UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2020
E-WASTE CORP.
(Exact name of registrant as specified in its charter)
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Florida
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333-180251
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45-4390042
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610 Jones Ferry Road, Suite 207
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27510
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Registrant’s telephone number, including area code: (919) 933-2720
c/o GEM Group
390 Park Avenue, 7th Floor
New York, NY 10022
(212) 582-3400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 |
Entry into a Definitive Material Agreement. |
On September 25, 2020, in connection with the consummation of the Share Sale Transaction described under item 5.01 below, E-Waste Corp., a Florida corporation (the “Company”), entered into a Debt Settlement Agreement and Mutual General Release (the “Debt Settlement Agreement”) with GEM Global Yield Fund LLC SCS, a company incorporated and existing under the law of Luxembourg (“GEM”), pursuant to which the Company paid GEM the amount of $252,750 (the “Settlement Amount”) as full and complete payment, and in full satisfaction, of the total outstanding debt the Company owed to GEM. GEM had previously made advances to the Company in the aggregate amount of $447,451 to pay certain expenses of the Company (the “GEM Loan”). Pursuant to the Debt Settlement Agreement, GEM discharged the Company from any further obligations it may have had to GEM to repay any further amounts due under the GEM Loan, and the Company and GEM released each other from any claims they may have had against each other, with respect to the GEM Loan, or otherwise.
The foregoing description of the Debt Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 25, 2020, the Company received a loan of $255,000 from Peter L. Coker, Sr. (the “Coker Loan”). To evidence the Coker Loan, the Company issued to Mr. Coker a promissory note in the principal amount of $255,000 (the “Note”), with a maturity date of September 25, 2021. Interest on the Note accrues on the principal amount at the rate of eight percent (8%) per annum, and shall be paid on a quarterly basis, in the amount of $5,100 per quarter, on the following dates: December 25, 2020, March 25, 2021, June 25, 2021 and September 25, 2021. The Company may prepay any amounts due under the Note without penalty or premium. The Company used $252,750 of the proceeds from the Coker Loan to pay the Settlement Amount to GEM, as further described under Item 1.01 above. The remaining $2,250 of proceeds will be used by the Company for working capital and general corporate purposes.
The foregoing summary of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 4.1 to this report and incorporated herein by reference.
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Item 5.01 |
Changes in Control of Registrant. |
On September 25, 2020, GEM, the Company’s controlling stockholder, closed a stock purchase and sale transaction pursuant to which GEM sold 6,000,000 restricted shares (the “Shares”) of the Company’s common stock to Global Equity Limited, a company incorporated and existing under the laws of People’s Republic of China (“Global”), at a purchase price of $0.005 per share, or an aggregate purchase price of $30,000 (the “Share Sale Transaction”). Global has advised that it used working capital to purchase the Shares. The Shares purchased by Global represented 50.0% of the Company’s issued and outstanding shares of Common Stock as of the date of the closing of the Share Sale Transaction. Therefore, the Share Sale Transaction resulted in a change in control of the Company.
As further described under Item 5.02 below, in connection with the consummation of the Share Sale Transaction, John D. Rollo was appointed as the Company’s sole officer and director.
The Company is a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended. The Company is seeking a business combination with a private entity whose business would present an opportunity for its shareholders. However, the Company is not currently aware of any arrangements the operation of which would at a subsequent date result in a change in control of the Company.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 25, 2020, in connection with the consummation of the Share Sale Transaction described under item 5.01 above, Peter de Svastich, the Company’s President, Treasurer and Secretary, and the sole member of the Company’s board of directors, resigned from all positions he held with the Company. To the knowledge of the Company, Mr. de Svastich’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. de Svastich’s resignation, he relinquished his roles as the Company’s “Principal Executive Officer” and “Principal Financial and Accounting Officer” for Securities and Exchange Commission (“SEC”) reporting purposes.
