Item 5. Other Information
Item
5.
Other
Information.
None.
Item
6.
Exhibits.
Exhibit
No.
Identification
of Exhibit
2.1**
Combination
Agreement executed as of August 18, 2009, between Dynalyst Manufacturing Corporation and Universal Media Corporation, filed
as Exhibit 10.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number
000-55030.
3.1**
Articles
of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas on March 13, 2002, filed
as Exhibit 3.1 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number
000-55030.
3.2**
Articles
of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas
on June 7, 2006, filed as Exhibit 3.2 to the registrant’s registration statement on Form 10-12G on August 29, 2013,
Commission File Number 000-55030.
3.3**
Articles
of Amendment of Articles of Incorporation of Dynalyst Manufacturing Corporation filed with the Secretary of State of Texas
on August 28, 2009, changing the corporate name to Universal Media Corporation, filed as Exhibit 3.3 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
3.4**
Articles
of Amendment of Articles of Incorporation of Universal Media Corporation filed with the Secretary of State of Texas on March
23, 2011, changing the corporate name to UMED Holdings, Inc., filed as Exhibit 3.4 to the registrant’s registration
statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
3.5**
Articles
of Amendment of Certificate of Formation of UMED Holdings, Inc. filed with the Secretary of State of Texas on June 23, 2017,
changing the corporate name to Greenway Technologies, Inc., filed as Exhibit 3.1 to the registrant’s Form 8-K/A on July
20, 2017, Commission File Number 000-55030.
3.6**
Bylaws
of Dynalyst Manufacturing Corporation, filed as Exhibit 3.5 to the registrant’s registration statement on Form 10-12G
on August 29, 2013, Commission File Number 000-55030.
3.7**
Articles
of Incorporation of Greenway Innovative Energy, Inc. filed with the Secretary of State of Nevada on July 6, 2012, filed as
Exhibit 3.7 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
3.8**
Bylaws
of Greenway Innovative Energy, Inc., filed as Exhibit 3.8 to the registrant’s Form 10-Q/A, amendment No. 1, on September
21, 2017, Commission File Number 000-55030.
48
10.1**
Code
of Ethics for Senior Financial Officers, filed as Exhibit 10.1 to the registrant’s registration statement on Form 10-12G
on August 29, 2013, Commission File Number 000-55030.
10.2**
Purchase
Agreement dated as of May 1, 2012, between Universal Media Corporation and Mamaki Tea & Extract, Inc., filed as Exhibit
10.3 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.3**
Addendum
and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki of Hawaii,
Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.4 to the registrant’s registration statement on Form
10-12G on August 29, 2013, Commission File Number 000-55030.
10.4**
Second
Addendum and Modification to Purchase Agreement dated as of December 31, 2012, between Universal Media Corporation and Mamaki
of Hawaii, Inc. formerly Mamaki Tea & Extract, Inc., filed as Exhibit 10.5 to the registrant’s registration statement
on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.5**
Purchase
Agreement dated August 29th, 2012, between Universal Media Corporation and Greenway Innovative Energy, Inc., filed as Exhibit
10.6 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.6**
Purchase
Agreement dated as of February 23, 2012, between Rig Support Services, Inc. and UMED Holdings, Inc., filed as Exhibit 10.7
to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.7**
Asset
Purchase Agreement dated as of October 2, 2011, between Jet Regulators, L.C., R/T Jet Tech, L.P. and UMED Holdings, Inc.,
filed as Exhibit 10.8 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File
Number 000-55030.
