1.01 Entry into a Material Definitive Agreement.
June 22, 2018 (the “Effective Date”), 12 ReTech Corporation, a Nevada corporation (the “Company”), entered
into an Equity Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (“Investor”)
pursuant to which Investor committed to purchase up to $12,000,000 of the Company’s common stock (the “Financing”).
connection with the Financing, the Company is obligated to issue 311,250 shares of the Company’s Series D-1 Preferred Stock
which is convertible, at the option of Investor into shares of our common stock, subject to a beneficial ownership limitation
of 4.99% of the then outstanding shares of common stock (the “Commitment Shares”).
connection with the Financing, the Company and Investor also entered into a Registration Rights Agreement (collectively, together
with the Purchase Agreement, the “Transaction Documents”).
terms not defined herein shall have the meaning set forth in the Transaction Documents which are attached hereto as Exhibits 10.1
and, 10.2 and incorporated by reference into this Item 1.01.
to the Financing, upon filing and effectiveness of a Registration Statement on Form S-1 and provided other closing conditions
are met, the Company shall have the right, but not the obligation, to direct the Investor to purchase shares of the Company’s
common stock (the “Put Shares”) (i) in a minimum amount of not less than $10,000.00 and (ii) in a maximum amount of
$500,000.00, provided that the number of Put Shares shall not exceed 200% of the Average Daily Trading Volume. At any time and
from time to time during the term of the Purchase Agreement (the “Commitment Period”), the Company may deliver a notice
to Investor (the “Put Notice”) and shall deliver the Put Shares to Investor via DWAC within two (2) trading days.
The Purchase Price for the Put Shares is 85% of the lowest one (1) traded price (as reported by Bloomberg Finance L.P. or other
reputable source) during the five (5) trading days immediately following the date the Investor receives the Put Shares via DWAC
associated with the applicable Put Notice (the “Valuation Period”). The closing of a Put Notice shall occur within
one (1) trading day following the end of the respective Valuation Period, whereby (i) the Investor Shall deliver the investment
amount to the Company by wire transfer of immediately available funds and (ii) Investor shall return surplus Put Shares if the
value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount. The Company shall
not deliver another Put Notice to Investor within seven (7) trading days of a prior Put Notice.
right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions,
including, but not limited to, (i) an effective Registration Statement on Form S-1 for resale by Investor of the Put Shares, (ii)
accuracy of the Company’s representations and warranties, (iii) the Company’s performance under the Purchase Agreement
in all material respects, (iv) no suspension of trading or delisting of common stock, (v) limitation of Investor’s beneficial
ownership to no more than 4.99%, (vi) the Company maintains its DWAC-eligible status, (vii) the Company maintains a sufficient
share reserve, and (viii) the minimum pricing for the Put Shares must exceed $0.0005.
to the terms of the Registration Rights Agreement, on or before July 1, 2018, the Company must file the Registration Statement
which relates to the resale by Investor of the Put Shares. The Company will reserve 100,000,000 shares of common stock from its
authorized and unissued common stock to provide for all issuances of common stock under the Transaction Documents and is required
to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock at
least three (3) times the number of shares of common stock obtained by dividing the remaining balance on the maximum commitment
amount by the Purchase Price. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any
understanding with it, will execute any short sales during the period from the date hereof to the end of the Commitment Period.
foregoing summary description of the terms of the Transaction Documents may not contain all information that is of interest to
the reader. For further information regarding the terms of the Transaction Documents, reference is made to such Transaction Documents,
which are filed hereto as Exhibits 10.1 and 10.2, and are incorporated herein by this reference.