10% CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 20, 2021Convertible Security Agreement • July 30th, 2020 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
THIS 10% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes issued at a 10% original issue discount by Black Cactus Global Inc., a Florida corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2017, between Envoy Group Corp., a Florida corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This SECURITY AGREEMENT, dated as of November [27], 2017 (this “Agreement”), is among Envoy Group Corp., a Florida 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 Notes (as defined below), the Conversion Shares (as defined below), the Warrants (as defined below), the Warrant Shares (as defined below), and the Restricted Shares (as defined below), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of even date herewith, between the Company and the Purchaser (the “Purchase Agreement”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This SUBSIDIARY GUARANTEE, dated as of November [27], 2017 (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 Envoy Group Corp., a Florida corporation(the “Company”) and the Secured Parties.
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 20, 2018Convertible Security Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of Black Cactus Global, Inc., a Florida corporation, f/k/a Envoy Group Corp. (the “Company”), having its principal place of business at 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123, designated as its Senior Secured Convertible Promissory Note due December 20, 2018 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2018, and effective as of April 5, 2018, between Black Cactus Global, Inc., a Florida corporation/ f/k/a Envoy Group Corp., a Florida corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of April 11, 2018, and effective as of April 5, 2018 (the “Effective Date”) is entered into by Black Cactus Global, Inc., a Florida corporation/ f/k/a Envoy Group Corp., a Florida corporation (the “Company”), and Bellridge Capital, L.P., or its assigns (“Bellridge”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG BLACK CACTUS GLOBAL, INC. AND THE PURCHASERS PARTY HERETOSecurities Purchase Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 5, 2018, by and among Black Cactus Global, Inc., a Florida corporation (the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
DEFINITIVE ACQUISITION AGREEMENTAcquisition Agreement • June 27th, 2017 • Envoy Group Corp. • Services-nursing & personal care facilities • Nevada
This Acquisition Agreement, dated as of June 18th, 2017, (this “Agreement”) by and among Matt deFouw, as representative of the selling shareholders identified in Exhibit “A” hereto (the “Bitreturn Shareholders”) of Bitreturn.ca (“Bitreturn”), a British Columbia Brand having an address of P.O. Box 19144., 1153 56th St., Delta, B.C. V4L 2P8, and Envoy Group Corp. a Florida corporation having an address of 8275 S. Eastern Ave., Ste 200, Las Vegas, NV 89123 (“ENVV”). For purposes of this Agreement the Bitreturn Shareholders, Bitreturn and ENVV are sometimes collectively referred to as the “Parties” and individually as a “Party.”
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This AMENDMENT TO REGISTRATION AGREEMENT (this “Amendment”) dated as of April 11, 2018, and effective as of November 27, 2017 (the “Effective Date”) is entered into by Black Cactus Global, Inc., a Florida corporation/ f/k/a Envoy Group Corp., a Florida corporation (the “Company”), and Bellridge Capital, L.P., or its assigns (“Bellridge”).
ASSIGNMENT AGREEMENTAssignment Agreement • June 30th, 2020 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • England and Wales
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of 15th November 2019, by and between Charteris, Mackie, Baillie & Cummins Limited a company incorporated under the laws of England and Wales (“Assignor”) and Black Cactus Global. Inc. a company incorporated in the State of Florida, United States of America (“Assignee”) and Assignor and Assignee may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • December 21st, 2020 • Blgi, Inc. • Services-computer integrated systems design • New York
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1st day of September, 2020 by and among Black Cactus Global, Inc., a Florida corporation having an address at 207 W. Division Street, Suite 137, Chicago, Illinois 60622 (the “Company”), Bellridge Capital, L.P., a Delaware limited partnership having an address at 515 E. Las Olas Blve., Suite 120A, Fort Lauderdale, FL 33301 (“Bellridge”) and Sullivan & Worcester LLP (the “Escrow Agent”).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • December 13th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • Florida
THIS SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into as of December 4, 2017, by and between Envoy Group Corn, (“Licensor”), soon to be renamed Black Cactus Global, Inc, a Florida corporation, and Milestone Group PLC, (“Licensee”) a United Kingdom corporation. Licensor and Licensee may hereinafter be referred to individually as a “Party” and collectively as, the “Parties.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November [27], 2017, by Envoy Group Corp., a Florida corporation (the “Grantor”), in favor of Bellridge Capital, L.P., as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
EXCLUSIVE SOFTWARD LICENSE AGREEMENT AMENDMENT NO. ONEExclusive Software License Agreement • December 13th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities
THIS AMENDMENT NO. ONE TO THAT CERTAIN EXCLUSIVE SOFTWARE LICENSE AGREEMENT (the “First Amendment”) is made and dated this 12th day of December, 2017 by and between Black Cactus Holdings, LLC, a Delaware limited liability company (“Licensor”) and Black Cactus Global, Inc. formerly known as Envoy Group Corp., a Florida corporation (“Licensee”).
