Exhibit
10.11


 



RESCISSION
AGREEMENT


 


THIS
RESCISSION AGREEMENT (this “Agreement”) is dated as of June 6, 2022


 


BETWEEN:


 


LODE
STAR GOLD, INC., a Nevada corporation having an address at 13529 Skinner Road, Suite N, Cypress, TX 77429


 


(the
“Buyer”)


 


AND:


 


SAPIR
PHARMACEUTICALS, INC., a Delaware corporation having an address at 6 Buttell Avenue, Lakewood, NJ 08701


 


(the
“Seller”)


 


WHEREAS:


 


		A.	The
                                            Buyer and the Seller are parties to an asset purchase agreement (the “Asset Purchase
                                            Agreement”) and a royalty agreement (the “Royalty Agreement”),
                                            each dated December 23, 2021 (together, the “Sapir Agreements”);



 


		B.	Pursuant
                                            to Asset Purchase Agreement, the Buyer acquired all of the right, title and interest of the
                                            Seller in and to certain assets owned by the Seller (collectively, the “Business”),
                                            in exchange for which the Buyer agreed to issue to the Seller 1,000,000 shares of a newly
                                            created series of convertible preferred stock of the Buyer (collectively, the “Preferred
                                            Stock”) at a deemed price of $1.00 per share;



 


		C.	Pursuant
                                            to the Royalty Agreement, the Buyer covenanted to provide the Seller with a royalty equal
                                            to 5% of the gross revenues realized by the Buyer from the sale or license of products generated
                                            or derived from the Business;



 


		D.	Due
                                            to circumstances beyond the control of the parties, including the unanticipated resignation
                                            of the new Chief Executive Officer of the Buyer, the Buyer has been unable to develop the
                                            Business to the extent contemplated by (i) the Sapir Agreements and (ii) discussions that
                                            occurred between the Buyer and the Seller following the closing of the Asset Purchase Agreement;



 


		E.	To
                                            date, the Buyer has not issued the Preferred Stock to the Seller or completed any payments
                                            to the Seller under the Royalty Agreement; and



 


		F.	Due
                                            to the foregoing, the parties desire to rescind the Sapir Agreements on the terms set forth
                                            in this Agreement.





     


     


    


NOW
THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


		1.	The
                                            Sapir Agreements are hereby rescinded, with the effect that (a) the Buyer and the Seller
                                            shall be restored to the respective positions they occupied immediately in advance of the
                                            execution and delivery of the Sapir Agreements, and (b) neither party shall have any further
                                            obligations to the other party pursuant to or arising directly or indirectly from the Sapir
                                            Agreements or from any other agreement and understanding, whether written or oral, relating
                                            to the subject matter thereof. For greater certainty, the Buyer shall retain no right, title
                                            or interest in and to Business and shall have no obligation to issue the Preferred Stock
                                            to the Seller.



 


		2.	Each
                                            party on behalf of itself and its respective directors, officers, employees, agents, attorneys,
                                            parent companies, subsidiaries, affiliated companies, predecessors, successors and assigns
                                            (collectively, “Affiliates”), hereby releases, acquits and forever discharges
                                            the other party and its Affiliates from any and all actions, causes of action, suits, claims,
                                            proceedings, demands, losses, debts, liabilities, obligations, promises, acts, omissions,
                                            agreements, costs, charges, expenses, damages and injuries, of whatever kind or nature and
                                            however arising, whether known or unknown, suspected or unsuspected, fixed or contingent
                                            (collectively, “Claims”), which one party now has or at any time hereafter
                                            can, shall or may have against the other party and its Affiliates, by reason of or arising
                                            out of any cause, act, deed, contract, matter, thing or omission related to the Sapir Agreements.



 


		3.	Each
                                            party acknowledges that the foregoing mutual release does not constitute any admission of
                                            liability whatsoever on the part of either party.



