Item
1.01
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Entry
into a Material Definitive Agreement.
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On
August 23, 2019, Greenway Technologies, Inc., a Texas corporation (the “Company”) entered into a joint venture with
Mabert, LLC, a Texas limited liability company (“Mabert”), Tom Phillips, an individual and vice president of operations
and chief engineer for the Company (“Phillips”), and OPM Green Energy, LLC, a Texas limited liability company (“OPMGE”,
together with the Company, Mabert, and Phillips, the “Members”). To facilitate the joint venture, the Members formed
OPMGE pursuant to that certain Limited Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019 (the “Agreement”),
by and among the Members. Kevin Jones, a director of the Company (“Jones”), will serve as the sole manager of OPMGE
(the “Manager”).
OPMGE
issued membership interests units (the “Units”) to the Members, in exchange for various contributions to OPMGE pursuant
to the Agreement. In accordance with the Subscription Agreement, dated August 23, 2019 (the “Subscription Agreement”),
by and between the Company and OPMGE, the Company granted OPMGE a limited, non-exclusive royalty-free license to its intellectual
property relating to the Company’s patent-pending G-Reformer natural gas reforming technology, including, but not limited
to certain patents, a trademark, know-how, and trade secrets, pursuant to that certain Intellectual Property License by and between
the Company and OPMGE, dated August 23, 2019 (the “License”). OPMGE may not sublicense, convey, share, transfer, or
otherwise assign the License without the written approval of the Company’s board of directors
Mabert,
which is owned and controlled by Jones, previously purchased the U.S. gas-to-liquids plant of INFRA Technology, LLC dba INFRA
XTL Technology, LLC (“INFRA”) located in Wharton, Texas (and such plant the “INFRA Plant”), INFRA’s
proprietary Fischer-Tropsh (“FT”) reactor system, and INFRA’s operating license agreement (collectively, the
“INFRA Assets”). Pursuant to the Agreement, Mabert contributed rights to the INFRA Assets in exchange for Units from
OPMGE.
Lastly,
OPMGE issued Units to Phillips, who will render services to OPMGE to integrate the Company’s first G- Reformer™ unit
into the INFRA Plant’s existing FT unit and production infrastructure.
Under
the Agreement, the Manager will have the exclusive authority manage the business, affairs, and subsidiaries, if any, of OPMGE.
However, the Manager may not take, approve, or consent to certain enumerated actions without the consent or approval of the Members
holding a majority of the Units.
With
respect to transfers, the Agreement contains provisions requiring a transferring Member to first offer the Units to be transferred
to other Members before effecting a transfer to a third party. The Units are also subject to drag-along rights that permit Members
holding a majority of the Units to cause all Members to vote in favor of a sale of OPMGE, but only after such other Members waive
their rights of first offer. Except for certain transfers, the Manager must consent to a transfer of Units by any Member.
The
foregoing descriptions of the Agreement, Subscription Agreement, and License do not purport to be complete and are qualified in
their entirety by reference to the full text of the Agreement, Subscription Agreement, and License which are filed herewith as
Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and incorporated herein by reference.