reviewed this Amendment and has had the opportunity to have it
reviewed by their attorneys and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party
shall not apply in the interpretation of this Agreement, including any
amendments. The Parties further agree that prior drafts of this
Agreement shall not be relevant or considered in connection with the
construction or interpretation of this Agreement as amended herein, or to
vary, modify or contradict any of the terms or provisions of this
Amendment to the Agreement.
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Page 7 of
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h.
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Accord and
Satisfaction. This Agreement as amended herein shall be
considered an accord and satisfaction between the Parties and not a
novation. Should any Party default under the terms of this
Agreement, the non-defaulting Party shall be entitled only to the rights
and remedies set forth herein, and shall not have any right to reinstate
the lawsuit, the Parties expressly acknowledging the compromise of the
disputes in this Agreement as amended
herein.
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i.
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Notices. Any
notice or other communication required or permitted to be delivered to any
party under this Agreement as amended herein shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand,
by registered or certified mail, return receipt requested, by courier or
express delivery service) to the address or facsimile number set forth
beneath the name of such party and its counsel below (or to such other
address as such party shall have specified in a written notice given to
the other parties hereto). In the event of failure of actual
receipt by reason of refusal of acceptance of delivery or change of
address and failure to give notice of such change, notice shall be deemed
received at the time of refusal of acceptance of first attempted
delivery.
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If
sent to XXXXXX X. XXXXX AND/OR THE ESTATE OF XXXXXXXX
XXXXXX-XXXXX:
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XXXXXX
X. XXXXX AND THE ESTATE OF XXXXXXXX XXXXXX-XXXXX
C/o
Xxxxx X. Xxxx
0000
Xxxxx Xxxxxxx Xxxx., #000
Xxx
Xxxxx, XX 00000
Tel: (000)
000-0000
Fax:
(000) 000-0000
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If
sent to GOLDEN PHOENIX:
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GOLDEN
PHOENIX MINERALS, INC.
X/x
Xxxxxx X. Xxxxx, Xxx.
Xxxx
X. Xxxxxx, Esq.
Xxxxxxxxx
Xxxxxx Xxxxxx, P.C.
0000
X. Xxxxxx, Xxx 0000
Xxxxxxxxxx,
XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
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Any Party
may change its address for purposes of this paragraph by giving the other party
written notice of the new address in the manner set forth above.
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j.
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Partial
Invalidity. If any term of this Agreement as amended
herein or the application of any term of this Amendment should be held by
a court of competent jurisdiction to be invalid, void or unenforceable,
all provisions, covenants and conditions of this Agreement as amended
herein, and all of its applications, not held invalid, void or
unenforceable, shall continue in full force and effect and shall not be
affected, impaired or invalidated in any
way.
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Page 8 of
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k.
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Attorneys’
Fees. The parties to this Agreement as amended herein
shall bear their own attorneys’ fees and costs incurred in this
litigation, as well as on the preparation of this Agreement as amended
herein. In the event that any Party commences an action to
enforce or interpret this Agreement, or for any other remedy based on or
arising from this Agreement as amended herein or the Accompanying
Exhibits, the prevailing Party therein shall be entitled to recover its
reasonable and necessary attorneys’ fees and costs
incurred. For the purposes of this provision, the “prevailing party” shall
be that Party which has been successful with regard to the main issue,
even if that Party did not prevail on all
issues.
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l.
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Necessary
Action. Each of the Parties shall do any act or thing
necessary to execute any or all documents or instruments necessary or
proper to effectuate the provisions and intent of this Agreement as
amended herein.
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m.
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Governing Law and
Forum. The laws of the State of Nevada, without giving
effect to choice of law or conflict of law principles, shall govern the
validity, construction, performance and effect of this Agreement as
amended herein. Any lawsuit to interpret or enforce the terms
of this Agreement as amended herein shall be brought in a court of
competent jurisdiction in Washoe County,
Nevada.
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n.
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Counterparts and
Facsimile/copy. This Amendment may be executed in
counterparts, in different locations, and copies, scans or facsimiles of
signatures shall be legally binding as
originals.
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IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound, execute this
Amendment to the Agreement effective as of the last date executed
below.
Page 9 of
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[signature
blocks intentionally on next page]
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GOLDEN
PHOENIX MINERALS, INC.
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XXXXXX
X. XXXXX
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Date:
March 21, 2008
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Date:
March 19, 2008
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By: /s/ Xxxxx X.
Xxxxxxxx
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/s/ Xxxxxx X.
Xxxxx
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Its:
CEO
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ESTATE
OF XXXXXXXX XXXXXX-XXXXX
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Date:
March 19, 2008
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By:
Xxxxx X. Xxxx, Successor Trustee Xxxxxxxx Xxxxxx-Xxxxx
Trust
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By: /s/ Xxxxx X.
Xxxx
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APPROVED
AS TO FORM AND CONTENT
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APPROVED
AS TO FORM AND CONTENT
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BULLIVANT
XXXXXX XXXXXX, PC
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Date:
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Date:
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By: /s/ Xxxxx X.
Xxxx
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By: /s/ Xxxxxx X.
Xxxxx
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Xxxxx
X. Xxxx
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Xxxxxx
X. Xxxxx
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0000
Xxxxx Xxxxxxx Xxxx., #000
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Xxxx
X. Xxxxxx
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Xxx
Xxxxx, XX 00000
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0000
X. Xxxxxx, Xxx 0000
Xxxxxxxxxx,
XX 00000
Attorney
for GOLDEN PHOENIX
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Attorney
for XXXXXX X. XXXXX and the
ESTATE
OF XXXXXXXX XXXXXX-XXXXX
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Page 10 of 10
