Item 1.01 Entry into a Material Definitive Agreement.
On July 19, 2021, E-Waste Corp., a Florida corporation (the "Company"), entered
into a Loan Agreement ("Loan Agreement") with EZRaider Global, Inc., a privately
held Nevada company ("EZ Global"), and EZ Raider, LLC, a Washington limited
liability company ("EZ Raider" and, together with EZ Global, the "Borrowers"),
with respect to a loan the Company previously made to the Borrowers. As
previously disclosed in a Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission ("SEC") on June 1, 2021, the Company
loaned the Borrowers $2,000,000 on May 26, 2021 (the "Loan"). The proceeds of
the Loan are being used by the Borrowers to negotiate the terms of an agreement
to acquire DS Raider, Ltd., an Israeli company ("DS Israel"), and related
transactions.
Pursuant to the terms of the Loan Agreement, the Borrowers issued the Company a
Promissory Note in the principal amount of $2,000,000 (the "Note"). The Note
bears interest at a rate of 5% per annum. The outstanding principal, plus any
accrued and unpaid interest thereon, is due and payable November 26, 2021.
However, if the proposed reverse merger among the Company and the Borrowers (the
"Merger") is consummated prior to the Note's maturity date, the outstanding
principal and any accrued and unpaid interest thereon, shall be forgiven and the
Note shall be deemed to be repaid in full. The Borrowers agreed not to incur any
debt ranking senior to or pari passu with the amount due under the Note, other
than (a) indebtedness in connection with the contemplated Merger, (b)
indebtedness incurred in the ordinary course of Borrowers' business up to
$5,000, and (c) the obligations of EZ Raider to an investor pursuant to an
outstanding convertible note in the principal amount of $500,000, which is
secured by a first priority interest on all the assets of EZ Raider.
As further inducement of the Company to enter into the Loan Agreement and make
the Loan to the Borrowers, on July 19, 2021, the Borrowers executed and
delivered to the Company a Pledge and Security Agreement (the "Pledge
Agreement"), pursuant to which Moshe Azarzar, a principal of EZ Raider and EZ
Global, granted the Company a first priority security interest in all of the
shares he owns in each of EZ Raider and EZ Global. Mr. Azarzar agreed that,
until the consummation of the contemplated Merger, or the repayment of the Loan,
he would not directly or indirectly transfer, purchase or sell any equity
interests in either EZ Global or EZ Raider without the prior written consent of
the Company.
The foregoing descriptions of the Loan Agreement, the Note and the Pledge
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of such documents, copies of which are attached to
this Current Report on Form 8-K as Exhibits 10.1, 4,1 and 10.2, respectively,
and incorporated herein by reference.
Cautionary Statements
This filing includes "forward-looking statements." All statements other than
statements of historical facts included or incorporated herein may constitute
forward-looking statements. Actual results could vary significantly from those
expressed or implied in such statements and are subject to a number of risks and
uncertainties. Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to be correct. The forward-looking statements
involve risks and uncertainties that affect the Company's operations, financial
performance, and other factors as discussed in the Company's filings with the
SEC. Among the factors that could cause results to differ materially are those
risks discussed in the periodic reports the Company files with the SEC. You are
urged to carefully review and consider the cautionary statements and other
disclosures made in those filings, specifically those under the heading "Risk
Factors." The Company does not undertake any duty to update any forward-looking
statement except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are included in this Report:
Exhibit No. Description
4.1 5% Secured Promissory Note, dated as of July 19, 2021, made to the
Company by EZ Global, Inc. and EZ Raider, LLC
10.1 Loan Agreement, dated as of July 19, 2021, by and among the
Company, EZ Global, Inc. and EZ Raider, LLC
10.2 Pledge and Security Agreement, dated as of July 19, 2021, by and
among the Company, EZ Global, Inc., EZ Raider, LLC and Moshe Azarzar
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