WAIVER AND AGREEMENTWaiver and Agreement • July 13th, 2020 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • Florida
THIS WAIVER AND AGREEMENT, dated as of June 29, 2020 (this “Agreement”), by and between BLACK CACTUS GLOBAL, INC., a Florida corporation (“BLGI”), and Charteris, Mackie, Baillie and Cummins Limited, a company incorporated under the laws of England and Wales (“CMBC”).
BLACK CACTUS GLOBAL, INC. Financial Advisor Warrant To Purchase Common StockSecurity Agreement • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
Black Cactus Global, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AEGIS CAPITAL CORP, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, up to such number of fully paid and nonassessable Common Stock (as defined below) equal to 560,717, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall
EXCLUSIVE SOFTWARE LICENSE AGREEMENTExclusive Software License Agreement • October 20th, 2017 • Envoy Group Corp. • Services-nursing & personal care facilities • Florida
THIS EXCLUSIVE SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into as of October 17, 2017, by and between Black Cactus Holdings, LLC, a Delaware limited liability company (“Licensor”), and Envoy Group Corp., a Florida corporation (“Licensee”). Licensor and Licensee may hereinafter be referred to individually as a “Party” and collectively as, the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2020 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • Ontario
This securities purchase agreement (the “Agreement”), dated as of February 20, 2020, by and between Black Cactus Global Inc., a Florida corporation, with headquarters located at: 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123 (the “Company”), and Bellridge Capital LP, a Delaware company with its office at 515 E. Las Olas Boulevard, Suite 120A Fort Lauderdale, Florida 33301 (the “Buyer”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 8th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • Florida
This Share Purchase Agreement is between Envoy Group Corp, soon to be named Black Cactus Global, Inc (“Global Inc”) of 8275 S. Eastern Avenue, Suite 200, Las Vegas, Nevada 89123 and World on Wireless (UK) Limited (“WOW”) of Phoenix House, Escott, Nr. Williton, Taunton, Somerset TA4 4JQ
SUBSCRIPTION AGREEMENT ENVOY GROUP CORP.Subscription Agreement • May 23rd, 2013 • Envoy Group Corp.
BLACK CACTUS GLOBAL, INC. Warrant to Purchase Common StockWarrant • April 24th, 2018 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
Black Cactus Global, Inc. (f/k/a “Envoy Group Corp.), a corporation organized under the laws of the State of Florida (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bellridge Capital, L.P., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, up to such number of fully paid and nonassessable Common Stock (as defined below) equal to 28,339,000, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replac
COMMON STOCK PURCHASE WARRANT ENVOY GROUP CORP.Security Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bellridge Capital, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 27, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth (4th)-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Envoy Group Corp., a Florida corporation (the “Company”), up to 7,894,7371 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • June 30th, 2020 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • England and Wales
THIS NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into as of 24th August 2019, by and between Charteris, Mackie, Baillie & Cummins Limited, a company incorporated under the laws of England and Wales (“Licensor”) and Black Cactus Global, Inc, a company incorporated in the State of Nevada, United States of America (“Licensee”) and Licensor and Licensee may hereinafter be referred to individually as a “Party” and collectively as, the “Parties.”
BLGI, INC. COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • November 30th, 2020 • Blgi, Inc. • Services-computer integrated systems design • Illinois
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of the date indicated on the signature page hereto, by and between BLGI, Inc., a Florida corporation (the “Company”), and __________________________, an individual (“Purchaser”).
