STOCK REIMBURSEMENT AGREEMENT
THIS
STOCK REIMBURSEMENT AGREEMENT is entered into between Consolidated Minerals
Management, Inc., a Montana corporation (“CMMI” or the “Company”), Xxxxxxx X.
Xxxx, Xx. (“Xxxx”), and Xxxxx Xxxxxx (“Xxxxxx”).
CMMI has
retained certain advisors in order to obtain financing. The advisors that are
effecting this offering required an upfront payment of 1,000,000 shares of CMMI
common stock for their services. However, CMMI currently has authorized capital
of only 50,000,000 shares, of which 49,544,226 are outstanding. CMMI therefore
could not legally issue the shares to be provided to the advisors.
Xxxx and
Xxxxxx have therefore agreed to transfer certain shares that they own personally
to the advisors in order that the advisors may perform services for the Company
in exchange for other shares to be issued to them once CMMI has sufficient
authorized capital to do so.
THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
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1.
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Acknowledgment
of transfer of Xxxx’x and Xxxxxx’x shares. The Company acknowledges
Xxxx’x and Xxxxxx’x transfer of 500,000 shares apiece to the Company’s
advisors.
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2.
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Reimbursement
of shares to Xxxx and Xxxxxx. CMMI agrees to issue to Xxxx and
Xxxxxx 750,000 shares each of CMMI common stock, for a total amount of
1,500,000 shares. These shares will be restricted stock of CMMI pursuant
to Rule 144 promulgated under the Securities Act of 1933. Because of the
restricted nature of the stock being issued to Xxxx and Xxxxxx, CMMI has
agreed to issue Xxxx and Xxxxxx shares in an amount greater than the
shares they have agreed to transfer to the
advisors.
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3.
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Acknowledgements.
Xxxx and Xxxxxx acknowledge that the Company does not have sufficient
authorized capital to issue these shares now, but the Company agrees to
issue these shares promptly after any increase in authorized capital that
would give the Company sufficient authorized capital to meet this
obligation.
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SIGNED
this __ day of November, 2007.
