Item 1.01 Entry into a Material Definitive Agreement
On September 28, 2020, NewBridge Global Ventures, a Delaware corporation (the “Company”) entered into an employment agreement (the “Dalton Employment Agreement”) with Lance Dalton (“Mr. Dalton”) where Mr. Dalton agreed to serve as the President (“President”) of the Company effective as of August 1, 2020 until July 31, 2021 unless terminated earlier. Pursuant to the Dalton Employment Agreement, Mr. Dalton shall receive $1.00 as his annual base salary and shall receive reimbursements for any business-related expenses.
On August 25, 2020, GoFund, LLC (“GoFund”) and the Company entered into a settlement and mutual release agreement (“GoFund Settlement”), pursuant to which the Company agreed to issue and GoFund agreed to accept, as a full payment of $1,435,000 owed by the Company to GoFund as of August 26, 2020, one (1) share of series A preferred stock (“Series A Preferred Stock”) with such rights and preferences as set forth in the certificate of designation as described below. Upon the Company’s issuance of one share of Series A Preferred Stock to GoFund, GoFund and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement. Mr. Dalton was the managing member of GoFund at the time of the GoFund Settlement.
On August 31, 2020, the Company and Mr. Bourdon entered into a settlement and mutual release agreement (“Bourdon Settlement”), pursuant to which the Company agreed to issue and Mr. Bourdon agreed to accept, 5,000,000 shares of Common Stock as full payment for accrued but unpaid salary as of August 26, 2020 in the amount of $199,315 owed to Mr. Bourdon. Upon issuance of such 5,000,000 shares of Common Stock to Mr. Bourdon, Mr. Bourdon and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement.
On August 1, 2020, the Company entered into an advisor agreement (the “Advisor Agreement”) with Christopher H. Bourdon (“Mr. Bourdon”) pursuant to which Mr. Bourdon agreed to act as an advisor to the President of the Company until terminated with five-day advance notice by either the Company or Mr. Bourdon. In accordance with the Advisor Agreement, Mr. Bourdon is entitled to receive 5,000,000 shares of the Company’s common stock (the “Common Stock”), which shall vest and be issued to him on a monthly basis over one year in equal amounts; provided that all of the unvested award shares would vest upon the closing of the sale of the Company.
On September 28, 2020, the Company entered into an employment agreement (the “Farr Agreement”) with Everett Farr (“Mr. Farr”), the primary stockholder of AFAB, pursuant to which Mr. Farr agreed to act as the SVP Engineering of the Company effective as of August 1, 2020 until July 31, 2021 unless terminated earlier. Pursuant to the Farr Agreement, Mr. Farr shall receive $1.00 as his annual base salary and shall receive reimbursements for any business-related expenses. The Company deems the position of SVP Engineering to be an Executive Officer position.
On August 1, 2020, AFAB Industrial Service Inc. (“AFAB”), a Delaware corporation, and the Company entered into an asset purchase agreement (the “APA”), pursuant to which AFAB sold all of its right, title and interest in certain assets (listed in the Disclosure Schedules attached in the APA) in consideration for one (1) share of the Company’s newly created Series A Preferred Stock and the Company’s assumption of certain liabilities and obligations as listed in the APA. Everett Farr is the president of AFAB.
On September 28, 2020, the Company and Mr. Magallanes entered into a settlement and mutual release agreement (“Magallanes Settlement”), effective as of August 31, 2020, pursuant to which the Company agreed to issue and Mr. Magallanes agreed to accept, 7,500,000 shares of Common Stock as full payment for accrued but unpaid salary as of August 31, 2020 in the amount of $80,000 owed to Mr. Magallanes. Upon issuance of such 7,500,000 shares of Common Stock to Mr. Magallanes, Mr. Magallanes and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement.
On August 1, 2020, the Company entered into an employment agreement (the “Magallanes Employment Agreement”) with Jesse Magallanes (“Mr. Magallanes”), pursuant to which Mr. Magallanes agreed to serve as the Chief Operating Officer (“COO”) of the Company effective immediately until July 31, 2021 unless terminated earlier. In accordance with the Magallanes Employment Agreement, the Company agreed to pay Mr. Magallanes a monthly base salary of $10,000 from the earlier of: (i) the event of a Qualified Financing or (ii) the Board of
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Directors determines that the Company is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld. . Pursuant to the Magallanes Employment Agreement, Mr. Magallanes will be entitled to a bonus of $25,000 upon the successful closing of a Qualified Financing, which refers to any third party financing in the aggregate amount of no less than Two Million Five Hundred Thousand Dollars ($2.500.000). The Company deems Mr. Magallanes to be an Executive Officer. Mr. Magallanes is the step-son of Lance Dalton.
On August 31, 2020, the Company and Innovative Separations, LLC (“Innovative Separations”) entered into an assignment and assumption of membership interests (the “Membership Assignment Agreement”), pursuant to which Innovative Separations assigned and transferred its 50% of membership interest in Innovative Separations NB, LLC to the Company for consideration of 1,500,000 shares of the Company’s Common Stock.
On September 1, 2020, the Company entered into an employment agreement (the “Brown Employment Agreement”) with Brent Brown (“Mr. Brown”), pursuant to which Mr. Brown agreed to serve as the Controller of the Company effective immediately until August 30, 2021 unless terminated earlier. In accordance with the Brown Employment Agreement, the Company agreed to pay Mr. Brown a monthly base salary of $7,000 from the earlier of: (i) the event of the initial Qualified Financing or (ii) the Board of Directors determines that the Company is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld. In addition, the Brown Employment Agreement provides that Mr. Brown would be granted 1,000,000 shares of the Company’s Common Stock, 25% of which shall vest upon the closing of the initial financing and all of the unvested shares shall vest at the first anniversary of the Brown Employment Agreement. Pursuant to the Brown Employment Agreement, Mr. Brown will receive a bonus of $10,000 upon the successful closing of the initial Qualified Financing and also may be eligible for a bonus of a certain targeted amount based on achievement of certain bonus objectives specific to Mr. Brown’s role.
On September 1, 2020, Rob Summers (“Mr. Summers”) and the Company entered into an interim services agreement (the “Summers Agreement”), pursuant to which Mr. Summers agreed to provide accounting and financial reporting services to the Company in order to assist the Company to fulfill its reporting obligations under the U.S. securities laws. The Summers Agreement has the minimum term of one year and may be terminated with written notice by either party. In accordance with the Summers Agreement, the Company agreed to pay Mr. Summers a fee of 1,000,000 shares of the Company’s Common Stock for his services. In addition, the Summers Agreement provides that the Company shall pay Mr. Summers a bonus of $50,000 upon the successful closing of the initial Qualified Financing.
The foregoing description of various agreements are not and do not purport to be complete, and is qualified in its entirety by reference to these agreements attached as Exhibits 10.1- 10.11 listed in the Exhibit Index. The foregoing description of the COD for Series A Preferred Stock is not purported to be complete and is qualified in its entirety by reference to the COD attached herein as Exhibit 3.1.