SUBSCRIPTION AGREEMENT FOR BOREAL PRODUCTIONS INC.Subscription Agreement • October 22nd, 2007 • Boreal Productions Inc.
Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made effective as of the 13th day of April, 2015 AMONG: DSG GLOBAL INC. (FORMERLY BOREAL PRODUCTION INC.) a State of Nevada corporation having its executive offices at 8017 Kenyon Avenue, Los...Share Exchange Agreement • April 15th, 2015 • DSG Global Inc. • Services-motion picture & video tape distribution • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2016 • DSG Global Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2016, between DSG Global, Inc. (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 7, 2017Convertible Security Agreement • November 23rd, 2016 • DSG Global Inc. • Services-computer integrated systems design • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTES of DSG Global, Inc., (the “Company”), having its principal place of business at Suite 214-5455 152 Street, Surrey A1 V3S 5A5, designated as its 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE due May 7, 2017 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2019 • DSG Global Inc. • Services-computer integrated systems design • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of September 18, 2019 (the “Execution Date”), is entered into by and between DSG Global, Inc., a Nevada corporation with its principal executive office at 312-2630 Croydon Drive, Surrey, British Columbia V3Z 6T3, Canada (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2020 • DSG Global Inc. • Services-computer integrated systems design • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between DSG Global, Inc., a Nevada corporation (the “Company”), and GHS Investments, LLC, a Nevada limited liability company (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • November 23rd, 2016 • DSG Global Inc. • Services-computer integrated systems design • New York
This SECURITY AGREEMENT, dated as of November 7, 2016 (this “Agreement”), is among DSG Global, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Promissory Notes due six (6) months following their issuance, in the aggregate principal amount of $138,888.89 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • October 11th, 2019 • DSG Global Inc. • Services-computer integrated systems design • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of September 18, 2019 (the “Execution Date”), is entered into by and between DSG Global Inc., a Nevada corporation with its principal executive office at 312-2630 Croydon Drive, Surrey, British Columbia, V3Z 6T3 (the “Company”),and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753. (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 23rd, 2016 • DSG Global Inc. • Services-computer integrated systems design • New York
Subsidiary Guarantee, dated as of November 7, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among DSG Global, Inc., a Nevada corporation (the “Company”) and the Secured Parties.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 12th, 2015 • DSG Global Inc. • Services-motion picture & video tape distribution • Nevada
DSG GLOBAL INC. (formerly BOREAL PRODUCTION INC.) a State of Nevada corporation having its executive offices at 8017 Kenyon Avenue, Los Angeles, California 90045 (“Pubco”)
Exhibit 10.2 This Agreement is made the 15th day of February, 2014 BETWEEN DSG TAG Systems, Inc. a Nevada Corporation, with executive principal offices located Suite 214 - 5455 152nd Street, Surrey, BC, V3S 5A5Intellectual Property Transfer Agreement • May 12th, 2015 • DSG Global Inc. • Services-motion picture & video tape distribution • British Columbia
AMENDMENT TO EQUITY FINANCING AGREEMENTEquity Financing Agreement • September 9th, 2019 • DSG Global Inc. • Services-computer integrated systems design
THIS AMENDMENT TO EQUITY FINANCING AGREEMENT (the Amendment”) is entered into on April 19, 2019 by and between DSG Global, Inc., a Nevada corporation (“DSGT”) and GHS Investments, LLC, a Nevada limited liability company (“GHS). Each party to this Amendment is referred to herein as a “Party,” and collectively as the “Parties.”
ContractSubscription Agreement • August 17th, 2015 • DSG Global Inc. • Services-computer integrated systems design • Nevada
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ContractCommon Stock Purchase Warrant • December 31st, 2020 • DSG Global Inc. • Services-computer integrated systems design • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
LEASE MODIFICATIONLease Modification • August 26th, 2016 • DSG Global Inc. • Services-computer integrated systems design
WHEREAS by a Lease Agreement dated July 23, 2009 and Lease Modification dated June 7, 2012, January 17 2014, January 21, 2016, and April 4, 2016 (hereinafter referred to as “the Lease”:), between DSG TAG SYSTEMS INC. as Tenant and BENCHMARK ESTATE (2009), as Landlord, the Tenant did lease the following Premises for a three (3) year term:
Westergaard Holdings Ltd. 12757 54th Avenue, Surrey, BC V3X 3C1 (604) 970-4992Subscription Agreement/Debt Settlement • March 9th, 2016 • DSG Global Inc. • Services-computer integrated systems design
As per your request, Westergaard Holdings Ltd. hereby extends redemption dates as set out in a Letter Agreement addressed to yourself and dated November 10, 2015 as follows:
Westergaard Holdings Ltd.Subscription Agreement/Debt Settlement & Addendums • November 16th, 2015 • DSG Global Inc. • Services-computer integrated systems design
As per your request, Westergaard Holdings Ltd. hereby extends redemption dates as set out in a Letter Agreement (attached) addressed to yourself and dated September 1, 2015 as follows:
CONVERTIBLE NOTE AGREEMENTConvertible Note Agreement • November 16th, 2015 • DSG Global Inc. • Services-computer integrated systems design
DSG GLOBAL INC., a company duly incorporated under the laws of the State of Nevada with its business offices at 214 - 5455 152" Street, Surrey BC V3 S 5A5, Canada and The Oxford Science Centre, Oxford, United Kingdom, OX4 4GA,
Exhibit 10.3 SALES COMMISSION AND CO-MARKETING AGREEMENT THIS SALES COMMISSION AND CO-MARKETING AGREEMENT ("Agreement"), Is executed in duplicate as of the 19th day of January, 2012 (the "Effective Date"), by and between: DSG TAG SYSTEMS, INC., a...Sales Commission and Co-Marketing Agreement • May 12th, 2015 • DSG Global Inc. • Services-motion picture & video tape distribution
Westergaard Holdings Ltd.Subscription Agreement/Debt Settlement • September 8th, 2015 • DSG Global Inc. • Services-computer integrated systems design
As you are aware, the first redemption of Series A Convertible Preferred Shares by DSG Global Inc., for a total redemption price of US$1,250,000 was due to conclude August 31, 2015.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • March 6th, 2020 • DSG Global Inc. • Services-computer integrated systems design • New York
This Advisory Services Agreement (this “Agreement”) is made and entered into as of February 28th, 2020 (“Effective Date”) by and between DSG Global, Inc., a Nevada corporation (“DSG”) and its wholly-owned subsidiary Imperium Motor Company, a Nevada corporation (“Imperium”) (DSG and Imperium are referred to herein as the “Company”, on the one hand and Graj + Gustavsen, Inc., a New York, corporation with a place of business at 210 Fifth Avenue, New York, NY 10010 (“G+G”), on the other, each referred to as a “Party” and together as the “Parties.”
