Item 1.01 - Entry into a Material Definitive Agreement OnDecember 23, 2020 , the Company entered into a Board Advisory Agreement in which Mr.A. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company (the "Board") and as Ombudsman for the Company pursuant to both Rule 53 of the Federal Rules of Civil Procedure, and to the Order and Judgment in the settlement of a lawsuit entitled In reEco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw .) Section 3 - Securities and Trading Markets Item 3.02 - Unregistered Sales ofEquity Securities As consideration for serving as Ombudsman and Chairman of the Board,Mr. Mudd will receive two million five hundred thousand (2,500,000) restricted shares of the Company's common stock. The shares will be issued under Regulation D of the Securities Act of 1933, as amended ("Securities Act"). The shares are not registered and are categorized as "restricted securities" under the Securities Act inasmuch as such shares are being acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Accordingly, the Restricted Stock, absent an effective registration statement, can only be sold pursuant to an exemption from registration, such as Rule 701 or Rule 144 promulgated under the Securities Act. Section 5 - Corporate Governance and Management Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnDecember 23, 2020 , the Company approved the appointment of Mr.A. Carl Mudd to serve as Chairman of the Board and Ombudsman of the Company. As consideration for his service, in addition to receiving two million five hundred thousand (2,500,000) restricted shares of the Company's common stock, he will receive an advisory fee ofTen Thousand Dollars ($10,000 ) per month, commencingDecember 24, 2020 . Half of the monthly advisory fee ($5,000 ) must be paid toMr. Mudd , while the other half of the advisory fee may be accrued on a monthly basis until the Company has closed a bona fide third-party debt and/or equity financing of at least eight hundred thousand dollars ($800,000 ).
Among his key responsibilities as Chairman of the Board,
The term of this Agreement shall be four (4) years or as set forth in the
Stipulation of Order. This Agreement may be terminated by either party upon
thirty (30) days notice for material breach. If the caveat emptor symbol affixed
to the Company is not removed by the
Mr.
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Item 8.01 Other Events
OnDecember 28, 2020 , the Company published a press release announcingMr. Mudd's acceptance to serve as Chairman of the Board and Ombudsman for the Company. Section 9 - Financial Statements and Exhibits Item 9.01 - Financial Statements and Exhibits Item No. Description
10.1 Board Advisory Agreement
99.1
Chairman of the Board and Ombudsman
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