Item 1.01 Entry Into a Material Definitive Agreement.
Consultant Agreement
On July 1, 2016, IDdriven, Inc. (“we,” “us,” or the “Company”) entered into a consultant agreement with John H. Shaw (the “Consultant Agreement”). Pursuant to the terms of the Consultant Agreement, the Company engaged Mr. Shaw to produce a number of corporate communications and investor relations projects and to provide consulting services for a period of 6 months (the “Services”). The Consultant Agreement is terminable at will by either the Company or Mr. Shaw upon one month’s advance written notice.
In return for the Services, the Company agreed to issue to Mr. Shaw 300,000 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) on September 30, 2016. The shares of Common Stock issued to Mr. Shaw have automatic “piggyback” registration rights at no cost to Mr. Shaw.
On September 30, 2016, the Company issued 300,000 shares of Common Stock to Mr. Shaw as required by the Consultant Agreement.
The Consultant Agreement also provides that the Company will reimburse Mr. Shaw for routine out of pocket expenses, such as local travel, copies, database subscription and North American telephone and fax costs. The Consultant Agreement also provides that the Company will reimburse Mr. Shaw within 10 days for extraordinary expenses, including travel outside of West Los Angeles, international phone calls over $25 per month or outsourced collateral material bulk printing, provided that the Company approves these expenses in writing in advance.
The Company has also agreed in the Consultant Agreement to indemnify Mr. Shaw and his employees or subcontractors for any liabilities incurred in connection with the provision of the Services, unless such liabilities are judicially determined to have resulted from the applicable person’s gross negligence or willful misconduct.
Securities Purchase Agreement – 10% Secured Promissory Note and Sale of Common Stock
On June 17, 2016 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “Agreement”) with an R & T Sports Marketing, Inc., an unrelated third party (the “Investor”). Pursuant to the terms of the Agreement, on the Effective Date, we issued to the Investor a 10% secured promissory note in exchange for payment to the Company of $100,000 (the “Note”), payable to the Company as set forth in the Note. The Agreement also provided that, in connection with the purchase of the Note, the Company would issue to the Investor 400,000 shares of Common Stock. On September 12, 2016, the Note was subsequently exchanged for a new secured convertible promissory note as disclosed and described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2016.
The Company issued 400,000 shares of Common Stock to the Investor on September 30, 2016, as required by the Agreement.
Pledge Agreement
The Company’s obligations pursuant to the Note, and therefore the Company’s obligations pursuant to the replacement note described above, are secured by a pledge of the 17,910,000 shares of Common Stock owned by Arend D. Verweij, our Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, pursuant to a stock pledge agreement, dated as of June 17, 2016, entered into between the Investor, as pledgee, and Mr. Verweij, as pledgor (the “Pledge Agreement”).
Under the terms of the Pledge Agreement, Mr. Verweij granted to the Investor a first priority lien on and a first priority security interest in the shares of Common Stock owned by Mr. Verweij, including all (i) capital, revenue, profit, income, gain or other property or proceeds, return on contribution or otherwise with respect to such shares, (ii) all securities, moneys or property representing dividends or interest on any of the such shares or representing a distribution in respect of such shares, or resulting from a split-up, revision, reclassification or other like change of the shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the shares; (iii) all right, title and interest of Mr. Verweij in, to and under any policy of insurance payable by reason of loss or damage to the shares; (iv) all other payments due or to become due to Mr. Verweij in respect of the shares; and (v) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.
In the event that the Company defaults under the Note, the Investor shall have the rights all the rights of a secured party under the Uniform Commercial Code as in effect in the State of Florida with respect to the pledged shares.
The descriptions of the terms and conditions of the Consultant Agreement, the Agreement and the Pledge Agreement above do not purport to be complete and are qualified in their entirety to the complete text of the Consultant Agreement, the Agreement and the Pledge Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and which are incorporated herein by reference.