Effective immediately upon Mr. de Svastich’s resignation, John D. Rollo was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and as the sole member of the Company’s board of the directors. In connection with his appointments, Mr. Rollo was designated as the “Principal Executive Officer” and “Principal Financial and Accounting Officer” of the Company for SEC reporting purposes.
John D. Rollo, 66, has served as Patient Transporter for Atlantic Health Systems, a company in the health care industry, since March 2020. Prior to this, from January 2010 to November 2019, Mr. Rollo served as Chairman of the Board for Switching Technologies Gunther, LTD (“STG”) in Chennai, India. STG is a reed switch and sensor manufacturing company, which is publicly traded on the BSE (Bombay Stock Exchange). From January 2002 to November 2019, Mr. Rollo served as VP of Operations at Comus International in Clifton, NJ. Comus is an international switching and sensor manufacturing company with operations in the USA, India, Belgium, and England. From January 2015 to November 2019, Mr. Rollo served as a Director of Comus Electronics and Technologies India Private, LTD in Chennai, India. From March, 2007 to the present, Mr. Rollo has been Head of the Buildings & Grounds Committee for Rosedale Cemetery in Montclair, NJ. Mr. Rollo holds a Associates Degree in Business from Ealing Technical College in London, England, which he received in 1977.
The Company’s Board of Directors believes Mr. Rollo’s extensive knowledge and background with regard to management, along with his leadership skills and entrepreneurial spirit, will aid the Company to succeed going forward.
There are no arrangements or understandings between Mr. Rollo and any other person pursuant to which he was appointed as a director of the Company. Further, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Rollo had, or will have, a direct or indirect material interest.
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. |
Description |
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4.1 |
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10.1 |
Debt Settlement Agreement, dated September 25, 2020, by and between GEM and the Company |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 1, 2020 |
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By: |
/s/ John D. Rollo |
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Name: |
John D. Rollo |
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Title: |
Chief Executive Officer |
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Exhibit 4.1
THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE NOTE IS “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
PROMISSORY NOTE
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$255,000.00 |
September 25, 2020 |
THIS PROMISSORY NOTE (this “Note”) is issued by E-WASTE CORP., a Florida corporation, with an address at 610 Jones Ferry Road, Suite 207, Carrboro, NC 27510 (the “Company”), to PETER L. COKER, SR., with an address at 12804 Morehead, Chapel Hill, NC 27517 (the “Holder”).
ARTICLE I
Section 1.01 Principal. For value received, the Company hereby promises to pay on or before September 25, 2021 (the “Maturity Date”), to the order of the Holder, in lawful money of the United States of America, and in immediately available funds, the principal sum of Two Hundred Fifty-Five Thousand and 00/100 Dollars ($255,000.00) (the “Principal Amount”).
Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of eight percent (8%) per annum (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is repaid in full.
Section 1.03 Payment of Interest. Interest on the Principal Amount shall be paid on a quarterly basis, in the amount of $5,100.00 per quarter, on the following dates: December 25, 2020; March 25, 2021, June 25, 2021 and September 25, 2021.
Notwithstanding any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.
Section 1.04 Right to Prepay. The Company shall have the right to prepay all or any portion of the Principal Amount and all accrued interest thereon (the “Prepaid Amount”) at any time, on or before the Maturity Date, without penalty or premium.
ARTICLE II
Section 2.01 Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:
(a) The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any of the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.
(b) The Holder is acquiring this Note for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Note for which the Holder is subscribing or any part of thereof.
(c) The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.
(d) The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.
(e) The Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.
(f) The Holder is (i) experienced in making investments of this kind, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note, and the related documents, and (iii) able to afford the entire loss of its investment in this Note.
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(g) The Holder has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in this Note.
(h) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in this investment. The Holder has relied solely on its own advisors.
(i) The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning this Note and the Company and all other information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully reviewed all of the filings made by the Company.
(j) No representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and on that basis believes that its investment in this Note is suitable and appropriate for the Holder.
(k) The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.
ARTICLE III
Section 3.01 Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:
(a) Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.
