Arax Holdings Corp (ARAT)

[pennypauly]

Entry into a Material Definitive Agreement.

On Nov 30, 2023 (the “Effective Date”), the Company and Undo Studios SA, (Nemesis) entered into a Sales Purchase agreement, to acquire 31% of the share capital of Nemesis in a share swap and cash transaction representing a minority interest in the assets, licenses, and intellectual property of Nemesis.

Pursuant to the provisions in the Sale Purchase Agreement, the Company will issue (six million six hundred and fifty thousand) 6,650,000 shares of its common stock at fair market value as of the date of the Sale Purchase Agreement for the initial 20% and the option for the remaining 11% of Nemesis. The common shares issued for the conversion if exercised, shall be issued with a restriction under Rule 144 of the U.S. Securities and Exchange Commission Act of 1934. That portion of the Company’s issued shares representing the 11% of the Nemesis acquisition will be held in escrow until such time as the option has been exercised.

In addition, the Company agrees to invest a total amount of (one million two hundred thousand) $1,200,000 in cash installments of (one hundred thousand) $ 100,000 per month starting December 1, 2023. Any amounts previously paid to Nemesis under a previously reported Letter of Intent will be deducted from this amount due.

The Company has the option to acquire an additional 11% of Nemesis upon fulfillment of certain milestones to be agreed upon in a future agreement. Nemesis will provide one seat to Arax as a Director of Undo Studios and will allow Arax to have operational oversight on an ongoing basis.