10.8**
Employee
Agreement dated May 27, 2011, between UMED Holdings, Inc. and Kevin Bentley, filed as Exhibit 10.9 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.9**
Employee
Agreement dated May 27, 2011, between UMED Holdings, Inc. Randy Moseley, filed as Exhibit 10.10 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.10**
Employee
Agreement dated May 27, 2011, between UMED Holdings, Inc. and Richard Halden, filed as Exhibit 10.11 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.11**
Employee
Agreement dated August 29, 2012, between UMED Holdings, Inc. and Raymond Wright, filed as Exhibit 10.12 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.12**
Employee
Agreement dated August 29, 2012, between UMED Holdings, Inc. and Conrad Greer, filed as Exhibit 10.13 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.13**
Consulting
Agreement dated May 27, 2011, between UMED Holdings, Inc. and Jabez Capital Group, LLC, filed as Exhibit 10.14 to the registrant’s
registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
49
10.14**
Promissory
Note in the amount of $850,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Southwest Capital Funding, Ltd.,
filed as Exhibit 10.15 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File
Number 000-55030.
10.15**
Modification
of Note and Liens effective as of October 1, 2012, between Southwest Capital Funding, Ltd. and Mamaki Tea, Inc., filed as
Exhibit 10.16 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.16**
Second
Modification of Note and Liens effective as of December 20, 2012, between Southwest Capital Funding, Ltd., Mamaki Tea, Inc.,
and Mamaki of Hawaii, Inc., filed as Exhibit 10.17 to the registrant’s registration statement on Form 10-12G on August
29, 2013, Commission File Number 000-55030.
10.17**
Promissory
Note in the amount of $150,000 dated August 17, 2012, executed by Mamaki Tea, Inc. payable to Robert R. Romer, filed as Exhibit
10.18 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission File Number 000-55030.
10.18**
Addendum
and Modification to Purchase Agreement dated as of December 31, 2012, between Rig Support Services, Inc. and UMED Holdings,
Inc., filed as Exhibit 10.19 to the registrant’s registration statement on Form 10-12G on August 29, 2013, Commission
File Number 000-55030.
10.20**
Promissory
Note in the amount of $158,000 dated September 18, 2014, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed
as Exhibit 10.20 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.21**
Warrant
dated September 18, 2014, for $47,400 worth of UMED Holdings, Inc. shares issued to Tonaquint, Inc., filed as Exhibit 10.21
to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.22**
Office
Lease Agreement dated October 2015, between UMED Holdings, Inc. and The Atrium Remains the Same, LLC, filed as Exhibit 10.22
to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.23**
Warrant
dated October 31, 2015, for 4,000,000 shares issued to Norman T. Reynolds, Esq, filed as Exhibit 10.23 to the registrant’s
Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.24**
Promissory
Note in the amount of $36,000 dated March 8, 2016, executed by UMED Holdings, Inc. payable to Peter C. Wilson, filed as Exhibit
10.24 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.25**
Convertible
Promissory Note in the amount of $224,000 dated May 4, 2016, executed by UMED Holdings, Inc. payable to Tonaquint, Inc., filed
as Exhibit 10.25 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.26**
Severance
and Release Agreement by and between UMED Holdings, Inc. and Randy Moseley dated November 11, 2016, filed as Exhibit 10.26
to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
50
10.27**
Settlement
and Mutual Release Agreement dated January 13, 2017, executed by UMED Holdings, Inc. in connection with Cause No. DC-16-004718,
in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman,
and Lee Jenison, filed as Exhibit 10.27 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission
File Number 000-55030.
10.28**
Warrant
dated February 1, 2017, for 2,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.28 to the registrant’s
Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.29**
Warrant
dated February 1, 2017, for 4,000,000 shares issued to Richard J. Halden, filed as Exhibit 10.29 to the registrant’s
Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.30**
Severance
and Release Agreement by and between UMED Holdings, Inc. and Richard Halden dated February 1, 2017, filed as Exhibit 10.30
to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.31**
Assignment
Agreement dated December 27, 2010, between Melek Mining, Inc., 4HM Partners, LLC, and UMED Holdings, Inc., filed as Exhibit
10.31 to the registrant’s Form 10-Q/A, amendment No. 1, on September 21, 2017, Commission File Number 000-55030.
10.32**
Consulting
Agreement by and between the registrant and Chisos Equity Consultants, LLC, as amended on February 16, 2018, and March 19,
2018, filed as Exhibit 10.1 to the registrant’s Form 8-K, on March 21, 2018, Commission File Number 000-55030.
