Nevada
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333-150462
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26-0657736
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1640 Terrace Way
Walnut Creek, California
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94597
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.02.
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Termination of a Material Definitive Agreement.
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Item
5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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i.
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Cancellation of 750,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) of Sagebrush, owned by Executive; and
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ii.
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all unvested shares and options of Sagebrush shall be cancelled and returned to Sagebrush, other than outstanding options awarded to Executive for 250,000 shares of Common Stock; and
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iii.
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1,950,000 shares of Executive’s Common Stock shall be sold to MB; and
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iv.
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600,000 shares of Common Stock of Executive shall secure Sagebrush for collection of certain outstanding receivables, and thereafter be pledged to Lenders as collateral security for the payment of $150,000 outstanding bridge loan indebtedness to Lenders pursuant to certain bridge loans and thereafter retired; and
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v.
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That certain Letter of Credit issued by Signature Bank, NA, (the “Letter of Credit”) pledged to Lenders as collateral security for the Loan Agreement, shall be paid to Executive as a result of early termination of the Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Number
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Description
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10.1
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Separation Agreement and Release
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Sagebrush Gold Ltd.
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By:
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/s/ David Rector
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David Rector
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President
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Exhibit
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Number
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Description
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10.1
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Separation Agreement and Release
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