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Re: None

Sunday, 05/05/2019 8:00:37 PM

Sunday, May 05, 2019 8:00:37 PM

Post# of 24691
BASED ON SELLER OBJECTIVES I FOUND SOMETHING OF VALUE "Sale to Third Party"

"The parties also agreed that: (i) within 30 days of the Closing, NuAxess, PR345, MMMM and their designated representatives or third-party investors selected by NuAxess and/or PR345 and approved by MMMM, which approval will not be unreasonably withheld, shall make an additional payment of $400,000 to the MMMM Mining Subsidiaries assuming funding is received, and, in the event such anticipated financing is not received, the Company will be obligated to deliver to the MMMM Mining Subsidiaries the first $400,000 of debt or equity raised by the Company within 5 business days of receipt of such new financing.; and (ii) the Company and the management of the
MMMM Mining Subsidiaries consisting of Sheldon Karasik and other individuals designated by Sheldon Karasik (the “Mining Management”), shall enter into an Option Agreement, in a form mutually agreed prior to the Closing (the “MBO Agreement”) pursuant to which the Mining Management shall have the exclusive right to exercise at any time the purchase of 75% of the shares and any other equity interests of the MMMM Mining Subsidiaries by a Mining Management or an entity created and controlled by the Mining Management, in consideration for a payment of $10 to the Company and assumption by the Mining Management of 100% of the liabilities of the MMMM Mining Subsidiaries. The MBO Agreement shall also provide that the Management Group shall have full and exclusive control over the management of the daily operations of the MMMM Mining Subsidiaries prior to the exercise of the Option and the closing of the MDO Agreement.

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"Section 4.03 Mutual Cooperation . The Parties hereto will cooperate with each other, and will use all reasonable efforts to cause the fulfillment of the conditions to the Parties’ obligations hereunder and to obtain as promptly as possible all consents, authorizations, orders or approvals, if any, from each and every third party, whether private or governmental, required in connection with the transactions contemplated by this Agreement.


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