(b) Corporate Power and Authority. The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions contemplated hereby.
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ARTICLE IV
Section 4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) an Event of Default shall be deemed to have occurred:
(a) Default in the payment of the Principal Amount on the Maturity Date, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or
(b) Default in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or
(c) The Company files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and has not been resolved in a period of thirty (30) days after such commencement.
Section 4.02 Effect of Default. Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.
ARTICLE V
Section 5.01 Notice. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):
(i) If to the Company:
E-Waste Corp.
610 Jones Ferry Road, Suite 207
Carrboro, NC 27510
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(ii) If to the Holder:
Peter L. Coker, Sr.
12804 Morehead
Chapel Hill, NC 27517
pcoker@tryoncapital.com
All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.
Section 5.02 Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of Florida without giving effect to the principals of conflict of laws thereof.
Section 5.03 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.
Section 5.04 Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.
Section 5.05 Entire Agreement and Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.
Section 5.06 Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed this Note as of the date first written above.
E-WASTE CORP.
By: /s/ Peter de Svastich
Name: Peter de Svastich
Title: President
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Exhibit 10.1
DEBT SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
THIS DEBT SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this “Agreement”), dated as of September 25, 2020, is entered into by and between E-Waste Corp., a Florida corporation (the “Company”) and GEM Global Yield Fund LLC SCS, a company organized and existing under the laws of Luxemburg (“GEM”). The Company and GEM may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, GEM is the record holder and beneficial owner of 6,000,000 shares of the Company’s common stock (the “Shares”), representing fifty (50%) percent of the total outstanding shares of common stock of the Company; and
WHEREAS, contemporaneously with the execution of this Agreement, the Company, GEM and Global Equity Limited, a company incorporated and existing under the law of People’s Republic of China (“Global”), are entering into that certain Stock Purchase Agreement, pursuant to which GEM will sell the Shares to Global (the “Stock Purchase Agreement”); and
WHEREAS, GEM has made advances to the Company to pay certain expenses of the Company, in the form of an unsecured loan, due on demand (the “Loan”), in the aggregate amount of $447,451 (the “Outstanding Debt”), which remains due and outstanding by the Company to GEM; and
WHEREAS, the Company has agreed to pay GEM the amount of $252,750 (the “Settlement Amount”), and GEM has agreed to accept such Settlement Amount, as full and complete payment and in full satisfaction of the total Outstanding Debt; and
WHEREAS, the Parties desire to set forth the terms and conditions relating to the satisfaction of obligations arising under the Loan, including as to the payment of the Outstanding Debt, and any and all other documents, agreements and instruments entered into by the Parties with respect to the Loan.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Effective Time; Settlement Payment. This Agreement shall become effective upon execution by the Parties, and the closing of the transactions contemplated by the Stock Purchase Agreement (the “Effective Time”). Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall pay to GEM the Settlement Amount, as full and complete payment of the total Outstanding Debt, and GEM shall accept the Settlement Amount from the Company in full satisfaction of the total Outstanding Debt, and the Company shall be discharged from any and all further obligations arising under the Loan.
2. Mutual Release. For and in consideration of the covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, upon receipt of the Settlement Amount and cancellation of the Outstanding Debt due in connection with the Loan, each of GEM, on the one hand, and the Company, on another hand, shall release, acquit,
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satisfy, and forever discharge the other party and its affiliates, employees, agents, attorneys, and its successors and assigns (the “Released Parties”) from any and all claims, actions, obligations, liabilities, demands and/or causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and demands whatsoever, in law or in equity, of whatever kind or character, whether now known or unknown, which such party has or might claim to have against the other party, including with respect to the Outstanding Debt, arising or to arise under any and all agreements or other arrangements, written or oral, in any manner concerning the Released Parties (collectively, the “Claims”). For the avoidance of any doubt, by signing this Agreement, and accepting the consideration provided herein and the benefits of it, GEM hereby acknowledges that it is giving up forever any right to seek further monetary or other relief from the Company. Notwithstanding anything to the contrary expressed or implied herein, however, none of the foregoing released Claims shall include any claims against a Released Party arising by reason of such Released Party’s breach of this Agreement, and no remedies for any such breach are being released herein.
