|
Item
1.01
|
Entry
into a Material Definitive Agreement
|
Saad
Exchange
On
July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with Beau Saad, an individual (“Saad”), where, among other things, the Saad exchanged his earned, but unissued, 2,058,823
restricted common shares of the Company for two (2) newly issued Convertible Promissory Notes with the Company as the Maker.
The
2,058,823 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain
Share Purchase Agreement, dated February 23, 2016 for 1,470,588 restricted shares for $25,000 (“SPA #1”) and a certain
Share Purchase Agreement, dated March 8, 2016 for 588,235 restricted shares for $10,000 (“SPA #2”).
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.1 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Saad agrees to exchange his earned, but unissued, 2,058,823 restricted shares of the Company’s common stock from SPA #1
and SPA #2 for two (2) Convertible Promissory Notes with the Company as the Maker:
a. Convertible
Promissory Note #1, dated February 23, 2016, in principal amount of $25,000 to replace SPA #1, attached as Exhibit 1 hereto;
b. Convertible
Promissory Note #2, dated March 8, 2016, in principal amount of $10,000 to replace SPA #2, attached as Exhibit 2 hereto; and
c. The
Convertible Promissory Notes #1 and #2 may bear the following restrictive legend or variation thereof:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.”
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
Share Purchase Agreement, dated February 23, 2016 for 1,470,588 restricted shares for $25,000 (“SPA #1”) and a certain
Share Purchase Agreement, dated March 8, 2016 for 588,235 restricted shares for $10,000 (“SPA #2”), are qualified
in their entirety by reference to the full text of the Share Purchase Agreements, attached as Exhibit 10.2 and 10.3, respectively,
to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
The
Convertible Promissory Note #1, dated February 23, 2016, in principal amount of $25,000 to replace SPA #1; and the Convertible
Promissory Note, dated March 8, 2016, in principal amount of $10,000 to replace SPA #2, are qualified in their entirety by reference
to the full text of the Convertible Promissory Notes, attached as Exhibit 10.4 and 10.5, respectively, to the Current Report on
Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
Ciarello
Exchange
On
July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with Ray Ciarello, an individual (“Ciarello”), where, among other things, Ciarello exchanged his earned, but unissued,
735,294 restricted common shares of the Company for one (1) newly issued Convertible Promissory Note with the Company as the Maker.
The
735,294 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain Share
Purchase Agreement, dated February 23, 2016 for 735,294 restricted shares for $12,500 (the “SPA”).
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.6 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Ciarello agrees to exchange his earned, but unissued, 735,294 restricted shares of the Company’s common stock from the SPA
for a Convertible Promissory Note with the Company as the Maker:
a. Convertible
Promissory Note, dated February 23, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and
b. The
Convertible Promissory Note may bear the following restrictive legend or variation thereof:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.”
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
Share Purchase Agreement, dated February 23, 2016 for 735,294 restricted shares for $12,500 (the “SPA”) is qualified
in its entirety by reference to the full text of the Share Purchase Agreement, attached as Exhibit 10.7 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
The
Convertible Promissory Note, dated February 23, 2016, in principal amount of $12,500 to replace the SPA is qualified in its entirety
by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.8 to this Current Report on Form 8-K
filed with the Securities and Exchange Commission and incorporated herein by reference.
Schmidt
Exchange
On
July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with Bryce Schmidt, an individual (“Schmidt”), where, among other things, Ciarello exchanged his earned, but unissued,
625,000 restricted common shares of the Company for one (1) newly issued Convertible Promissory Note with the Company as the Maker.
The
625,000 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain Share
Purchase Agreement, dated March 8, 2016 for 625,000 restricted shares for $12,500 (the “SPA”).
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.9 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Schmidt agrees to exchange his earned, but unissued, 625,000 restricted shares of the Company’s common stock from the SPA
for a Convertible Promissory Note with the Company as the Maker:
a. Convertible
Promissory Note, dated March 8, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and
b. The
Convertible Promissory Note may bear the following restrictive legend or variation thereof:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.”
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
Share Purchase Agreement, dated March 8, 2016 for 735,294 restricted shares for $12,500 (the “SPA”) is qualified in
its entirety by reference to the full text of the Share Purchase Agreement, attached as Exhibit 10.10 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
The
Convertible Promissory Note, dated March 8, 2016, in principal amount of $12,500 to replace the SPA is qualified in its entirety
by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.11 to this Current Report on Form 8-K
filed with the Securities and Exchange Commission and incorporated herein by reference.
MSF
– Athena Exchange
On
July 5, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with MSF International, Inc. (“MSF”), where, among other things, the Company and MSF agreed to exchange MSF’s
Eighteen and Two-Tenths percent (18.2%) equity in Athena Brands, Inc., a subsidiary of the Company, for a Promissory Note, with
original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker. This Exchange
Agreement left the Company with 100% right, title and equity interest in and to Athena Brands, Inc.
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.12 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
MSF agrees to exchange its Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal
amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker AND the Company agrees to exchange
MSF’s Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of
Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker (hereinafter the “Exchange”).
