MMEX Resources Corp (MMEX)

[samsamsamiam]

If it were better than expected the shares would have been adjusted UP - not cancelled or waived.

WHEREAS, on the terms and conditions set forth herein, the Company desires to issue and assign to Purchaser a total of 7,000,000,000 shares in two tranches (the “Purchased Shares” or the “Shares”) to acquire the Project Intellectual Property Rights at a nominal valuation of US$ 344,459,120 constituting a share ownership interest in the Company to be determined by a valuation and fairness opinion issued by a third party independent consultant retained by the Company (the “Assignment Valuation”); and

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1. PURCHASE AND SALE OF THE SHARES.
 
Subject to the Terms and Conditions of this Agreement:
 
1.1 In consideration for the sale of the Project Intellectual Property Rights by the Purchaser to the Company, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, at the Closing (as defined in Section 2.1) on the Closing Date (as defined in Section 2.1), 7,000,000,000 shares of the Company’s Common Stock, par value $.001 per share as Purchased Shares.
 
1.2 The Company agrees to issue the Purchased Shares in two tranches (i) 1,500,000,000 Shares (“First Tranche Shares”) upon Closing and (ii) subject to the provisions of paragraph 1.3 below, 5,500,000,000 Shares (“Second Tranche Shares”) as soon as the Company Articles of Incorporation have been amended to authorize the Second Tranche Shares to be issued.
 
1.3 The Parties agree that the Second Tranche Shares will be adjusted (up or down) and issued to Purchaser subject to the Assignment Valuation to be completed as soon after Closing as possible.