SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2022 • EZRaider Co. • Refuse systems • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 10, 2022, by and between EZRAIDER CO., a Florida corporation, with headquarters located at 1303 Central Ave S, Unit D, Kent, WA 98032 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2022 • EZRaider Co. • Refuse systems • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of June 10, 2022, by and between EZRAIDER CO., a Florida corporation, with headquarters located at 1303 Central Ave S, Unit D, Kent, WA 98032 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with offices at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Investor”).
COMMON STOCK PURCHASE WARRANT EZRRAIDER CO.Security Agreement • June 16th, 2022 • EZRaider Co. • Refuse systems • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $880,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from EZRaider Co., a Florida corporation (the “Company”), up to 800,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 10, 2022, by and among the Company an
SECURITY AGREEMENTSecurity Agreement • June 16th, 2022 • EZRaider Co. • Refuse systems • Nevada
This SECURITY AGREEMENT (this “Agreement”) made and effective as of June 10, 2022, is executed by and between EZRaider Co., a Florida corporation (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among EZRAIDER GLOBAL, INC., a Nevada corporation and having a principal place of business at 124 Williams Ave S, Renton, WA 98057, U.S.A. (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
SHARE PURCHASE AGREEMENT dated as of March 23, 2021 by and among EZRAIDER GLOBAL, INC. GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among EZRAIDER GLOBAL, INC., a Nevada corporation and having a principal place of business at 124 Williams Ave S, Renton, WA 98057, U.S.A. (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • EZRaider Co. • Refuse systems • Washington
This Employment Agreement (the “Agreement”) is made and entered into November 18, 2021 (the “Effective Date”) between EZRAIDER CO., a Florida corporation (the “Company”), and Yoav Tilan (“Employee”). Company and Employee are sometimes referred to individually as “Party” and collectively as “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2022 • EZRaider Co. • Refuse systems • Florida
This Subscription Agreement (this “Agreement”) is dated as of _____ ____, 2021, by and among EZRaider Co., formerly known as E-Waste Corp., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among EZRAIDER CO., a Florida corporation, EZRAIDER GLOBAL INC., a Nevada corporation and E-WASTE ACQUISITION CORP., a Delaware corporation September 14, 2021Merger Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 14, 2021, by and among EZRAIDER CO., formerly known as E-WASTE CORP., a Florida corporation (the “Parent”), E-WASTE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”) and EZRAIDER GLOBAL, INC., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
TERMINATION OF CONSULTING AGREEMENTTermination of Consulting Agreement • May 13th, 2021 • E-Waste Corp. • Refuse systems • New York
THIS TERMINATION OF CONSULTING AGREEMENT (this “Agreement”) is entered into as of May 7, 2021, by and between E-Waste Corp., a Nevada corporation (the “Company”), and Benzions, LLC, a Delaware limited liability company (the “Consultant”).
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE ISSUED ON January 8, 2021Convertible Promissory Note • September 7th, 2022 • EZRaider Co. • Refuse systems
THIS FIRST AMENDMENT to the Note (as defined below) (the “Amendment”) is entered into as of June 7, 2022 (“Effective Date”), by and between EZ Raider, the LLC., a Washington limited liability (the “Company”), and Cooper Dubois (the “Lender”) (each the “Party”, collectively the “Parties”).
SECOND EXTENSION OF SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems
This Second Extension of Share Purchase Agreement (the “Second Extension”) to that certain Share Purchase Agreement dated as of February 10, 2021 (the “Agreement”) is effective as of August 31, 2021 (“Effective Date”) and is by and among D.S Raider Ltd., a company incorporated under the laws of Israel (“Company”); the persons and entities listed in Schedule I hereto (“Selling Shareholders”); and EZRAIDER Global, Inc., a company incorporated under the laws of the State of Nevada (“Purchaser”) (each of Company, Selling Shareholders and Purchaser, “Party”, and collectively, “Parties”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems
This Share Purchase Agreement (this “Agreement”) is made as of the 10th day of February 2021 (“Effective Date”) by and among D.S Raider Ltd., a company incorporated under the laws of Israel (“Company”); the persons and entities listed in Exhibit A hereto (“Selling Shareholders”); and EZRAIDER Global, Inc., a company incorporated under the laws of the State of Nevada (“Purchaser”) (each of Company, Selling Shareholders and Purchaser, “Party”, and collectively, “Parties”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 23rd, 2021 • E-Waste Corp. • Refuse systems • Florida
This Pledge and Security Agreement (this “Agreement”) is entered into as of this 19th day of July, 2021, with the effective date as of May 26, 2021 (the “Effective Date”) among EZRaider Global, Inc., a Nevada corporation (“EZ Global”), EZ Raider, LLC, a Washington limited liability company (“EZ Raider,” and together with EZ Global, collectively referred herein as the “Debtor”), Moshe Azarzar (the “Pledgor”), and E-Waste Corp., a Florida corporation (the “Secured Party”).
