UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 9, 2015
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Ecrypt Technologies, Inc. |
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(Exact name of registrant as specified in its charter) |
Colorado
(State or Other Jurisdiction of Incorporation)
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000-1449574 |
32-0201472 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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2028 E Ben White Blvd, Suite 240-2835, Austin, Texas |
78741 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(866) 204-6703
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On July 20, 2015, Ecrypt Technologies, Inc. (the "Company") entered into a Settlement Agreement (the "Micro-Tech Settlement Agreement") with Micro-Tech Industries, Ltd., lender and preferred shareholder of the Company ("Micro-Tech"). Micro-Tech owns 839,500 shares of the Company's 2,622,500 issued and outstanding shares of Series A Convertible Preferred Stock (the "Micro-Tech Preferred Stock"). On or about July 14, 2015, Global Capital Partners, LLC, returned 2,377,500 shares of Series A Convertible Preferred Stock to the Company's transfer agent for cancellation pursuant to its settlement agreement with the Company previously reported in the Company's Current Report on Form 8-K filed on June 16, 2015, and after that cancellation, there were only 2,622,500 shares of Series A Convertible Preferred Stock issued and outstanding. Pursuant to the Micro-Tech Settlement Agreement, Micro-Tech agreed to immediately return all of the Micro-Tech Preferred Stock to the Company for cancellation in consideration for the Company issuing 7,975,250 shares of common stock to Micro-Tech.
Also on July 20, 2015, the Company entered into a Settlement Agreement (the "Whonon Settlement Agreement") with Whonon Trading S. A., lender and preferred shareholder of the Company ("Whonon"). Whonon owns 1,783,000 shares of the Company's 2,622,500 issued and outstanding shares of Series A Convertible Preferred Stock (the "Whonon Preferred Stock"). Pursuant to the Whonon Settlement Agreement, Whonon agreed to immediately return all of the Whonon Preferred Stock to the Company for cancellation in consideration for the Company issuing 16,938,500 shares of common stock to Whonon.
The foregoing descriptions of the Micro-Tech Settlement Agreement and the Whonon Settlement Agreement and the terms thereof are qualified in their entirety by the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to, and incorporated by reference in, this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 17, 2015, the Company completed the acquisition of assets of Dependable Critical Infrastructure, Inc. ("DCI") previously reported in the Company's Current Report on Form 8-K filed on June 9, 2015. The Company purchased contract rights, office furniture, an IBM server, a 2011 Chevrolet Silverado 2500 Diesel truck, and accounts receivable after January 1, 2015, from DCI. The Company's CEO and one of its director, Dr. Cellucci, is the CEO, one of the directors, and a minority owner of DCI. The purchase price of the assets was $200,000, paid on or about June 19, 2015, 30,184,528 shares of common stock issued between July 9, 2015 and July 17, 2015, and 264,503 shares of Series B Preferred Stock issued on July 17, 2015.
Item 3.02 Unregistered Sales of Equity Securities.
On July 9, 2015, the Company issued 30,184,496 shares of common stock to five of the six owners of DCI pursuant to the Company's acquisition of assets from DCI described herein, and on July 17, 2015, the Company issued an additional 32 shares of common stock and 264,503 shares of Series B Preferred Stock to the remaining owner of DCI. The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 9, 2015, the Company amended its Articles of Incorporation in the State of Colorado to designate a series of preferred stock, the Series B Preferred Stock. 350,000 shares of preferred stock were designated as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at the election of the holder into 100 shares of common stock, subject to a 4.9% beneficial ownership limitation, but has no voting rights until converted into common stock. The holders of the Series B Preferred Stock do not have any rights to dividends or any liquidation preferences.
July 20, 2015, the Company amended its Articles of Incorporation in the State of Colorado to designate a series of preferred stock, the Series C Preferred Stock. 1,000,000 shares of preferred stock were designated as Series C Preferred Stock. Each share of Series C Preferred Stock is convertible at the election of the holder into 100 shares of common stock, and entitles the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. The holders of the Series C Preferred Stock do not have any rights to dividends or any liquidation preferences.