3. Representations and Warranties by each Party. Each Party represents and warrants to the other Party, on the date of this Agreement and as of the Effective Time, as applicable:
(i) Such Party is an entity duly organized, registered and validly existing under laws of its jurisdiction of incorporation and is in good standing under such laws;
(ii) Such Party has and will have all necessary power, authority and capacity to enter into this Agreement and has taken all action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder;
(iii) The person signing this Agreement has the authority to bind such Party on behalf of which he is signing the Agreement, and this Agreement, when duly executed and delivered, will constitute a legal, valid and binding obligation of each such party, enforceable against each such party in accordance with its terms; and
(iv) None of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, nor compliance by each Party with any of the provisions hereof, will violate or conflict with any agreement by which the each such Party is bound, and no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any persons or entities are necessary to be made or obtained by each such Party in connection with the execution, delivery or performance of this Agreement.
4. Representations and Warranties with respect to the Outstanding Debt. GEM hereby represents and warrants to the Company that, as of the date of this Agreement:
(i) The Outstanding Debt constitutes all of the obligations owed to GEM by the Company;
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(ii) The Company has not assigned the the Outstanding Debt which is in full force and effect and constitutes a valid and existing claim against the Company under the terms of the Loan, and no other party has any claim or interest with respect to the Outstanding Debt; and
(iii) GEM has delivered true and correct copies of all documents, agreements, financing statements and other records evidencing the Outstanding Debt to the Company.
5. Final Disposition. This Agreement is acknowledged to be a final and binding disposition of any and all claims by the Parties against each other. Neither the negotiations preliminary to the signing of this Agreement nor its acceptance shall be considered as an admission of wrongdoing or liability by any Party hereto.
6. Voluntary Agreement. The Parties agree that they have read and understand this Agreement, and that they are entering into this Agreement voluntarily and without coercion, that they have had the opportunity to consult with an attorney of their own choosing concerning the release contained in and the terms of this Agreement, and that the release they have made and the terms they have agreed to herein are knowing, conscious and with full appreciation that they are forever foreclosed from pursuing any of the rights so waived.
7. Covenant of Non-disparagement. Each of the Parties covenants never to disparage or speak ill of the other or any of their products, services, affiliates, subsidiaries, officers, directors, employees or shareholders, and will take reasonable steps to prevent, and will not knowingly permit, any of their respective employees or agents from disparaging or speaking ill of such persons.
8. Confidentiality. Each party shall not disclose any of the terms or conditions of this Agreement to any person, provided, however, that each party’s obligations under this Section 7 to maintain such confidentiality shall not apply to any information or documents that are in the public domain at the time furnished by the other or that become in the public domain thereafter through any means other than as a result of any act of the receiving party or of its agents, officers, directors or stockholders which constitutes a breach of this Agreement, or that are required by applicable law to be disclosed.
9. Miscellaneous.
(i) Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(ii) Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York.
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(iii) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures received by pdf shall be deemed to be original signatures.
(iv) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
(v) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile or email, on the date of transmission with receipt of a transmittal confirmation or (c) if by courier service, on the second (2nd) business day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. A Party may change or supplement the addresses given in the signature pages hereto, or designate additional addresses, for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.
(vi) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
(vii) Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.
[Remainder of Page Intentionally Omitted; Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned, being the duly authorized representatives of the parties, have executed this Agreement as of the date set forth above.
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E-WASTE CORP. |
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By: |
/s/ Peter de Svastich |
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Name: Peter de Svastich |
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Title: President |
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GEM GLOBAL YIELD FUND LLC SCS |
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By: |
/s/ Peter de Svastich |
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Name: Peter de Svastich |
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Title: Co-Manager |
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