LOAN AGREEMENTLoan Agreement • May 2nd, 2016 • DSG Global Inc. • Services-computer integrated systems design
SUBSCRIPTION AGREEMENT / DEBT SETTLEMENTSubscription Agreement / Debt Settlement • August 17th, 2015 • DSG Global Inc. • Services-computer integrated systems design
WHEREAS the Parties entered in to a Subscription and Debt Settlement Agreement dated September 26, 2014 (the “Agreement") whereby the Subscriber agreed to convert (i) the principal portion of the Indebtedness owed to it by the Company into Series A Convertible Preferred Shares (the "Series A Shares") in the capital stock of the Company at a deemed price ofUS$1.25 per Series A Share, and (ii) the outstanding accrued interest portion of the Indebtedness into shares of common stock (the "Common Shares") in the capital stock of the Company at a deemed price of US$0.25 per Common Share,
SUBSCRIPTION AGREEMENT / DEBT SETTLEMENTSubscription Agreement / Debt Settlement • August 17th, 2015 • DSG Global Inc. • Services-computer integrated systems design
WHEREAS the Parties entered in to a Subscription and Debt Settlement Agreement dated September 26, 2014 as amended by addendum dated October 7, 2014 (together the "Agreement") and was further amended by addendum dated April 29, 2015 (together the "Agreement");
SHORT TERM LOAN AGREEMENTShort Term Loan Agreement • May 2nd, 2016 • DSG Global Inc. • Services-computer integrated systems design
DSG GLOBAL INC., a company duly incorporated under the laws of’ the State of Nevada, with its business offices at 214 – 5455 152nd Street, Surrey, BC, V3S 5A5, Canada and The Oxford Science Park, Oxford, United Kingdom, OX4 4GA
LOAN AGREEMENTLoan Agreement • May 2nd, 2016 • DSG Global Inc. • Services-computer integrated systems design
DSG Tag Systems Inc. agrees to pay A. Bosa & Co (Kootenay) Ltd. $250,000 from remaining loans not converted to shares. The interest portion of the $250,000 loan prior to the date of this agreement had interest at 15% per annum accrued and converted to shares, the total amount of interest converted was $155,676.37 CDN. The interest was converted at $0.25USD per share (“Common Stock”), at the rate of USD = 1.10 CDN, for a total of 566,096 shares ($155,676.37 / 1.10 rate = $141,523.97 USD / $0.25 per share). The Debt Conversion Agreement is attached for the interest converted portion.
SUBSCRIPTION AGREEMENT / DEBT SETTLEMENTSubscription Agreement / Debt Settlement • August 17th, 2015 • DSG Global Inc. • Services-computer integrated systems design
WHEREAS the Parties entered in to a Subscription and Debt Settlement Agreement dated September 26, 2014 as amended by addendum dated October 7, 2014 (together the "Agreement");
Form WarrantWarrant Agreement • March 6th, 2020 • DSG Global Inc. • Services-computer integrated systems design • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LEASE MODIFICATIONLease Modification • May 2nd, 2016 • DSG Global Inc. • Services-computer integrated systems design
WHEREAS by a Lease Agreement dated July 23. 2009 and Lease Modification dated June 7, 2012, and January 17, 2014, (hereinafter referred to as "the Lease”:), between DSG TAG SYSTEMS INC. as Tenant and BENCHMARK ESTATE (2009) LTD., as Landlord, the Tenant did lease the following Premises for a three (3) year term:
CONVERTIBLE NOTE AGREEMENTConvertible Note Agreement • August 26th, 2016 • DSG Global Inc. • Services-computer integrated systems design
THEREFORE THIS AGREEMENT WITNESSES that pursuant to the premises and in consideration of the mutual covenants and agreements hereinafter contained, the parties agree as follows:
