LIMITED LIABILITY COMPANY AGREEMENT OF INV-MID, LLC as of November 21, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
The Company and certain other investors have each entered into a share purchase agreement dated as of November 21, 2012 (together with all exhibits, the “SPA”) with Midway Gold Corp. (“Midway”), as issuer, pursuant to which the Company and the other investors have each agreed to acquire Series A Preferred Shares (as defined in the SPA) in the capital of Midway. Such Series A Preferred Shares to be held by the Company along with all other instruments, rights and securities of Midway (if any) that may be acquired by the Company pursuant to the SPA and any ancillary agreements entered into in connection therewith from time to time, are referred to herein collectively as the “Securities”.
LIMITED LIABILITY COMPANY AGREEMENT OF HCP-MID, LLCLimited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of HCP-MID, LLC a Delaware limited liability company (the “Company”), dated as of November 21, 2012 is entered into by and among Hale Fund Partners, LLC (the “Managing Member”) and any person hereafter admitted to the Company pursuant hereto (collectively with the Managing Member, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF EREF-MID II, LLC as of November 21, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF EREF-MID, LLC as of June 29, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