 


		4.	For
                                            the consideration expressed herein, each party agrees not to solicit, encourage, fund or
                                            assist any third party to initiate or continue any Claim against the other party and its
                                            Affiliates related to the matters described herein. In addition, each party agrees not to
                                            initiate or continue any Claim against any other person who might claim contribution or indemnity
                                            from the other party, either in the State of Nevada or elsewhere.



 


		5.	Each
                                            party shall defend, indemnify and hold the other harmless from and against any and all Claims
                                            (including penalties and attorneys’ fees) which are incurred or suffered by or imposed
                                            upon the other party arising out of or relating to (a) any failure or breach by the party
                                            to perform any of its covenants, agreements or obligations under this Agreement, or (b) any
                                            inaccuracy or incompleteness of any representation or warranty of the party contained in
                                            this Agreement or in any document delivered in connection herewith.



 


		6.	Each
                                            party represents and warrants to the other party that: (a) it has the full right, power
                                            and authority to enter into this Agreement and to perform its obligations hereunder; (b) the
                                            execution of this Agreement and the performance of its obligations hereunder do not and will
                                            not violate any agreement to which it is a party or by which it is bound; and (c) when
                                            executed and delivered, this Agreement will constitute a legal, valid and binding obligation
                                            of such party, enforceable against such party in accordance with its terms.





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		7.	Each
                                            party further represents and warrants that: (a) there has been no assignment or transfer
                                            of or giving of a security interest in or encumbrance upon any interest in any Claim which
                                            such party or its Affiliates may have against the other party; (b) such party has (i) carefully
                                            read and understands the contents of this Agreement; (ii) received independent legal advice
                                            from counsel of such party’s choosing in connection with the subject matter hereof,
                                            and such advice is reflected in the provisions of this Agreement; and (iii) not been influenced
                                            to any extent whatsoever in doing so by the other party or any other person, except for those
                                            representations, statements and promises expressly set forth herein.



 


		8.	Each
                                            party agrees that all fees, costs and expenses (including, without limitation, the fees and
                                            disbursements of legal counsel) that have been incurred or that are incurred in the future
                                            by any party in connection with the Sapir Agreements or the transactions contemplated by
                                            this Agreement, shall be paid and borne by the party incurring such fees, costs and expenses.



 


		9.	Each
                                            party agrees to perform and instruct its agents to perform such further acts, to execute
                                            such further documents and to do such further and other things as may appropriate, necessary
                                            or desirable to carry out the full intent and meaning of this Agreement.



 


		10.	This
                                            Agreement contains the entire agreement between the parties with respect to the subject matter
                                            hereof, and the contents of this Agreement constitute a binding contract and nothing herein
                                            contained is a mere recital.



 


		11.	This
                                            Agreement shall inure to the benefit of and be binding upon the parties and their respective
                                            Affiliates.



 


		12.	In
                                            the event that any provision of this Agreement is held to be void, voidable or unenforceable,
                                            the remaining provisions hereof shall remain in full force and effect.



 


		13.	Each
                                            person executing this Agreement on behalf of a party represents and warrants that such person
                                            is authorized to execute this Agreement on behalf of that party and that the execution of
                                            this Agreement is the lawful act of each of that party and therefore binds that party.



 


		14.	This
                                            Agreement may only be amended, assigned or transferred with the express written consent of
                                            each of the parties.



 


		15.	This
                                            Agreement may be executed and delivered electronically and in any number of counterparts,
                                            each of which constitute an original and all of which together shall constitute one and the
                                            same agreement.



 


		16.	This
                                            Agreement shall be governed by and construed in accordance with the laws of the State of
                                            Nevada and the federal laws of the United States of America applicable therein.





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IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.


 


	LODE-STAR MINING INC.	 	SAPIR PHARMACEUTICALS, INC.
	 	 	 	 	 
	By:	/s/ Mark Walmesley	 	By:	/s/ Samuel
  Sternheim
	 	Name:Mark Walmesley	 	 	Name:Samuel Sternheim
	 	Title:CEO/President	 	 	Title:Director





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