EXHIBIT 10.1
Binding Heads of Terms Agreement
This Heads of Terms Agreement (" HTA ") is effective as of the date first signed below and is made by and between:
? Aruls Environment and Green Ozone Pvt. Ltd. c/o of Sundaram Arulrhaj Hospitals, 145/5-B, Jeyaraj Road, Tuticorin 628 002, Tel: 0461-2320061, 2322661, 4200061, 6538061; Fax: 0461 – 2338661, e.mail: d r a r u lr ha j @ g m a il. co m , www . a r u l senv ir on m en t. co m , www . d r a r u lr ha j. co m (together "AEGOPL’) based in the Republic of India, and
? A group of international investors to be independently sourced and arranged by AEGOPL (the ‘Investors’) and represented herein by Jayesh Tanna, Jose Capote, and Jivabhai Rambhai Khunti, and
? E-Waste Systems, Inc. and its subsidiaries ( www . e w as t esys t e m s . co m ), a USA publicly traded and fully compliant reporting company regulated by the United States Securities and Exchange Commission (the ‘SEC’) and Taking Advice Ltd (‘TAL’) which is a UK Registered Auditor and Chartered Certified Accountant, governed by the UK’s Financial Services Authority, which provides EWSI with a range of services including cloud-based statutory accounting and auditing, tax preparation and advice for selected subsidiaries and affiliates, (together ‘ESWI’) (OTC: EWSI) and
? AEGOPL and EWSI are each herein a (‘Party’) and jointly (the ‘Parties’)
Introduction
? EWSI, through its subsidiaries, licensees, partners and affiliates, offers customized end-to-end branded (eWaste™) solutions including recycling plant engineering and related technologies (ePlant1000™ and others), carbon credit analysis and trading (eWasteCC™), IT Asset Recovery Services (eAsset™), E- Management Services (eVolve™), Electronics Reverse Logistics Services (eRLOG™) and Incubation Services (eIncubator™) (collectively the ‘Services’), and
? AEGOPL is a group of professionals some of which have extensive international executive experience in building companies and which together wish to establish a presence in the USA for the establishment of a Waste to Energy and Resources business which may also include recycling and reverse logistics market in the USA as a first step before doing the same in the Republic of India (‘India’) and South-East Asia, and Canada
? As part of this collaboration, AEGOPL plan to cement their presence in the USA through the acquisition of an existing Public Company through a Reverse Take-Over (RTO).
? A professional and ownership collaboration between AEGOPL and their related companies, the Investors and EWSI, is desired by the Parties in order to implement the project objectives.
I T I S HEREB Y AGREE D as follows:
1. Purpose
The Parties agree to enter into this HTA in order to plan for and then execute a joint venture between themselves with the following goals and objectives:
a. For AEGOPL:
i. Acquire a target Public Company (PubCo) vehicle for undertaking the RTO
- 1 -
ii. To establish a functional presence in the USA from which it can generate credibility in advance of application for government support to open recycling and environmental operations in India, Canada & other parts of the World
iii. To provide a base of operation in the New York region whereby their existing relations with Bhima Ranmal, and others which may be used to expand sales and profits
iv. To obtain executive positions for certain of the professionals in AEGOPL
v. To create an accelerated revenue and profit stream initially in the USA and ultimately in India, Canada & other parts of the World
b. For EWSI:
i. To expand its business and grow profits initially in the USA and later into India, South- East Asia and other parts of the world
ii. Expand its capital raising to support its growth
iii. To create superior value for its stakeholders
c. For the Investors:
i. Obtain a superior return on investment through investment into public securities,
ii. Utilize the investment into EWSI to fund the acquisition of the target PubCo for the RTO and thus to invest into at least two public companies
d. Generally extend the customer base, expand geographies and grow sales of and with EWSI
e. Create increased capital value for all Parties
2. Contribution of the Parties
a. AEGOPL shall contribute and do the following:
i. Investment into EWSI of initially US$750,000, to be used as stated in the Use of Proceeds, detailed below; with such funds coming from qualified investors under SEC regulations:
Proposed Use of Proceeds:
• USD $500,000 for the acquisition of the target PubCo for the RTO
• USD $250,000 as working capital for the development of e-waste projects in New York area
ii. EWSI will, in turn receive shares in the new PubCo, equal to 2.5% of the post-acquired PubCo common stock plus warrants in the PubCo to be negotiated under the formal Share Exchange Agreement associated with the RTO. .
