More Fairhills/Deer Valley
This Assignment and Assumption Agreement (the “Agreement”), effective as of November 12, 2012 (the “Effective Date”), is by and among FAIRHILLS CAPITAL OFFSHORE LTD., a Cayman Islands exempted company (the “Assignor”), DEER VALLEY MANAGEMENT, LLC, a Delaware limited liability company (the “Assignee”), and LONE STAR GOLD INC., a Nevada corporation (the “Company”).
WHEREAS, Assignor and the Company entered into that certain Investment Agreement, dated as of April 30, 2012, Amendment No. 1 to such Investment Agreement dated June 25, 2012 and Amendment No. 2 to such Investment Agreement dated September 21, 2012 (collectively, the “Investment Agreement”), pursuant to which, among other things, the Assignor committed to purchase up to $15,000,000 worth of common stock of the Company over a period of 36 months; and
WHEREAS, in connection with the Investment Agreement, Assignor and the Company entered into a Registration Rights Agreement, dated as of April 30, 2012 (the “Registration Rights Agreement”), pursuant to which, among other things, the Company is obligated to file a registration statement with the Securities and Exchange Commission to register up to 30,000,000 shares of common stock of the Company underlying the Investment Agreement; and
WHEREAS, in connection with the Investment Agreement, on June 25, 2012, the Company borrowed $50,000 from Assignor evidenced by a secured note (the “Bridge Note”), pursuant to which, among other things, earns interest at the rate of 2% per annum, is due and payable on December 24, 2012, and is secured by 3,750,000 shares of common stock of the Company owned by Daniel M. Ferris, the sole director and officer of the Company (the “Security Holder”); and
WHEREAS, Assignor and Assignee have common ownership and management, and Assignor has determined that it is advisable and in its best interests to transfer and assign all rights and obligations with respect to the Company to Assignee, and Assignee has determined that it is advisable and in its best interests to accept and assume all rights and obligations with respect to the Company held by Assignor.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Investment Agreement, the Registration Rights Agreement, and the Bridge Note.
http://www.sec.gov/Archives/edgar/data/146486...x10-19.htm
This Assignment and Assumption Agreement (the “Agreement”), effective as of November 12, 2012 (the “Effective Date”), is by and among FAIRHILLS CAPITAL OFFSHORE LTD., a Cayman Islands exempted company (the “Assignor”), DEER VALLEY MANAGEMENT, LLC, a Delaware limited liability company (the “Assignee”), and LONE STAR GOLD INC., a Nevada corporation (the “Company”).
WHEREAS, Assignor and the Company entered into that certain Investment Agreement, dated as of April 30, 2012, Amendment No. 1 to such Investment Agreement dated June 25, 2012 and Amendment No. 2 to such Investment Agreement dated September 21, 2012 (collectively, the “Investment Agreement”), pursuant to which, among other things, the Assignor committed to purchase up to $15,000,000 worth of common stock of the Company over a period of 36 months; and
WHEREAS, in connection with the Investment Agreement, Assignor and the Company entered into a Registration Rights Agreement, dated as of April 30, 2012 (the “Registration Rights Agreement”), pursuant to which, among other things, the Company is obligated to file a registration statement with the Securities and Exchange Commission to register up to 30,000,000 shares of common stock of the Company underlying the Investment Agreement; and
WHEREAS, in connection with the Investment Agreement, on June 25, 2012, the Company borrowed $50,000 from Assignor evidenced by a secured note (the “Bridge Note”), pursuant to which, among other things, earns interest at the rate of 2% per annum, is due and payable on December 24, 2012, and is secured by 3,750,000 shares of common stock of the Company owned by Daniel M. Ferris, the sole director and officer of the Company (the “Security Holder”); and
WHEREAS, Assignor and Assignee have common ownership and management, and Assignor has determined that it is advisable and in its best interests to transfer and assign all rights and obligations with respect to the Company to Assignee, and Assignee has determined that it is advisable and in its best interests to accept and assume all rights and obligations with respect to the Company held by Assignor.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Investment Agreement, the Registration Rights Agreement, and the Bridge Note.
http://www.sec.gov/Archives/edgar/data/146486...x10-19.htm