10.33**
Promissory
Note in the amount of $100,000 dated November 13, 2017, executed by Greenway Technologies, Inc. payable to Wildcat Consulting
Group LLC.
10.34**
Subordinated
Convertible Promissory Note in the amount of $166,667 dated December 20, 2017, executed by Greenway Technologies, Inc. payable
to Tunstall Canyon Group LLC.
10.35**
Warrant
dated November 30, 2017 for 1,000,000 shares issued to MTG Holdings, LTD
10.36**
Greer
Family Trust Promissory Note and Settlement. filed at Exhibit 10.34 to the registrant’s Form 10K on April 5, 2018, Commission
File Number 000-55030.
10.37**
Warrant
dated January 8, 2018 for 4,000,000 shares issued to Kent Harer.
10.38**
Settlement
agreement by and between Greenway Technologies, Inc. and Tonaquint, Inc. dated April 9, 2018.
10.39**
Employment
agreement with John Olynick, as President, dated May 10, 2018.
10.40**
Employment
agreement with Ransom Jones, as Chief Financial Officer, Secretary and Treasurer, dated May 10, 2018.
10.41**
Consulting
Agreement with Gary L. Ragsdale, Ph.D., P.E.
10.42**
Consulting
Agreement with John Olynick
10.43**
Consulting
Agreement with Marl Zoellers
10.44**
Consulting
Agreement with Paul Alfano dba Alfano Consulting Services
10.45**
Consulting
Agreement with Peter Hauser
10.46**
Consulting
Agreement with William Campbell
10.47**
Consulting
Agreement with Ryan Turner
10.48**
Amendment
on July 30, 2014 to that certain Employment Agreement with Raymond Wright dated August 29, 2012
51
10.49**
Mabert
LLC as Agent Loan Agreement dated September 14, 2018
10.50**
Mabert
LLC as Agent Security Agreement dated September 14, 2018
10.51**
Texas
UCC-1 filed by Mabert LLC as Agent on October 11, 2018, ending October 10, 2023
10.52**
Rule
11 Agreement, dated March 6, 2019, pursuant to a mutual settlement of all claims by Wildcat Consulting, LLC for the matters
in Cause No. 2018-005801 and Cause No. 2018-006416-2, filed in the County Courts at Law in Tarrant County, TX on Sept 7, and
September 27, 2018 respectively.
10.53**
Employment
agreement with Thomas Phillips, as Vice President of Operations, dated April 1, 2019.
10.54**
Settlement Agreement executed on September 26, 2019 with Southwest Capital Funding, Ltd. to resolve all conflicts related to loan guarantees provided for Mamaki of Hawaii, Inc., Hawaiian Beverages, Inc., Curtis Borman, and Lee Jenison.
10.55**
Limited Liability Company Agreement of OPM Green Energy, LLC, dated August 23, 2019, by and among Greenway Technologies, Inc., a Texas corporation, Mabert, LLC, a Texas limited liability company, Tom Phillips, an individual, and OPM Green Energy, LLC, a Texas corporation.
10.56* *
Subscription Agreement dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company.
10.57* *
Intellectual Property License dated August 23, 2019, by and between Greenway Technologies, Inc., a Texas corporation, and OPM Green Energy, LLC, a Texas limited liability company.
31.1*
Certification
of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302
of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C.
§1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification
of Kent Harer, President of Greenway Technologies, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906
of the Sarbanes-Oxley Act of 2002.
32.2*
Certification
of Ransom Jones, Chief Financial Officer and Principal Accounting Officer of Greenway Technologies, Inc., pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
**
Previously filed.
52
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENWAY
TECHNOLOGIES, INC.
Date:
November 23, 2020.
By
/s/
Kent Harer
Kent
Harer, President
By
/s/
Ransom Jones
Ransom
Jones, Chief Financial Officer and Principal Accounting Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
53
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.