Item 1.01 Entry into a Material Definitive Agreement.
On February 7, 2020, we entered into an amendment to the loan agreement and
termination of business services agreement (the "Agreement") with Ryde GmbH
("Borrower") and Ryde Holding Inc. ("Customer").
Pursuant to the loan agreement with Borrower dated July 27, 2018, as amended on
July 12, 2019 and September 30, 2019, we transferred to Borrower US$500,000 on
or about July 9, 2018 and US$750,000 on or about July 27, 2018 and Borrower owes
us US$1,250,000, plus accrued interest. Under the Agreement, the parties agreed
that commencing on January 1, 2020, interest will commence accruing on the
outstanding principal balance of the loan at a rate of 6%per annum (previously
12% per annum for the US$500,000 loan and 2% per annum for the US$750,000 loan
provided, however, any amounts not paid thereunder when due would have
immediately commence accruing interest at a default rate of 18% per annum and
12% per annum respectively for both the loans) and if there is any default on
the terms of the loan agreement, default interest at the lesser of 18% per annum
and the highest rate permitted by applicable law will be deemed to have
retroactively been accruing on the loan as of January 1, 2020 and will continue
accrue until the earlier of the date such default is cured and the date the loan
is repaid in full.
In addition, under the Agreement, Borrower agreed to pay us US$125,000 on or
before February 7, 2020 as payment in full of all interest accrued under the
loan agreement through December 31, 2019 and commencing on March 31, 2020,
Borrower agreed to make quarterly interest only payments on or before the last
day of each calendar quarter until such time as the loan is repaid in full.
In addition, under the Agreement, Borrower agreed to pay us US$150,000 on or
before February 7, 2020, which will reduce the outstanding principal balance of
the loan by US$150,000. Borrower agreed that the remaining unpaid principal
balance of the loan and all accrued and unpaid interest, will be due and paid in
full on or before the earlier of (a) December 31, 2021, and (b) March 31, 2021,
provided, Borrower has Earnings Before Interest, Taxes, Depreciation and
Amortization or EBITDA as defined under United States GAAP of more than
US$5,000,000, for the 12 month period ending December 31, 2020, as certified by
an independent auditor appointed by Borrower. If Borrower does not provide such
certified financial statements on or before March 31, 2021, Borrower agreed that
the remaining unpaid principal balance of the loan and all accrued and unpaid
interest, will be immediately due and paid in full.
On or before February 7, 2020, Borrower agreed to pay to us a total of US$27,500
for expense reimbursement related to ($17,500 for Pickwick invoice and $10,000
for Raue invoice).
In addition, we terminated the Business Services Agreement ("BSA") with Customer
dated December 29, 2017, as amended on March 15, 2018, July 9, 2018 and October
29, 2018. Customer agreed to issue to us 10 million KodakOne Tokens after their
issuance. As per the BSA we had agreed to provide consulting of corporate
development and governance, business development and technical services,
business awareness services, financial and administrative services and media
management services. In addition, we agreed to provide to Customer the monthly
services from January 1, 2020 to December 31, 2020 consisting of board and
corporate strategy management and board and corporate governance management.
Customer has since acquired internal resources to provide the services as
anticipated under the BSA and hence both the parties had mutually agreed to
terminate the BSA in exchange for 10 million KodakOne Tokens which are to be
issued after their issuance.
Our chairman and director, Cameron Chell, is a director, officer and an indirect
shareholder of Business Instincts Group Inc. which owns 10% of the common stock
of Ryde Holding Inc., the parent company of Ryde GmbH and he is also a director,
officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns
2.5% of the common stock of Ryde Holding Inc. Mr. Chell has also been a director
and secretary of Ryde Holding Inc. from December 2017 and chairman of Ryde
Holding Inc. from February 2018. From December 2017 to February 2018, our
president, Bruce Elliott, served as the chief marketing officer of Ryde Holding
Inc. Our chief financial officer, Swapan Kakumanu has also been the chief
financial officer of Ryde Holding Inc. from October 2018.
Item 1.02 Termination of a Material Definitive Agreement.
The information provided under Item 1.01 is responsive to the information
required by this Item 1.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment to Loan Agreement and Termination of Business Services Agreement
dated February 7, 2020 with Ryde GmbH and Ryde Holding Inc.
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