Item 1.01 Entry into a Material Definitive Agreement
As of
Conditioned upon the Court approving the Settlement Agreement, the Company and its transfer agent are required to reserve an aggregate of 10,000,000,000 shares of Company common stock (the "Conversion Shares") for the Investor. The Investor and the Company are required to jointly request a stipulated order (a) finding that (i) under Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act") that the exchange of Note and the claims for shares of Company common stock provided for in the Settlement Agreement is fair, (ii) the shares of Company common stock issued upon conversion of the Note previously issued by the Investor are not required to be registered under the Securities Act, and (iii) the Investor is not required to register as a dealer pursuant to Section 15(b) of the Exchange Act; (b) requiring 541,449,789 shares of Defendant's common stock to be immediately reserved for issuance to Plaintiff, and all Conversion Shares to be authorized and reserved within 30 days of the order; and (c) requiring the immediate issuance and delivery in electronic form of free trading shares of common stock by Defendant and its Transfer Agent, and any subsequent transfer agent, at any time and from time to time on request by Plaintiff in accordance with the procedures and beneficial ownership limitations of the Note, until all Conversion Shares are issued and delivered.
Pursuant to the Settlement Agreement, the Company has the right to terminate any
then-remaining share reserve and any then-remaining obligation to issue
Conversion Shares by paying to Investor the sum of
On
The foregoing description of the terms of the Settlement Agreement is subject to, and qualified in its entirety by, the terms of the Settlement Agreement, which is attached hereto as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Settlement Agreement by and betweenInception Mining, Inc. , andAntilles Family Office, LLC 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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