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
Promissory Note, dated July 5, 2016, in principal amount of $350,000 issued in accordance with the terms of the Exchange Agreement
is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.13 to this
Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
MSF
Exchange – Extension
On
January 5, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange
Agreement”) with MSF International, Inc. (“MSF”), where, among other things, the Company and MSF agreed to exchange
the Original Promissory Note, dated July 5, 2016 with principal amount of $350,000 and due on January 5, 2017 (the “Original
Note”), for a new Convertible Promissory Note, with convertible feature, with a new due date of July 5, 2017 with the Company
as the Maker (the “New Note”).
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.14 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
MSF agrees to exchange the Original Note for the New Note with new due date and convertible feature AND the Company agrees to
exchange the Original Note for the New Note with new due date and convertible feature (hereinafter the “Exchange”).
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.14 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
new Convertible Promissory Note, dated July 5, 2016, in principal amount of $350,000 issued in accordance with the terms of the
Exchange Agreement is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as
Exhibit 10.15 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by
reference.
Rios
Exchange – Extension
On
February 1, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange
Agreement”) regarding a Convertible Promissory Note, in default at the time, with Rios (“MSF”), where, among
other things, the Company and Rios agreed to exchange the Original Promissory Note, dated April 30, 2016 and reissued on August
15, 2016, with principal amount of $100,000 and due on November 1, 2016 (the “Original Note”), for an extended due
date Convertible Promissory Note, with a new due date of July 5, 2017, with the Company as the Maker (the “New Note”).
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.16 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Rios agrees to exchange the Original Note for the New Note with new due date and revised convertible feature AND the Company agrees
to exchange the Original Note for the New Note with new due date and revised convertible feature (hereinafter the “Exchange”).
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.16 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
new Convertible Promissory Note, dated April 30, 2016, in principal amount of $100,000 issued in accordance with the terms of
the Exchange Agreement is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached
as Exhibit 10.17 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein
by reference.
Messina
Exchange
On
April 3, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with Sam J. Messina, III, an individual and a former member of our Board of Directors, resignation effective March 31, 2017 (“Messina”),
where, among other things, the Company and Messina exchanged Messina’s Two Hundred and Fifty Thousand (250,000) shares of
the Company’s Preferred Class ‘C’ Stock for amendment and restatement of Messina’s five (5) Convertible
Promissory Notes with the Company.
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.18 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Messina agrees to exchange his Two Hundred and Fifty Thousand (250,000) shares of the Company’s Preferred Class ‘C’
Stock for amendment and restatement of his five (5) Convertible Promissory Notes with the Company:
|
a.
|
Convertible
Promissory Note, dated April 30, 2016, in principal amount of $52,500;
|
|
b.
|
Convertible
Promissory Note, dated July 31, 2016, in principal amount of $37,500;
|
|
c.
|
Convertible
Promissory Note, dated October 31, 2016, in principal amount of $37,500;
|
|
d.
|
Convertible
Promissory Note, dated January 31, 2017, in principal amount of $37,500; and
|
|
e.
|
Convertible
Promissory Note, dated March 31, 2017, in principal amount of $25,000 to include an amended
conversion feature.
|
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.18 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.
The
Convertible Promissory Note, dated April 30, 2016, in principal amount of $52,500; and the Convertible Promissory Note, dated
July 31, 2016, in principal amount of $37,500 are qualified in their entirety by reference to the full text of the Convertible
Promissory Notes, attached as Exhibit 10.19 and 10.20, respectively, to the Current Report on Form 8-K filed with the Securities
and Exchange Commission and incorporated herein by reference.
The
Amended and Restated Convertible Promissory Note, dated April 30, 2016, in principal amount of $52,500; and the Amended and Restated
Convertible Promissory Note, dated July 31, 2016, in principal amount of $37,500 are qualified in their entirety by reference
to the full text of the Amended and Restated Convertible Promissory Notes, attached as Exhibit 10.21 and 10.22, respectively,
to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
Vanis
Exchange
On
July 3, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”)
with V. Scott Vanis, an individual and a member of our Board of Directors and an Officer of the Company, (“Vanis”),
where, among other things, the Company and Vanis exchanged Vanis’ accrued salary, for fiscal year 2017 (August 1, 2016 through
July 31, 2017), in amount of Two Hundred and Twenty-Five Thousand Dollars and 00/100 Cents ($225,000.00), One Hundred Twelve Thousand
Five Hundred Twenty-Six (112,526) shares the Company’s Preferred Class ‘B’ Stock AND Two Hundred and Fifty Thousand
(250,000) shares of the Company’s Preferred Class ‘C’ Stock for Five Hundred Thousand Shares (500,000) of the
Company’s Preferred Class ‘A’ Stock.
The
summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.23 to this Current Report
on Form 8-K filed with the Securities and Exchange Commission):
Exchange.
Vanis agrees to forgive his accrued salary, for fiscal year 2017 (August 1, 2016 through July 31, 2017), in amount of Two Hundred
and Twenty-Five Thousand Dollars and 00/100 Cents ($225,000.00), One Hundred Twelve Thousand Five Hundred Twenty-Six (112,526)
shares the Company’s Preferred Class ‘B’ Stock AND Two Hundred and Fifty Thousand (250,000) shares of the Company’s
Preferred Class ‘C’ Stock for Five Hundred Thousand Shares (500,000) of the Company’s Preferred Class ‘A’
Stock (hereinafter the “Exchange”) for services performed as the Company’s CEO.
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement,
attached as Exhibit 10.23 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated
herein by reference.