Replies to post #37112 on EcoloCap Solutions Inc. (fka ECOS)

[kennypooh]

tw2319...

"However, they are offering it up in the form of videos and pics of the equipment in action (in its current operational and working state), and "unfiltered" responses to the progression of the project, which to me, says a lot more than an "official pr". "

Read section 3.1 below from the BIO-Art agreenment... LRS needed to promote the process with it's customers in order to get their cooperation to sort and separate the bio-waste, or the idea might fail as it has in other US municipalities. The agreement also allowed the SELLER, ECOS/BIO-art LLC, the right to promote and demonstrate the machines to potential customers.

"Honestly, seeing the machine running, and churning the biodegradables through the process adds confidence to me and that is one of the reasons to add to my investment."

True, but your investment is only in one of the partners of the business, not in LRS or ECOS/BIO-art LLC? If Ecolocap Solutions Inc (ECOS) should fail in business, the other two can continue unharmed per the agreement, and you lose everything. ECOS/BIO-art LLC is jointly managed by both partners. When the net profits, if any, are allocated annually to LRS and ECOS., ECOS management can spend their portion on whatever they choose, even old debts or accrued salaries.

Seller = ECOS/BIO-art LLC (not Ecolocap Solutions Inc).
Buyer = LRS

"SECTION 3 ADDITIONAL AGREEMENTS.

3.1 Promotion. After acceptance of the Initial System, at the reasonable request of Seller, Buyer will cooperate with Seller to promote the System to its customers. Buyer will permit Seller to conduct demonstrations of the System at LRS Locations to potential customers during Buyer's regular business hours and in a manner that does not unreasonably disrupt the Buyer's business, with reasonable prior written notice, but in any event, not less than ten (10) Business Days prior to such demonstration.

3.2 Output. All Output generated from the Purchased Systems will be owned by Seller. Buyer will deliver to Seller or to Seller's customers, at the direction of Seller, (a) all Output generated by the Purchased Systems and (b) all containers required for the shipment and storage of the Output. All delivery costs and expenses incurred by Buyer in its delivery of the Output ("Output Delivery Expenses") shall be reimbursed by Seller pursuant to Section 3.3 below. Seller may in its sole and absolute discretion, further process and/or sell the Output under Seller's branding.

3.3 Net Tipping Fees. As additional consideration for the Systems, Buyer will pay to Seller Tipping Fee Sharing Payments (as defined herein), based on the gross tipping fees collected by Buyer from its customers for collection of waste that is input into the Purchased Systems ("Gross Tipping Fees"), for each calendar month or portion thereof after the date of acceptance by Buyer of the Initial System, as set forth herein. For purposes of this Agreement, each "Tipping Fee Sharing Payment" shall be an amount equal to ten percent (10%) of the sum of (x) all Gross Tipping Fees collected by Buyer in such period, less (y) Collection Costs (as defined herein) for such period. Within twenty (20) days following the end of each monthly period for which a Tipping Fee Sharing Payment may be owing, Buyer shall remit to Seller payment of an amount equal to the Tipping Fee Sharing Payment, if any, for such period less all Output Delivery Expenses owing to Buyer for such period (and any prior period), together with a reasonably detailed calculation of such amounts (the "Tipping Fee Sharing Payment Calculation"). The Tipping Fee Sharing Payment, Output Delivery Expenses, and all component amounts thereof, shall be determined by Buyer on a basis consistent with Buyer's ordinary accounting practices. In the event that Output Delivery Expenses for any period are greater than the Tipping Fee Sharing Payment for such period, Buyer will deliver the Tipping Fee Sharing Payment Calculation to Seller, together with a request for payment of the amount of Output Delivery Expenses that are in excess of the Tipping Fee Sharing Payment (the "Overage Expenses"). Seller shall remit to Buyer any Overage Expenses within twenty (20) Business Days after receipt of the Tipping Fee Sharing Payment Calculation. For purposes of this Agreement, "Collection Costs" means the costs incurred by Buyer, directly or indirectly, for the collection of waste that is input into the Purchased Systems, including all electricity; rent; labor and benefits; direct and indirect overhead; city, state and other local taxes or fees; transportation; and permits.

3.4 Exclusivity. If Buyer purchases at least five (5) Systems within eighteen months after the date on which the Initial System becomes Fully Operational, Buyer will have the exclusive right to own and operate Systems in the LRS Territories. Neither Seller nor any of its Affiliates (other than Buyer) will use, sell, lease or license any Systems in the LRS Territories, or otherwise permit any other Person to operate a System in the LRS Territories. Further, Seller may not, without giving thirty (30) days prior written notice to Buyer and obtaining Buyer's written consent, which may not be unreasonably withheld, own, lease, operate or sell the Technology in any geographic areas that are within one hundred (100) miles of any LRS Territories. For purposes of this Agreement, "LRS Territories" means the geographic area within a one hundred eighty (180) mile radius of any LRS Location where the Buyer operates a System, but specifically excludes any geographic area outside of a one hundred eighty (180) mile radius of 6132 Oakton St., Morton Grove, Illinois where Seller has granted any right to any other Person to operate a System in such area before Buyer begins operating a System at a new LRS Location which would otherwise expand the LRS Territories into such area. The exclusivity described in this Section 3.4 shall not apply to the ownership, license, operation or use of the System or the Output by any Person for agricultural purposes, which shall include the processing of manure, manure byproduct and hazardous waste."

https://www.sec.gov/Archives/edgar/data/1290506/000100201416000810/exh10-1.htm