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1.
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Section 2 of the Original Agreement shall be amended and restated as follows:
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2.
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All other terms and provisions of the Original Agreement in direct conflict with the amendments specifically set forth herein are hereby amended to conform to these amendments; and except for these amendments, all other terms and conditions of the Original Agreement shall remain unamended hereby and in full force and effect.
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3.
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This Amendment, together with the Original Agreement, embodies the entire agreement and understanding between Pershing and Amicor relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
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4.
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If any provision of this Amendment, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Amendment, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
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5.
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This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Amendment shall be legal and binding on all parties hereto.
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PERSHING GOLD CORPORATION
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AMERICAN STRATEGIC MINERALS CORPORATION
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/s/ Stephen Alfers
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/s/ George Glasier
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By: Stephen Alfers
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By: George Glasier
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Title: President and Chief Executive Officer
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Title: President and Chief Executive Officer
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