iii. Enter into an exclusive contract with EWSI for the expansion of their New York e-waste recycling center. The Capital Investment required for this expansion will be made via the RTO Company and shall be a further $1.75M This investment will be subject to due diligence to be undertaken by the AEGOPL and it's investment partners and the new management of the PubCo
iv. Based on the successful collaboration on the New York project, the Parties would negotiate a Joint Venture agreement to establish regional and/or national eWaste recycling and environmental business(es) in India
- 2 -
b. EWSI shall contribute and do the following:
i. Shall offer AEGOPL investors securities in EWSI in one of the following forms, to be decided by the investor:
i. Restricted common stock at a 30% discount to the current 20 day volume weighted average price (‘VWAP’) per share with voting rights, or
ii. Series A Convertible Redeemable Preferred Shares priced at $1000/share with a 10% coupon to maturity, a 30% redemption premium, and option to convert, at a price of $1100, into common stock at a 25% discount to the 20 day VWAP with voting available upon conversion
iii. Series B Preferred Stock at $1000 per share with super voting rights and 25% redemption premium but no conversion rights
iv. Convertible Debenture with 10% interest and the right to convert to free trading shares after 180 days at a price of 30% discount to the 20 day VWA
ii . Shall allow its fully licensed and permitted eWaste recycling operation in the State of New York, USA to become the platform for the Project, including its customer base, its facility, its inventory, its know-how, and its employees and management in the NY facility
iii. Provide such managerial and professional support for the Project required to at least maintain its current credentials, including ISO 9001, ISO 14001, R2, New York State licenses, etc.
iv. Provide assistance in obtaining Sponsorship visa’s for members of AEGOPL who intend to come to the USA as part of the Project’s management team
v. Through Taking-Account, provide AEGOPL with accounting and audit services for the Project
vi. Support and promote AEGOPL’s intent to expand internationally through the EWSI network, with specific focus on India
vii. Provide support to AEGOPL, as requested and if requested by AEGOPL in the implementation of the RTO
c. The Parties will jointly:
i. Enter into definitive agreements containing (but not limited to) the scope and precise legal structure of the project; the use of funds from the Investors; the management team to be deployed to run the project; the financial plan; the governance of the project, etc.
ii. Agree to execute the Use of Funds as in the schedule.
d. The Parties will each:
i. Be individually responsible for their own costs,
ii. Agree to abide by the highest legal and ethical standards, including at minimum the execution of a Code of Business Conduct and Ethics policy and Insider Trading Policy
iii. Agree to abide by Fair Trade Employment principles
iv. Agree to adopt the highest principles of respect for the environment in selecting companies and individuals as targets, clients, customers, etc.
- 3 -
3. Timing
Within 1 5 business days of the effective date of this HTA, EWSI shall deliver definitive investment documents to enable the closing of the investments within 7 5 days.
4. Intellectual Property
All work or materials developed or provided by either Party shall be owned exclusively by that Party and shall not be represented in any form as belonging to anyone other than the originating Party. Such work or materials shall include, but are not limited to, standard corporate documents, branding and intellectual property, operational data, notes, plans, customer lists, deal based documentation, specifications, designs, files, engineering technology, software (in source and object code form), and any proprietary solutions.