The foregoing descriptions of the rights and preferences Series B Preferred Stock and Series C Preferred Stock are qualified in their entirety by the full text of the Certificates of Designation, which are filed as Exhibits 3.1 and 3.2 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this report:
| 3.1 | Certificate of Designation of Series B Preferred Stock. |
| 3.2 | Certificate of Designation of Series C Preferred Stock. |
| 10.1 | Micro-Tech Settlement Agreement dated July 20, 2015. |
| 10.2 | Whonon Settlement Agreement dated July 20, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ECRYPT TECHNOLOGIES, INC. |
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Date: July 23, 2015 |
By: |
/s/ Thomas A. Cellucci |
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Thomas A. Cellucci |
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Chief Executive Officer |
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EXHIBIT 3.1
CERTIFICATE OF DESIGNATION OF
SERIES B PREFERRED STOCK OF
ECRYPT TECHNOLOGIES, INC.
eCrypt technologies, Inc., d/b/a Ecrypt Technologies Inc., a corporation organized and existing under and by virtue of the provisions of the Colorado Revised Statutes (the "Colorado Revised Statutes" or "CRS")
DOES HEREBY CERTIFY:
| 1. | That the name of this corporation is eCrypt technologies, Inc., and that this corporation was originally incorporated pursuant to the Colorado Revised Statutes on April 19, 2007 | ||
| 2. | Pursuant to the authority expressly granted to and vested in the Board of Directors of eCrypt technologies, Inc. (the "Corporation") under the Colorado Revised Statutes and by Article 12 of Corporation's Articles of Incorporation (the "Articles"), there is hereby created, and the Corporation is hereby authorized to issue, a series of convertible preferred stock, $.0001 par value, which shall have, in addition to the rights, restrictions, preferences and privileges set forth in the Articles, the following terms, conditions, rights, restrictions, preferences and privileges: |
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I. |
DESIGNATION AND AMOUNT |
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a. |
A series of convertible preferred stock is hereby designated as "Series B Convertible Preferred Stock" in the amount of Three Hundred Fifty Thousand (350,000) shares (the "Series B Preferred Stock"). |
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II. |
VOTING |
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a. |
The Series B Preferred Stock shall have no voting rights prior to the conversion of shares into common stock of the Corporation, at which time the then-converted common shares shall have the same voting rights as the other common shares. |
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III. |
CONVERSION |
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a. |
The holders of the outstanding shares of Series B Preferred Stock shall have the following conversion rights (the "Conversion Rights"): |
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i. |
Right to Convert . At the option of the holder thereof, each share of Series B Preferred Stock shall be convertible, at the office of the Corporation, at any time, into one hundred (100) fully paid and non-assessable shares of the Corporation's Common Stock. |
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ii. |
Mechanics of Conversion . Each holder of outstanding shares of Series B Preferred Stock who desires to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation together with written notice to the Corporation stating that such holder elects to convert the same and the number of shares of Series B Preferred Stock being converted (the "Conversion Notice"). Thereupon, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. Such conversion shall be deemed to have been made on the date of such surrender of the certificate or certificates representing the shares of Series B Preferred Stock to be converted together with the Conversion Notice (the "Conversion Date"), and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on the Conversion Date. |
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Adjustment for Stock Splits and Combinations . If the Corporation at any time or from time to time after the date that the Amendment to the Articles creating the Series B Preferred Stock was filed with the Colorado Secretary of State (the "Filing Date") effects a division of the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately decreased and, conversely, if the Corporation at any time, or from time to time, after the Filing Date combines the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately increased. Any adjustment under this Section shall be effective on the close of business on the date such division or combination becomes effective. |
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iv. |
Reorganizations, Mergers, Consolidations or Sales of Assets . If, at any time or from time to time after the Filing Date, there is a capital reorganization of the Common Stock, a merger or consolidation of the Corporation into or with another corporation or a sale of all or substantially all of the Corporation's properties and assets to any other person, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made such that the holders of outstanding shares of Series B Preferred Stock shall thereafter receive upon conversion thereof the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of the number of shares of Common Stock into which their shares of Series B Preferred Stock were convertible would have been entitled on such capital reorganization, merger, consolidation or sale. |
