Desert Hawk Gold Corp. Sample Contracts

Desert Hawk Gold Corp. – LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS, AS EXTRACTED COLLATERAL AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING (July 30th, 2019)

THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING SECURES OBLIGATIONS AS SUCH TERM IS DEFINED BELOW.

Desert Hawk Gold Corp. – PRE-PAID FORWARD GOLD PURCHASE AGREEMENT (July 30th, 2019)

This PRE-PAID FORWARD GOLD PURCHASE AGREEMENT (this “Agreement”) dated March 7, 2019 is made among Desert Hawk Gold Corp. (the “Seller”), a Nevada corporation, and each Person that may from time to time become a guarantor (collectively, the “Guarantors,” and each, a “Guarantor,” and the Guarantors, together with the Seller, the “Obligors” of the Obligations (as defined below)), and PDK Utah Holdings LP (the “Buyer”), a limited partnership organized under the laws of the province of Ontario. Each of the Buyer, the Seller and the Guarantors shall be considered a “Party,” and together, the “Parties.”

Desert Hawk Gold Corp. – Desert Hawk Gold Corp. (July 30th, 2019)
Desert Hawk Gold Corp. – REGISTRATION RIGHTS AGREEMENT (July 30th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into the 7th day of February 2019, by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and Clifton Mining Company, a Utah corporation (the “Shareholder”), each, a “Party” and collectively, the “Parties”.

Desert Hawk Gold Corp. – SECOND AMENDED AND RESTATED LEASE AGREEMENT (July 30th, 2019)

This Second Amended and Restated Lease Agreement (this “Agreement”), dated February 7, 2019, is by and among Clifton Mining Company, a Utah corporation (“Clifton”), The Woodman Mining Company, a Utah corporation (“Woodman,” and together with Clifton, the “Lessors”), and Desert Hawk Gold Corp., a Nevada corporation (“Desert Hawk”) (each of Clifton, Woodman and Desert Hawk, individually a “Party” and collectively, the “Parties”).

Desert Hawk Gold Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (July 30th, 2019)

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

Desert Hawk Gold Corp. – Clifton Mining Company 705 East 50 South (July 30th, 2019)

Thank you for letting me know that Desert Hawk Gold Corp. (“DHGC”) entered into an agreement, dated March 26, 2019, with Ben Julian, LLC (“Seller”) to purchase 63 patented mining claims in the Clifton Mining District and one patented mining claim in the Dugway Mining District, in Tooele County, Utah (the “Subject Claims”), for a purchase price of $500,000, with a closing deadline of June 15, 2019 (the “Simpson Agreement”).

Desert Hawk Gold Corp. – AMENDMENT No. 1 TO Employment AGREEMENT (July 22nd, 2019)

THIS AMENDMENT, effective May 1, 2019, (this “Amendment”) to the Employment Agreement dated September 1, 2010, (the “Employment Agreement”) is entered into by and between Desert Hawk Gold Corp., a Nevada corporation, (the “Company”) and Rick Havenstrite, an individual (the “Employee”)

Desert Hawk Gold Corp. – TERMINATION AND SETTLEMENT AGREEMENT (March 13th, 2019)

THIS TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”), entered into effective January 16, 2019, is by and between Desert Hawk Gold Corp., a Nevada corporation (“DH”), and H&H Metals Corp., a New York corporation (“H&H”).

Desert Hawk Gold Corp. – H & H Metals Corp. 509 Madison Ave. New York, N.Y. 10022 Tel. (212) 759 9400 (March 13th, 2019)

Whereas, DH is a natural resources company with activity in mining and marketing of metals and minerals, and precious metals; and

Desert Hawk Gold Corp. – H & H Metals Corp. 509 Madison Ave. New York, N.Y. 10022 Tel. (212) 759 9400 (October 26th, 2018)

Whereas, DH is a natural resources company with activity in mining and marketing of metals and minerals, and precious metals; and

Desert Hawk Gold Corp. – SECURITY AGREEMENT (October 26th, 2018)

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”).

Desert Hawk Gold Corp. – Contract (October 26th, 2018)

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.

Desert Hawk Gold Corp. – SUBORDINATION AGREEMENT (October 26th, 2018)

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”).

Desert Hawk Gold Corp. – Stock Purchase Agreement (October 26th, 2018)

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.”

Desert Hawk Gold Corp. – Desert Hawk Gold Corp. 2018 STOCK INCENTIVE PLAN (October 26th, 2018)

THE 2018 STOCK INCENTIVE PLAN (the “Plan”) of Desert Hawk Gold Corp., a Nevada corporation, is hereby adopted by its Board of Directors effective as of March 28, 2018 (the “Effective Date”).

Desert Hawk Gold Corp. – AMENDMENT TO AMENDED AND RESTATED 15% CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – NOTE PURCHASE AGREEMENT (October 26th, 2018)

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).

Desert Hawk Gold Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (October 26th, 2018)

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

Desert Hawk Gold Corp. – AMENDMENT TO AMENDED AND RESTATED 15% CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – AMENDMENT NO. 1 TO 10% SECURED CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – AMENDMENT NO. 1 TO 10% SECURED CONVERTIBLE PROMISSORY NOTE (October 26th, 2018)

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.

Desert Hawk Gold Corp. – Contract (October 26th, 2018)

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.

Desert Hawk Gold Corp. – FOURTEENTH AMENDMENT TO INVESTMENT AGREEMENT (June 29th, 2018)

This Fourteenth Amendment to Investment Agreement (“Amendment”) is made effective as of the 22nd day of December, 2016 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I, LLC, a Delaware limited liability company (“DMRJ”).

Desert Hawk Gold Corp. – Contract (June 29th, 2018)

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.

Desert Hawk Gold Corp. – Contract (June 29th, 2018)

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.

Desert Hawk Gold Corp. – Contract (June 29th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

Desert Hawk Gold Corp. – EQUIPMENT LEASE AGREEMENT (June 29th, 2018)
Desert Hawk Gold Corp. – SECURITY AGREEMENT (June 29th, 2018)

This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated and effective as of October 14, 2016 made by Desert Hawk Gold Corp., a Nevada corporation (“Debtor”), in favor of Ibearhouse, LLC and West C Street, LLC (the “Secured Parties”).

Desert Hawk Gold Corp. – NOTE PURCHASE AGREEMENT (June 29th, 2018)

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of October 14, 2016 (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).

Desert Hawk Gold Corp. – AMENDMENT NO. 1 TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF DESERT HAWK GOLD CORP. Pursuant to Section 78.1955 of the Nevada Revised Statutes (September 16th, 2015)
Desert Hawk Gold Corp. – THIRTEENTH AMENDMENT TO INVESTMENT AGREEMENT (September 16th, 2015)

This Thirteenth Amendment to Investment Agreement (“Amendment”) is made effective as of the 31st day of August, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).

Desert Hawk Gold Corp. – TWELFTH AMENDMENT TO INVESTMENT AGREEMENT (June 11th, 2015)

This Twelfth Amendment to Investment Agreement (“Amendment”) is made as of the 5th day of June, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).