5. No Agency
The Parties agree that this HTA does not create any formal or informal agency, partnership or similar permanent relationship other than as described in this HTA and executed in the subsequent documents in support of this agreement, and neither Party shall have any right or authority to bind the other Party in any manner including, without limitation, any legal or financial obligation.
6. No Warranty
The Parties shall use reasonable efforts to ensure the suitability of all proposed solutions and plans but neither Party shall be providing any warranty or guarantees.
7. Legal Effect
This HTA is binding upon the Parties, however each Party agrees that it will not make any frivolous claim for damages or seek any other legal or equitable remedy against or from the other Party or against the other Party's affiliates arising from or in connection with this HTA other than by a serious breach of this HTA.
8. Confidentiality
This HTA and all information disclosed by one Party to the other in connection with the proposed collaboration shall be deemed Confidential Information and treated accordingly by the Parties. The Parties hereby affirm a separate Non-Disclosure Agreement signed between them.
9. Term and Termination
This HTA is effective from the date first signed below and shall continue in force until terminated by either Party giving the other Party at least 60 business days prior written notice. If the Parties subsequently execute definitive agreements, any such agreements will supersede this HTA as of its/their effective date.
10. Exclusivity and Non-Circumvention
The rights and relationships arising under this HTA are exclusive to the Parties until Termination or until such time as the Parties may execute definitive agreements which may require extended exclusivity. Until the later of the Termination Date or the execution of any definitive agreement neither Party shall engage others to perform services the same as or similar to those contemplated by the Parties under this HTA, and shall not do or take any action which directly or indirectly circumvents the other Party in execution of the Project which is contemplated by this Agreement.
11. Public Company Obligations & Public Announcements
The Parties understand that EWSI is a publicly traded company under the jurisdiction of the United States Securities and Exchange Commission (the ‘SEC’) and that if in the opinion of EWSI’s counsel any agreements between the Parties, including this one, may be subject to requirements for filing with the SEC, in which case EWSI shall promptly do so and shall so notify AEGOPL with a copy of any such filing. Any other public statements, such as press releases, will specifically require joint approval by the Parties in advance of any release.
In addition, AEGOPL specifically agrees that they shall not execute any trading of EWSI’s common stock in any manner that would be in contravention of any trading laws of the SEC, or in violation of EWSI’s Insider Trading Policy or Code of Business Conduct and Ethics Policies, both of which are posted on EWSI’s website.
- 4 -
12. Governing Law
This HTA shall be construed and controlled by the Laws of Nevada, USA. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
On behalf of EWSI On behalf of AEGOPL
By: /s/ Martin Nielson By: /s/ Dr. Arulrhaj
Martin Nielson Dr. Arulrhaj
Chief Executive Officer
Effective Date: November 28, 2014 Effective Date: November 28, 2014
Jayesh Tanna Jose Capote
By: /s/ Joyesh Tanna By: /s/ Jose Capote
Joyesh Tanna Jose Capote
Effective Date: November 28, 2014 Effective Date: November 28, 2014
Jivabhai Rambhai Khunti
By: /s/ Jivabhai Rambhai Khunti
Jivabhai Rambhai Khunti
Effective Date: November 28, 2014
Attachments:
1. Uses of Funds Schedule
2. CV’s of the Key Individuals of AEGOPL and EWSI
- 5 -
Uses of Funds Schedule
Investment Category
Use
Amount
$500,000 RTO
Management FeeS
Legal Fees
Due Diligence Fees
Audit and Accounting Fees Stock Transfer Agent Fees FINRA Filing
Blue Sky Filing Fees State Filing Fees Market Maker Fees
Payment to Shell Owners
Post Closing Working Capital
$250,000 New York Working Capital
$1,750,000 New York Expansion
Upgraded capital equipment
• Next generation shredding and separating line
• Precious Metals processing line
• Leaded glass separation line
Hire additional sales, biz dev personnel
New management personnel from India
• Base Comp
• Expenses
- 6 -