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v. |
Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the shares of Series B Preferred Stock. If any fractional shares result from a conversion, the total number of shares of Common Stock issued upon conversion shall be rounded down to the total number of whole shares of Common Stock issuable upon conversion. |
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IV. |
LIMITATIONS ON CONVERSION |
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a. |
Beneficial Ownership . Notwithstanding anything to the contrary contained herein, the Corporation shall not effect any conversion of Series B Preferred Stock, and no holder shall have the right to convert any Series B Preferred Stock (or otherwise acquire conversion shares with respect to Series B Preferred Stock), to the extent that after giving effect to the issuance of Common Stock upon such conversion (or other issuance), the holder would beneficially own in excess of 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon such conversion (including for such purpose the shares of Common Stock issuable upon such conversion or issuance) ("Beneficial Ownership Limitation"). For purposes of calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by such holder shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Regulation 13D-G), provided, however, that such beneficial ownership shall exclude any shares of Common Stock issuable upon conversion, exchange or conversion of (or purchase of Common Stock under) any convertible securities or options outstanding at the time of determination and beneficially owned by such holder which contain a limitation on conversion, exchange, conversion or purchase analogous to the Beneficial Ownership Limitation contained herein. To the extent that the Beneficial Ownership Limitation contained herein applies, the determination of whether and to what extent a holder's Series B Preferred Stock is convertible (vis-À-vis other convertible securities or options, including without limitation other Series B Preferred Stock, beneficially owned by such holder) shall be on the basis of first submission to the Corporation for conversion, exchange, conversion or purchase, as the case may be, or as otherwise determined in the sole discretion of such holder, and the submission of a Conversion Notice shall be deemed to be such holder's determination of whether and to what extent such holder's Series B Preferred Stock is convertible (vis-À-vis such other convertible securities or options), in each case subject to the Beneficial Ownership Limitation. In determining the number of outstanding shares of Common Stock for purposes of calculating the Beneficial Ownership Limitation, the holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Corporation's most recent periodic report containing such information, (ii) a more recent public announcement by the Corporation, or (iii) any other notice or disclosure by the Corporation or the Corporation's transfer agent setting forth the number of shares of Common Stock outstanding, and the holder may rely on knowledge it may have concerning any shares of Common Stock issued which are not reflected in the preceding clauses (i) through (iii) (e.g., issuances to such holder upon a prior conversion of Series B Preferred Stock since the date as of which such number of outstanding shares of Common Stock was reported). Upon the written or oral request of the holder, the Corporation shall within two (2) Business Days confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. Each delivery of a Conversion Notice by a holder will constitute a representation by such holder that it has evaluated the limitation set forth in this paragraph and determined, based on this paragraph, that the issuance of the full number of conversion shares requested in such Conversion Notice is permitted under this paragraph, and the Corporation shall have no obligation to verify or confirm such determination. No changes to the Beneficial Ownership Limitation may be made by the holder or the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this provision (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Beneficial Ownership Limitation contained in this paragraph shall apply to a successor holder of Series B Preferred Stock. |
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V. |
RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION |
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a. |
The Corporation shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, a number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock. Initially, the Corporation shall reserve 26,450,332 shares of common stock. |
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VI. |
NOTICES |
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a. |
Any notice required or permitted by the provisions of this Article to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the Colorado Business Corporation Act and shall be deemed sent upon such mailing or electronic transmission. |
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VII. |
NO OTHER RIGHTS DESIGNATED |
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a. |
Except as expressly designated herein, there are no other rights or preferences related to the Series B Preferred Shares, including without limitation any rights to dividends, liquidation preferences, or seniority to other classes and series of stock. |
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3. That the foregoing Certificate of Designation was approved by the holders of the requisite members of the Board of Directors of this Corporation in accordance with Section 7 of the Colorado Revised Statutes.
