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).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 26th, 2018 • 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
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”).
H & H Metals Corp. 509 Madison Ave. New York, N.Y. 10022 Tel. (212) 759 9400Agency Agreement • October 26th, 2018 • 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
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.
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.
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 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.
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.
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”).
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. 1 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 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% Secured Convertible Promissory Note dated October 14, 2016 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
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 Ibearhouse, 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.
