Section 1 - Registrant’s Business and Operations

On July 19, 2021, E-Waste Corp., a Florida corporation (the “Company”), entered into a Loan Agreement (“Loan Agreement”) with EZRaider Global, Inc., a privately held Nevada company (“EZ Global”), and EZ Raider, LLC, a Washington limited liability company (“EZ Raider” and, together with EZ Global, the “Borrowers”), with respect to a loan the Company previously made to the Borrowers. As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on June 1, 2021, the Company loaned the Borrowers $2,000,000 on May 26, 2021 (the “Loan”). The proceeds of the Loan are being used by the Borrowers to negotiate the terms of an agreement to acquire DS Raider, Ltd., an Israeli company (“DS Israel”), and related transactions.

Pursuant to the terms of the Loan Agreement, the Borrowers issued the Company a Promissory Note in the principal amount of $2,000,000 (the “Note”). The Note bears interest at a rate of 5% per annum. The outstanding principal, plus any accrued and unpaid interest thereon, is due and payable November 26, 2021. However, if the proposed reverse merger among the Company and the Borrowers (the “Merger”) is consummated prior to the Note’s maturity date, the outstanding principal and any accrued and unpaid interest thereon, shall be forgiven and the Note shall be deemed to be repaid in full. The Borrowers agreed not to incur any debt ranking senior to or pari passu with the amount due under the Note, other than (a) indebtedness in connection with the contemplated Merger, (b) indebtedness incurred in the ordinary course of Borrowers’ business up to $5,000, and (c) the obligations of EZ Raider to an investor pursuant to an outstanding convertible note in the principal amount of $500,000, which is secured by a first priority interest on all the assets of EZ Raider.

As further inducement of the Company to enter into the Loan Agreement and make the Loan to the Borrowers, on July 19, 2021, the Borrowers executed and delivered to the Company a Pledge and Security Agreement (the “Pledge Agreement”), pursuant to which Moshe Azarzar, a principal of EZ Raider and EZ Global, granted the Company a first priority security interest in all of the shares he owns in each of EZ Raider and EZ Global. Mr. Azarzar agreed that, until the consummation of the contemplated Merger, or the repayment of the Loan, he would not directly or indirectly transfer, purchase or sell any equity interests in either EZ Global or EZ Raider without the prior written consent of the Company.

The foregoing descriptions of the Loan Agreement, the Note and the Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 4,1 and 10.2, respectively, and incorporated herein by reference.

Cautionary Statements

This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.

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