4. That this Certificate of Designation, which restates and integrates and further amends the provisions of this corporation's Certificate of Incorporation as provided herein, has been duly adopted in accordance with Section 7 of the Colorado Revised Statutes.
IN WITNESS WHEREOF, this Certificate of Designation of Series B Preferred Stock has been executed by a duly authorized officer of this corporation on this 24 day of June, 2015.
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ECRYPT TECHNOLOGIES, INC. |
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/s/ Charles Brooks |
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Charles Brooks, Director |
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/s/ Debbie King |
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Debbie King, Director |
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/s/ Thomas A. Cellucci |
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Thomas A. Cellucci, PhD MBA, CEO and Director |
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EXHIBIT 3.2
Exhibit A
CERTIFICATE OF DESIGNATION OF
SERIES C PREFERRED STOCK OF
ECRYPT TECHNOLOGIES, INC.
eCrypt technologies, Inc., d/b/a Ecrypt Technologies Inc., a corporation organized and existing under and by virtue of the provisions of the Colorado Revised Statutes (the "Colorado Revised Statutes" or "CRS")
DOES HEREBY CERTIFY:
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1. |
That the name of this corporation is eCrypt technologies, Inc., and that this corporation was originally incorporated pursuant to the Colorado Revised Statutes on April 19, 2007. |
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2. |
Pursuant to the authority expressly granted to and vested in the Board of Directors of eCrypt technologies, Inc. (the "Corporation") under the Colorado Revised Statutes and by Article 12 of Corporation's Articles of Incorporation (the "Articles"), there is hereby created, and the Corporation is hereby authorized to issue, a series of convertible preferred stock, $.0001 par value, which shall have, in addition to the rights, restrictions, preferences and privileges set forth in the Articles, the following terms, conditions, rights, restrictions, preferences and privileges: |
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I. |
DESIGNATION AND AMOUNT |
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a. |
A series of convertible preferred stock is hereby designated as "Series C Convertible Preferred Stock" in the amount of One Million (1,000,000) shares (the "Series C Preferred Stock"). |
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II. |
VOTING |
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a. |
Each share of Series C Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. |
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b. |
Except as otherwise provided herein, in the Articles of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock, or by law, the holders of shares of Series C Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. |
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c. |
Except as set forth herein, holders of Series B Preferred Stock shall have no special voting rights, and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. |
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III. |
CONVERSION |
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a. |
The holders of the outstanding shares of Series C Preferred Stock shall have the following conversion rights (the "Conversion Rights"): |
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i. |
Right to Convert . At the option of the holder thereof, each share of Series C Preferred Stock shall be convertible, at the office of the Corporation, at any time, into one hundred (100) fully paid and non-assessable shares of the Corporation's Common Stock. |
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ii. |
Mechanics of Conversion . Each holder of outstanding shares of Series C Preferred Stock who desires to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation together with written notice to the Corporation stating that such holder elects to convert the same and the number of shares of Series C Preferred Stock being converted (the "Conversion Notice"). Thereupon, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. Such conversion shall be deemed to have been made on the date of such surrender of the certificate or certificates representing the shares of Series C Preferred Stock to be converted together with the Conversion Notice (the "Conversion Date"), and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on the Conversion Date. |
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iii. |
Adjustment for Stock Splits and Combinations . If the Corporation at any time or from time to time after the date that the Amendment to the Articles creating the Series C Preferred Stock was filed with the Colorado Secretary of State (the "Filing Date") effects a division of the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately decreased and, conversely, if the Corporation at any time, or from time to time, after the Filing Date combines the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately increased. Any adjustment under this Section shall be effective on the close of business on the date such division or combination becomes effective. |
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iv. |
