JOINT FILING AGREEMENT
EXHIBIT
5
THIS
JOINT FILING AGREEMENT (this “Agreement”) is dated as of May 17, 2010, by and
among GJD Holdings, LLC, a California limited liability company, GJDaou &
Company, LLC, a Delaware limited liability company and Xxxxxxx X.
Xxxx.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one Schedule 13D Statement (“Statement”) need to be filed whenever
two or more persons are required to file a Statement pursuant to Section 13(d)
of the Act with respect to the same securities, provided that said persons agree
in writing that such statement if filed on behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein
contained, the parties hereto agree as follows:
Each of
GJD Holdings, LLC, GJDaou & Company, LLC and Xxxxxxx Xxxx hereby agree, in
accordance with Rule 13d-1(k) under the Act of file one Statement (and one of
any future Statements) relating to their ownership of the Common Stock, par
value $.01 per share, of XXXXXX MINERALS & MINING CORP., a Nevada
corporation, and does hereby further agree that said Statement(s) be filed on
behalf of each of GJD Holdings, LLC, GJDaou & Company, LLC and Xxxxxxx
Xxxx. Nothing herein shall be deemed to be an admission that the
parties hereto, or any of them, are members of a “group” within the meaning of
Section 13(d) of the Act and the rules promulgated thereunder) with respect to
any securities of XXXXXX MINERALS & MINING CORP.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
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By:
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/s/ Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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GJD
Holdings, LLC
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By:
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/s/ Xxxxxxx Xxxx
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Xxxxxxx
Xxxx, Manager
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GJDaou
& Company, LLC
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By:
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/s/ Xxxxxxx Xxxx
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Xxxxxxx
Xxxx,
Manager
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