BRAZIL MINERALS, INC.
Exhibit 10.28
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
December 28, 2015
Dear Xx. Xxxxxxx:
Reference is made to:
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i)
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the Stock Purchase Agreement (“SPA”) between you and Brazil Minerals, Inc. (“BMIX”) and you from August 10, 2015, in which you purchased 150,000,000 common shares of BMIX common stock (“SPA #1”);
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ii)
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the SPA between you and BMIX from September 23, 2015, in which you purchased 450,000,000 common shares of BMIX common stock (“SPA #2”);
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iii)
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the SPA between you and BMIX from October 26, 2015, in which you purchased 400,000,000 common shares of BMIX common stock for $30,000 (“SPA #3”);
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By adding the number of shares that you purchased in SPA#1, SPA#2, and SPA#3, we arrive at a total of 1,000,000,000 common shares of BMIX.
In connection with your new investment of $30,000 being funded today, you have agreed to the exchange of the 1,000,000,000 shares of common stock for 200,000 shares of Series C Convertible Preferred Stock of BMIX (“Preferred C”).
Immediately upon the filing with the Nevada Secretary of State of the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of BMIX, a copy of which is attached hereto as Exhibit A, BMIX shall issue to you a certificate for 200,000 shares of its Series C Preferred Stock.
Please acknowledge your agreement with the foregoing by signing a copy of this letter in the space indicated below and returning the signed copy to BMIX.
Very truly yours,
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Chief Executive Officer
AGREED TO:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
Exhibit 10.28 -- Page 1