Reorganizations, Mergers, Consolidations or Sales of Assets . If, at any time or from time to time after the Filing Date, there is a capital reorganization of the Common Stock, a merger or consolidation of the Corporation into or with another corporation or a sale of all or substantially all of the Corporation's properties and assets to any other person, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made such that the holders of outstanding shares of Series C Preferred Stock shall thereafter receive upon conversion thereof the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of the number of shares of Common Stock into which their shares of Series C Preferred Stock were convertible would have been entitled on such capital reorganization, merger, consolidation or sale. |
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v. |
Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the shares of Series C Preferred Stock. If any fractional shares result from a conversion, the total number of shares of Common Stock issued upon conversion shall be rounded down to the total number of whole shares of Common Stock issuable upon conversion. |
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VI. |
NOTICES |
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a. |
Any notice required or permitted by the provisions of this Article to be given to a holder of shares of Series C Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the Colorado Business Corporation Act and shall be deemed sent upon such mailing or electronic transmission. |
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VII. |
NO OTHER RIGHTS DESIGNATED |
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a. |
Except as expressly designated herein, there are no other rights or preferences related to the Series C Preferred Shares, including without limitation any rights to dividends, liquidation preferences, or seniority to other classes and series of stock. |
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3. That the foregoing Certificate of Designation was approved by the holders of the requisite members of the Board of Directors of this Corporation in accordance with Section 7 of the Colorado Revised Statutes.
4. That this Certificate of Designation, which restates and integrates and further amends the provisions of this corporation's Certificate of Incorporation as provided herein, has been duly adopted in accordance with Section 7 of the Colorado Revised Statutes.
IN WITNESS WHEREOF, this Certificate of Designation of Series C Preferred Stock has been executed by a duly authorized officer of this corporation on this 20 day of July, 2015.
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ECRYPT TECHNOLOGIES, INC. |
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/s/ Thomas A. Cellucci |
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Thomas A. Cellucci, PhD MBA |
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Chief Executive Officer |
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EXHIBIT 10.1
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this "Agreement"), dated this 20 day of July, 2015, is entered into by and among eCrypt Technologies, Inc. d/b/a Ecrypt Technologies Inc., a Colorado corporation ("Ecrypt"), and Micro-Tech Industries Ltd. ("Micro").
RECITALS
WHEREAS, Ecrypt has designated and issued a total of 5,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock");
WHEREAS, Micro currently holds 839,500 shares of Preferred Stock (the "Preferred Stock");
WHEREAS, subject to the terms and conditions set forth in this Agreement, the parties hereto desire for Micro to return all of the Preferred Stock to the Company immediately for cancellation in consideration of the issuance of Ecrypt common stock to Micro as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1. Issuance of Common Stock . Ecrypt agrees to immediately issue 7,975,250 shares of Ecrypt common stock to Micro.
2. Cancellation of Preferred Stock . Micro agrees to immediately return all of the shares of Preferred Stock to Ecrypt for cancellation. Micro hereby agrees to surrender the stock certificate(s) representing the Preferred Stock to the Board of Directors of Ecrypt upon the execution of this Agreement duly endorsed and medallion guaranteed, and hereby agrees that the Preferred Stock shall be returned to Ecrypt's registrar and transfer agent for cancellation.
3. No Admission . Nothing in this Agreement shall be deemed or construed as an admission of liability or wrongdoing on the part of either party to this Agreement.
4. Governing Law . This Agreement shall be governed and construed under the laws of the State of Colorado.
5. Modifications; Waivers . No purported amendment or modification of this Agreement shall be effective unless it is in writing and signed by all parties hereto. No claimed waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party to be charged.
6. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. No representations, oral or otherwise, express or implied, other than those specifically contained in this Agreement, have been made between the parties.
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7. Counterparts. This Agreement may be executed in one or more subparts or counterparts, with actual, electronic or facsimile signatures, each of which shall be deemed an original, but all of which, together, shall be deemed to constitute a single document. For all purposes in this Agreement, a facsimile or electronic signature shall be deemed as acceptable as an original signature and shall be treated as such.
