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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/18 Basanite, Inc. 10-Q 9/30/17 73:6.7M Edgar Filing LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 545K
2: EX-10.1 License Agreement HTML 56K
3: EX-10.2 Amended License Agreement HTML 29K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
13: R1 Document and Entity Information HTML 40K
14: R2 Condensed Consolidated Balance Sheets HTML 110K
15: R3 Condensed Consolidated Balance Sheets HTML 39K
(Parenthetical)
16: R4 Condensed Consolidated Statements of Operations HTML 79K
(Unaudited)
17: R5 Condensed Consolidated Statement of Cash Flows HTML 112K
(Unaudited)
18: R6 Condensed Consolidated Statement of Cash Flows HTML 62K
(Unaudited) (Parenthetical)
19: R7 Organization, Nature of Business and Going Concern HTML 37K
20: R8 Summary of Significant Accounting Policies HTML 77K
21: R9 Recent Accounting Pronouncements HTML 30K
22: R10 Acquisition of Rockstar HTML 103K
23: R11 Notes Payable Related Party - Convertible HTML 51K
24: R12 Note Payable - Convertible HTML 27K
25: R13 Notes Payable HTML 25K
26: R14 Notes Payable - Related Party HTML 25K
27: R15 Purchase Order Financing HTML 26K
28: R16 Purchase Order Financing - Related Party HTML 24K
29: R17 Commitments and Contingencies HTML 56K
30: R18 Stockholders' Deficit HTML 51K
31: R19 Options and Warrants HTML 50K
32: R20 Related Parties HTML 27K
33: R21 Segments HTML 96K
34: R22 Concentrations HTML 24K
35: R23 Subsequent Events HTML 51K
36: R24 Summary of Significant Accounting Policies HTML 131K
(Policies)
37: R25 Summary of Significant Accounting Policies HTML 55K
(Tables)
38: R26 Acquisition of Rockstar (Tables) HTML 101K
39: R27 Notes Payable Related Party - Convertible (Tables) HTML 51K
40: R28 Commitments and Contingencies (Tables) HTML 37K
41: R29 Options and Warrants (Tables) HTML 40K
42: R30 Segments (Tables) HTML 93K
43: R31 Organization, Nature of Business and Going Concern HTML 50K
(Details)
44: R32 Summary of Significant Accounting Policies HTML 31K
(Narrative) (Details)
45: R33 Summary of Significant Accounting Policies (Fixed HTML 81K
assets) (Details)
46: R34 Summary of Significant Accounting Policies (Income HTML 44K
Taxes Narrative) (Details)
47: R35 Summary of Significant Accounting Policies HTML 34K
(Schedule of Income Tax Rate Reconciliation)
(Details)
48: R36 Summary of Significant Accounting Policies HTML 31K
(Schedule of the Components of Deferred Income
Taxes) (Details)
49: R37 Acquisition of Rockstar (Narrative) (Details) HTML 28K
50: R38 Acquisition of Rockstar (Consolidated Balance HTML 155K
Sheet with Retrospective Adjustments) (Details)
51: R39 Acquisition of Rockstar (Consolidated Balance HTML 50K
Sheet with Retrospective Adjustments) (Details)
(Parenthetical)
52: R40 Notes Payable Related Party - Convertible HTML 89K
(Narrative) (Details)
53: R41 Notes Payable Related Party - Convertible HTML 53K
(Schedule of Convertible Notes Payable) (Details)
54: R42 Note Payable - Convertible (Details) HTML 49K
55: R43 Notes Payable (Details) HTML 51K
56: R44 Notes Payable - Related Party (Details) HTML 39K
57: R45 Purchase Order Financing (Details) HTML 58K
58: R46 Purchase Order Financing - Related Party (Details) HTML 32K
59: R47 Commitments and Contingencies (Narrative) HTML 150K
(Details)
60: R48 Commitments and Contingencies (Schedule of Future HTML 34K
Minimum Rental Payments) (Details)
61: R49 Commitments and Contingencies (Schedule of Sales HTML 29K
Commission Percentages) (Details)
62: R50 Commitments and Contingencies (Schedule of HTML 35K
Remaining Obligations from Business Acquisition)
(Details)
63: R51 Stockholders Deficit (Details) HTML 527K
64: R52 Options and Warrants (Narrative) (Details) HTML 156K
65: R53 Options and Warrants (Summary of Options and HTML 60K
Warrants Activity) (Details)
66: R54 Related Parties (Details) HTML 66K
67: R55 Segments (Narrative) (Details) HTML 33K
68: R56 Segments (Details) HTML 50K
69: R57 Concentrations (Details) HTML 31K
70: R58 Subsequent Events (Details) HTML 454K
72: XML IDEA XML File -- Filing Summary XML 130K
71: EXCEL IDEA Workbook of Financial Reports XLSX 94K
7: EX-101.INS XBRL Instance -- paym-20170930 XML 2.10M
9: EX-101.CAL XBRL Calculations -- paym-20170930_cal XML 179K
10: EX-101.DEF XBRL Definitions -- paym-20170930_def XML 822K
11: EX-101.LAB XBRL Labels -- paym-20170930_lab XML 1.20M
12: EX-101.PRE XBRL Presentations -- paym-20170930_pre XML 989K
8: EX-101.SCH XBRL Schema -- paym-20170930 XSD 215K
73: ZIP XBRL Zipped Folder -- 0001553350-18-000332-xbrl Zip 169K
| FIRST AMENDMENT TO LICENSE AGREEMENT |
EXHIBIT 10.2
FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment to License Agreement (“First Amendment”), is entered on January 5, 2017, by and among RAW ENERGY MATERIALS, CORP., a Florida corporation (“Licensor” or “Raw Energy”) and ROCKSTAR ACQUISITIONS, LLC, a Florida limited liability company, (“Licensee” or “Rockstar Acquisitions”). [Each is a “Party” and together are the “Parties.” All initially capitalized terms used in this First Amendment shall have the same meanings ascribed to them in the License Agreement.]
RECITALS
A.
Raw Energy, as Licensor, and Rockstar Acquisitions, as Licensee, entered into that certain License Agreement having an effective date of December 11, 2016 (“License Agreement”). Raw Materials Corp, a Florida corporation (“Raw Materials”), joined in and consented in writing to certain terms and provisions in the License Agreement that applied to Raw Materials.
B.
Licensee has requested Licensor to expand the Licensed Territory under the License Agreement and Licensor is agreeable to do so, subject to the terms and conditions stated below.
In consideration of the mutual promises and covenants set forth in this First Amendment and other good and valuable consideration, the receipt and sufficiency of such consideration are acknowledged, the Parties agree to the following terms and conditions.
Notwithstanding anything to the contrary in the License Agreement, the following terms and conditions shall immediately apply and govern the Parties:
1.
Raw Energy, no later than February 6, 2017, shall transfer and assign all of its rights, title, interests, duties, responsibilities, privileges, benefits and obligations, as “Licensor” under the License Agreement, to a Don Smith owned and controlled legal entity who shall totally accept that transfer and assignment in all respects, by an assignment to be executed by those two legal entities. Upon full execution of that assignment, (a) the term “Licensor” under the Licensee Agreement and the First Amendment shall only mean and refer to that particular Don Smith owned and controlled legal entity specifically named as the assignee in that assignment and (b) Raw Energy will then be totally relieved of all liabilities, responsibilities, duties, obligations and performance under the Licensee Agreement and the First Amendment.
2.
Licensee, as partial consideration for Licensor’s agreement to expand the Licensed Territory under the License Agreement, shall pay the amount of $500,000 to Licensor on January 6, 2017, by wire transfer, as a fully non-refundable fee for the Option (defined below). Upon Licensor’s receipt of the Option fee, The Licensed Territory shall mean the state of Florida, the Caribbean Islands (excluding Cuba), and Peru (collectively the “Initial Licensed Territory”), together with the continental United States, subject to the terms and conditions contained in the License Agreement, as modified by the First Amendment.
3.
Licensee shall have until July 1, 2018 to commence its business operations for the sale of the Licensed Products in the Licensed Territory (“Option”). For purposes of this First Amendment, “commencement of Licensee’s business operations” shall mean that Licensee, at its own expense, will have sufficient production capabilities in effect to supply Licensed Products within a 750 mile radius (“Zone”) in the Licensed Territory, by the full-time and continuous operation, and in strict compliance with all applicable laws and regulations, of (a) a manufacturing plant (“Plant”) within the Zone that produces the Licensed Products for sale within the Zone or (b) a distribution/warehouse center (“Center”) within the Zone so that Licensee can timely ship and deliver, from the Center, complete
1
customer orders of finished Licensed Products within the Zone no later than 3 business days after Licensee’s date of receipt of a purchase order from a customer of Licensee in that Zone. For purposes of this First Amendment, “production capabilities” shall include either a Plant or Center within a Zone, plus all capital, inventory of raw materials and other components, labeling and packaging, staffing, machinery and equipment, in sufficient size and quantity equal to or more than what a best business practice in that industry possess, to manufacture (in the case of a Plant) or distribute (in the case of a Center) a sufficient quantity of finished Licensed Products to meet its customer orders in that Zone and which meet or exceed all applicable laws, regulations and quality control standards. If Licensee does not commence its business operations within a Zone, as more fully described above, by July 1, 2018, then the non-Zoned territories within the Licensed Territory shall automatically be excluded and removed from the Licensed Territory on that date, but the non-Zoned territories would then be subject to Licensee’s right of first refusal as described in paragraph 2 of the License Agreement.
4.
Licensor shall be entitled to receive four percent (4%) of the total gross sales of Licensee’s business operations within a Zone, for so long as Licensee sells the Licensed Products within that Zone. Licensee shall pay these payments to Licensor no later than thirty (30) calendar days following the end of each calendar quarter of Licensee’s business operations.
5.
The First Amendment shall be binding upon and shall inure to the benefit of the legal representatives, successors and assigns of Licensor and the legal representatives, successors and permitted assigns of Licensee. Except as modified by the First Amendment, the License Agreement remains in full force and effect. In the event of any conflict between this First Amendment and the License Agreement, the former shall control.
LICENSOR:
RAW ENERGY MATERIALS, CORP. a Florida corporation
By: /s/ Donald R. Smith
Name:
Title:
President
LICENSEE:
ROCKSTAR ACQUISITIONS, LLC, a Florida limited liability company
By: /s/ Edward A. Cespedes
Name:
Title:
Managing Member
By: /s/ Vincent L. Celentano
Name:
Title:
Managing Member
2
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/1/18 | None on these Dates | |||
| Filed on: | 4/11/18 | |||
| For Period end: | 9/30/17 | |||
| 2/6/17 | ||||
| 1/6/17 | ||||
| 1/5/17 | ||||
| 12/11/16 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/21 Basanite, Inc. 10-K 12/31/20 63:5.2M Edgar Filing LLC/FA |