CONSULTING AGREEMENTConsulting Agreement • January 8th, 2021 • E-Waste Corp. • Refuse systems • North Carolina
This CONSULTING AGREEMENT (this “Agreement”), effective as of October 1, 2020, (the “Effective Date”), by and between E-Waste, Corp, a Florida corporation (the “Company”), and Tryon Capital, LLC, a North Carolina limited liability company (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • January 8th, 2021 • E-Waste Corp. • Refuse systems • North Carolina
This CONSULTING AGREEMENT (this “Agreement”), effective as of December 1, 2020, (the “Effective Date”) by and between E-Waste Corp, a Florida corporation (the “Company”), and Benzions LLC, a Delaware limited liability company (“Consultant”).
ASSIGNMENT OF PROMISSORY NOTEAssignment of Promissory Note • September 7th, 2022 • EZRaider Co. • Refuse systems • Washington
THIS ASSIGNMENT OF COVERTIBLE PROMISSORY NOTE (“Assignment”) is entered into effective as of June 7, 2022, by and among Cooper Dubois, an individual (“Assignor” or “Holder”) and CD EZR Holdings, LLC (“Assignee”) of that certain Promissory Note executed by in favor of Assignor dated January 8, 2021 (“Note”), attached hereto as Exhibit A and incorporated herein by reference. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning set forth in the Note.
DEBT SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASEDebt Settlement Agreement • October 1st, 2020 • E-Waste Corp. • Refuse systems • New York
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.”
RENEWAL OF EXCLUSIVE AUTHORIZED DISTRIBUTION AGREEMENTExclusive Authorized Distribution Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems
This Renewal of Exclusive Authorized Distribution Agreement (“Renewal Agreement”) is made ad entered into this 2nd day of September, 2021 (“Effective Date”), by and between EZ Raider LLC, a Washington Limited Liability Company, EZRaider Global Inc., a company incorporated under the laws of the State of Nevada (collectively, the “Distributor”), and D. S Raider Ltd, a company incorporated under the laws of Israel (“D.S Raider”). The Distributor and D.S Raider are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.
TERMINATION OF LEASE AGREEMENTTermination of Lease Agreement • July 15th, 2021 • E-Waste Corp. • Refuse systems • North Carolina
THIS TERMINATION OF LEASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2021, effective with the close of business on June 30, 2021 by and between E-Waste, Corp, a Florida corporation (the “Company”), and Tryon Capital, LLC, a North Carolina limited liability company (the “Consultant”).
Mr. Moshe (Mozy) Azarzar EZRaider CO./EZRaider Global Inc. Dear Mr. Azarzar, Re: Distribution in the U.S.A. Letter AgreementDistribution Agreement • September 7th, 2022 • EZRaider Co. • Refuse systems
Reference is made to that certain (i) Authorized Exclusive Distribution Agreement dated September 12, 2019, by and between D.S Raider Ltd. (“D.S Raider”) and EZ Raider LLC (“EZ LLC”) and the Renewal of Exclusive Distribution Agreement dated September 2, 2021 by and among D.S Raider, EZ LLC and EZRaider Global Inc. (“EZ Global” and, together with EZ LLC, the “Distributor”) (together, “Distribution Agreement”) and (ii) the Extension of Payment Schedule dated December 30, 2021 by and between D.S Raider and EZ Global, which modified certain terms of both the Distribution Agreement and the Share Purchase Agreement, dated February 21, 2021, by and between EZ Global, D.S Raider, and the shareholders of D.S Raider (as amended on March 30, 2021, and August 31, 2021) (the “SPA”) (“Dec. 2021 Letter”). Unless specifically indicated otherwise, all capitalized terms shall have the meaning ascribed to them in the Distribution Agreement and the Dec. 2021 Letter.
SUBSCRIPTION AGREEMENT E-WASTE CORP.Subscription Agreement • March 21st, 2012 • E-Waste Corp.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2022 • EZRaider Co. • Refuse systems • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of __________ __, 2021, entered into by and between EZRaider Co., a Florida corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”),
Authorized Exclusive Distribution AgreementExclusive Distribution Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems • England and Wales
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 16th, 2021 • E-Waste Corp. • Refuse systems • New York
This Subscription Agreement (this “Agreement”) is dated as of _________, 2021, by and among E-Waste Corp., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PROMISSORY NOTEPromissory Note • September 20th, 2021 • EZRaider Co. • Refuse systems • Washington
FOR VALUE RECEIVED, EZ Raider, LLC, a Washington limited liability company (“Borrower” and “Company”) hereby promises to repay to the order of Konrad Koss or their assigns (“Lender”), the amount of Two Hundred Thousand Dollars ($200,000.00) (the “Principal Amount”), in lawful money of the United States, with interest thereon, from the date of this promissory note (this “Note”) until paid in full. Borrower and Lender shall be individually and collectively referred to herein as the “Party” and “Parties” respectively.
WARRANTWarrant Agreement • September 7th, 2022 • EZRaider Co. • Refuse systems • Washington
THIS WARRANT (this “Warrant”) certifies that, for value received, the individual or entity defined in the signature block hereto or their registered assigns (the “Holder” or “Holders”), is entitled, subject to the terms set forth below, to purchase from EZRaider Co. (the “Company”) such number of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”) as defined in the signature block, exercisable at $2.50 dollars US (USD $2.50) per share (the “Exercise Price”), subject to adjustment hereunder. This Warrant may be exercised any time after issuance through and including January 8, 2026 (the “Expiration Date”), subject to the following terms and conditions set out in this Warrant, unless otherwise accelerated. On the Expiration Date, the Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems • Nevada
This Share Exchange Agreement, with an effective date of July 11, 2021, (this “Agreement”) is by and among, EZRaider Global Inc., a Nevada corporation (“the “Corporation”) and EZ Raider, the LLC, a Washington limited liability company (the “the LLC”) and the members of the LLC (the “the LLC Members”) as set forth on Schedule I hereto. For purposes of this Agreement, the Corporation, the LLC, and the LLC Members are sometimes collectively referred to as the “Parties” and individually as a “Party.”
AMENDMENT No. 1 TO PROMISSORY NOTE ISSUED ON March 12, 2020Promissory Note Amendment • September 20th, 2021 • EZRaider Co. • Refuse systems
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of July 11, 2021 (“Effective Date”), by and between EZ Raider, the LLC., a Washington limited liability (the “Company”), and Konrad Koss (the “Lender”) (collectively the “Parties”).
E-Waste Corp.Side Letter Agreement • June 1st, 2021 • E-Waste Corp. • Refuse systems
This side letter agreement (“Side Letter”) shall memorialize the understanding between EZ Global and E-Waste and confirm the agreement of the parties with respect to the following matters:
Purchase Agreement: EZRAIDERHAWAII - EZRAIDER GLOBALPurchase Agreement • September 20th, 2021 • EZRaider Co. • Refuse systems
EZRAIDER HAWAII, Established in 2019 for the purpose of sales and distribution of the EZRAIDER platform and vehicles in the state of Hawaii.
LOAN AGREEMENTLoan Agreement • July 23rd, 2021 • E-Waste Corp. • Refuse systems
THIS LOAN AGREEMENT (this “Agreement”) made this 19th day of July, 2021 with the effective date of May 26, 2021 (the “Effective Date”), by and among E-Waste Corp., a Florida corporation (“E-Waste” or “Lender”), EZRaider Global, Inc., a Nevada corporation (“EZ Global”), and EZ Raider, LLC, a Washington limited liability company (“EZ Raider, and collectively with EZ Global, the “Borrower”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2020 • E-Waste Corp. • Refuse systems • New York
This Subscription Agreement (this “Agreement”) is dated as of __________ __, 2020, by and between E-Waste Corp., a Florida corporation (the “Company”), and ____________________, a resident of _______________ (the “Purchaser”).