8. Costs of Enforcement. If either party is required to retain legal counsel in order to enforce this Agreement, with or without the commencement of a formal legal action, such party shall be entitled to recover its attorneys' fees and costs from the breaching party.
9. No Third-Party Beneficiaries. This Agreement is entered into by the parties for the exclusive benefit of the parties and their respective successors, assigns and affiliated persons referred to herein. Except and only to the extent provided by applicable statute, no creditor or other third party shall have any rights under this Agreement.
10. Further Acts . The parties shall promptly take such further acts and execute such other documents as shall be necessary to carry out the intent of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.
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ECRYPT: |
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Ecrypt Technologies, Inc. |
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By: |
/s/ Thomas A. Cellucci |
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Name: |
Thomas A. Cellucci |
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Title: |
CEO |
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MICRO: |
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Micro-Tech Industries Ltd. |
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By: |
/s/ Neil Yeatman |
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Name: |
Neil Yeatman |
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Title: |
Secretary |
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EXHIBIT 10.2
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this "Agreement"), dated this 20 day of July, 2015, is entered into by and among eCrypt Technologies, Inc. d/b/a Ecrypt Technologies Inc., a Colorado corporation ("Ecrypt"), and Whonon Trading S.A. ("Whonon").
RECITALS
WHEREAS, Ecrypt has designated and issued a total of 5,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock");
WHEREAS, Whonon currently holds 1,783,000 shares of Preferred Stock (the "Preferred Stock");
WHEREAS, subject to the terms and conditions set forth in this Agreement, the parties hereto desire for Whonon to return all of the Preferred Stock to the Company immediately for cancellation in consideration of the issuance of Ecrypt common stock to Whonon as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and partial waivers set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1. Issuance of Common Stock . Ecrypt agrees to immediately issue 16,938,500 shares of Ecrypt common stock to Whonon.
2. Cancellation of Preferred Stock . Whonon agrees to immediately return all shares of Preferred Stock to Ecrypt for cancellation. Whonon hereby agrees to surrender the stock certificate(s) representing the Preferred Stock to the Board of Directors of Ecrypt upon the execution of this Agreement duly endorsed and medallion guaranteed, and hereby agrees that the Preferred Stock shall be returned to Ecrypt's registrar and transfer agent for cancellation.
3. No Admission . Nothing in this Agreement shall be deemed or construed as an admission of liability or wrongdoing on the part of either party to this Agreement.
4. Governing Law . This Agreement shall be governed and construed under the laws of the State of Colorado.
5. Modifications; Waivers . No purported amendment or modification of this Agreement shall be effective unless it is in writing and signed by all parties hereto. No claimed waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party to be charged.
6. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. No representations, oral or otherwise, express or implied, other than those specifically contained in this Agreement, have been made between the parties.
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7. Counterparts. This Agreement may be executed in one or more subparts or counterparts, with actual, electronic or facsimile signatures, each of which shall be deemed an original, but all of which, together, shall be deemed to constitute a single document. For all purposes in this Agreement, a facsimile or electronic signature shall be deemed as acceptable as an original signature and shall be treated as such.
8. Costs of Enforcement. If either party is required to retain legal counsel in order to enforce this Agreement, with or without the commencement of a formal legal action, such party shall be entitled to recover its attorneys' fees and costs from the breaching party.
9. No Third-Party Beneficiaries. This Agreement is entered into by the parties for the exclusive benefit of the parties and their respective successors, assigns and affiliated persons referred to herein. Except and only to the extent provided by applicable statute, no creditor or other third party shall have any rights under this Agreement.
10. Further Acts . The parties shall promptly take such further acts and execute such other documents as shall be necessary to carry out the intent of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.
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ECRYPT: |
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Ecrypt Technologies, Inc. |
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By: |
/s/ Thomas A. Cellucci |
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Name: |
Thomas A. Cellucci |
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Title: |
CEO |
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WHONON: |
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Whonon Trading S.A. |
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By: |
/s/ Neil Yeatman |
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Name: |
Neil Yeatman |
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Title: |
Secretary |
|
2