PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 15th, 2020 • Toga LTD • Services-telephone interconnect systems
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is made as of the 31st day of May, 2020, by Toh Kok Soon (“Pledgor”), in favor Toga Limited (the “Secured Party”). Pledgor hereby agrees with the Secured Party as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 6th, 2008 • Blink Couture Inc. • Costume jewelry & novelties • New York
STOCK PURCHASE AGREEMENT, dated as of February 20, 2008 (this “Agreement”), by and among the persons listed on Schedule A to this Agreement (each a “Seller” and collectively, the “Sellers”); Fountainhead Capital Management Limited, an entity registered in Jersey (“Fountainhead”); and La Pergola Investments Limited, an entity registered in Jersey (“La Pergola”)(collectively, Fountainhead and La Pergola shall be hereinafter referred to as “Purchasers”). Each Seller and each Purchasers are referred to herein as a “Party” and collectively, as the “Parties”.
EXECUTIVE AGREEMENTExecutive Agreement • February 8th, 2021 • Toga LTD • Services-computer programming services • Nevada
THIS EXECUTIVE AGREEMENT (this “Agreement”) is executed and effective as of February 8, 2019, by and between Toga Limited, a Nevada corporation (the “Company”), and Alexander D. Henderson, a resident of the State of California (the “Executive”).
SUPPLEMENT NO. 2 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • February 15th, 2012 • Blank checks
THIS SUPPLEMENT No. 2 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of July 31, 2011, supplements and amends that certain Fifth Amendment and Restatement of Loan Agreement and Promissory Note dated February 23, 2011 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
TOGA LIMITED SUBSCRIPTION AGREEMENT Dated: May 7, 2018Subscription Agreement • February 8th, 2021 • Toga LTD • Services-computer programming services • Arizona
The Securities have not been registered under U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under U.S. Securities Act, or an exemption from the registration requirements of U.S. Securities Act is available. Hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act.
SUPPLEMENT NO. 2 TO LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement • October 28th, 2013 • Blink Couture Inc. • Blank checks
THIS SUPPLEMENT No. 2 TO LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL II, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of July 31, 2013, supplements and amends that certain Loan Agreement and Promissory Note dated as of January 31, 2013, as amended by Supplement No. 1 to Loan Agreement and Promissory Note dated as of April 30, 2013 (the “Loan Agreement and Note”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement and Note.
SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTERestatement of Loan Agreement and Promissory Note • March 16th, 2012 • Blink Couture Inc. • Blank checks • Delaware
THIS SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and between BLINK COUTURE, INC., a Delaware corporation (the "Maker") and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the "Payee") entered into as of January 31, 2012. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
SUPPLEMENT NO. 3 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • December 14th, 2012 • Blank checks
THIS SUPPLEMENT No. 3 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of October 31, 2012, supplements and amends that certain Sixth Amendment and Restatement of Loan Agreement and Promissory Note dated as of January 31, 2012, as previously supplemented by Supplement No. 1 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of April 30, 2012 and Supplement No. 2 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of July 31, 2012 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
SUPPLEMENT NO. 3 TO LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • December 11th, 2013 • Blink Couture Inc. • Blank checks
THIS SUPPLEMENT No. 3 TO LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL II, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of October 31, 2013, supplements and amends that certain Loan Agreement and Promissory Note dated as of January 31, 2013, as amended by (i) Supplement No. 1 to Loan Agreement and Promissory Note dated as of April 30, 2013 and (ii) Supplement No. 2 to Loan Agreement and Promissory Note dated as of July 31, 2013 (the “Loan Agreement and Note”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement and Note.
LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • March 9th, 2009 • Blink Couture Inc. • Costume jewelry & novelties • New York
THIS LOAN AGREEMENT AND PROMISSORY NOTE, dated as of January 31, 2009 (the “Note”), between BLINK COUTURE, INC., a Delaware Corporation (the "Maker"), having an address at 122 Ocean Park Blvd., Suite 307, Santa Monica, CA 90405 and Fountainhead Capital Management Limited (the "Payee"), having an address at Portman House, Hue Street, St. Helier, Jersey JE4 5RP. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
SUPPLEMENT NO. 3 TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • December 14th, 2010 • Blank checks
THIS SUPPLEMENT No. 3 TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of October 31, 2010, further supplements and amends that certain Fourth Amendment and Restatement of Loan Agreement and Promissory Note dated as of March 15, 2010, as previously supplemented (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
SEVENTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTERestatement of Loan Agreement and Promissory Note • March 18th, 2013 • Blink Couture Inc. • Blank checks • Delaware
THIS SEVENTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and among BLINK COUTURE, INC., a Delaware corporation (the "Maker") and CHARLES C. STEPHENSON, JR. and CYNTHIA S. FIELD (the “Payees”), entered into as of December 31, 2012. Each of the Maker and the Payees are referred to herein as a “Party”, and collectively as the “Parties.”
SUPPLEMENT NO. 1 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • June 20th, 2011 • Blank checks
THIS SUPPLEMENT No. 1 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of April 30, 2011, supplements and amends that certain Fifth Amendment and Restatement of Loan Agreement and Promissory Note dated February 23, 2011 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
SERVICES AGREEMENTServices Agreement • March 17th, 2010 • Blink Couture Inc. • Costume jewelry & novelties • New York
THIS SERVICES AGREEMENT (this “Agreement”) is made as of January 1, 2010, by and between BLINK COUTURE, INC., a Delaware corporation (the “Company”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (“Regent”) (each a “Party ” and collectively referred to hereafter as the “Parties”).
EIGHTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • March 14th, 2014 • Blink Couture Inc. • Blank checks • Delaware
THIS EIGHTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and among BLINK COUTURE, INC., a Delaware corporation (the "Maker") and CHARLES C. STEPHENSON, JR. and CYNTHIA S. FIELD (the “Payees”), entered into as of January 31, 2014. Each of the Maker and the Payees are referred to herein as a “Party”, and collectively as the “Parties.”
SUPPLEMENT NO. 1 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • June 13th, 2012 • Blank checks
THIS SUPPLEMENT No. 1 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of April 30, 2012, supplements and amends that certain Sixth Amendment and Restatement of Loan Agreement and Promissory Note dated as of January 31, 2012 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
FORM OF] TOGA LIMITED SCIENTIFIC ADVISORY COUNCIL MEMBER AGREEMENTAdvisory Council Member Agreement • February 8th, 2021 • Toga LTD • Services-computer programming services • Nevada
This TOGA LIMITED SCIENTIFIC ADVISORY COUNCIL AGREEMENT ("Agreement") is made as of this ______ day of ____________________, 20__ by and between TOGA LIMITED, a company incorporated with limited liability under the laws of the United States of America and have its registered office at 3960 Howard Hughes Parkway, suite 500, Las Vegas, Nevada 89169 (“TOGA”), and ___________________________ (“Council Member”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 4th, 2010 • Blink Couture Inc. • Costume jewelry & novelties • New York
This STOCK PURCHASE AGREEMENT (this "Agreement") is made this 29th day of December, 2009 by and among Fountainhead Capital Management Limited (“Fountainhead” or the “Seller”), and Regent Private Capital, LLC (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BLINK COUTURE, INC., LATITUDE GLOBAL ACQUISITION CORP. AND LATITUDE GLOBAL, INC. DATED AS OF NOVEMBER 10, 2011Agreement and Plan of Merger • November 14th, 2011 • Blink Couture Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2011, is entered into by and among BLINK COUTURE, INC., a Delaware corporation (the “Company”), LATITUDE GLOBAL ACQUISITION CORP., a Florida corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”) and LATITUDE GLOBAL, INC., a Florida corporation (“LG”). The Company, the Merger Sub and LG each, individually a “party” or, collectively, the “parties.”
LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • March 18th, 2013 • Blink Couture Inc. • Blank checks • Delaware
THIS LOAN AGREEMENT AND PROMISSORY NOTE (“Note”) by and between BLINK COUTURE, INC., a Delaware corporation (the "Maker") and REGENT PRIVATE CAPITAL II, LLC, an Oklahoma limited liability company (the "Payee") entered into as of January 31, 2013. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
SECOND EXTENSION AGREEMENTSecond Extension Agreement • February 29th, 2012 • Blink Couture Inc. • Blank checks
This Second Extension Agreement (“Extension Agreement”) is entered into this 28th day of February, 2012, by and among BLINK COUTURE, INC., a Delaware corporation (the “Company”), LATITUDE GLOBAL ACQUISITION CORP., a Florida corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”) and LATITUDE GLOBAL, INC., a Florida corporation (“LG”). The Company, the Merger Sub and LG each, individually a “party” or, collectively, the “parties.”
SUPPLEMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEAgreement and Promissory Note • October 29th, 2010 • Blink Couture Inc. • Costume jewelry & novelties
THIS SUPPLEMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of July 31, 2010, supplements and amends that certain Fourth Amendment and Restatement of Loan Agreement and Promissory Note dated as of March 15, 2010 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
Management AgreementManagement Agreement • November 24th, 2006 • Blink Couture Inc.
THIS AGREEMENT WITNESSES that the parties have agreed that the terms and conditions of the relationship shall be as follows:
LEASE AGREEMENTLease Agreement • November 27th, 2006 • Blink Couture Inc.
This agreement dated March 1, 2006 is the Lease Agreement by and between Blink Couture Inc., a Delaware Corporation ("Tenant") and Suzanne Milka ("Landlord").
SUPPLEMENT NO. 2 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • October 29th, 2012 • Blank checks
THIS SUPPLEMENT No. 2 TO SIXTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of July 31, 2012, supplements and amends that certain Sixth Amendment and Restatement of Loan Agreement and Promissory Note dated as of January 31, 2012, as previously supplemented by Supplement No. 1 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of April 30, 2012 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
SUPPLEMENT NO. 3 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEBlink Couture Inc. • December 14th, 2011 • Blank checks
THIS SUPPLEMENT No. 3 TO FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of October 31, 2011, supplements and amends that certain Fifth Amendment and Restatement of Loan Agreement and Promissory Note dated February 23, 2011 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
SUPPLEMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTEAgreement and Promissory Note • June 14th, 2010 • Blink Couture Inc. • Costume jewelry & novelties
THIS SUPPLEMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of April 30, 2010, supplements and amends that certain Fourth Amendment and Restatement of Loan Agreement and Promissory Note dated as of March 15, 2010 (the “Amendment and Note Restatement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Amendment and Note Restatement.
FIRST AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • March 14th, 2014 • Blink Couture Inc. • Blank checks • Delaware
THIS FIRST AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and between BLINK COUTURE, INC., a Delaware corporation (the "Maker") and REGENT PRIVATE CAPITAL II, LLC, an Oklahoma limited liability company (the "Payee") entered into as of January 31, 2014. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • July 11th, 2019 • Toga LTD • Services-telephone interconnect systems • Arizona
Toga Limited (www.togalimited.com), a Nevada corporation, with its shares quoted on OTC Markets, and its principal office situated at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas, Nevada 89169 (hereinafter referred to as “Seller”);
PHASE 2 STOCK PURCHASE AGREEMENTPhase 2 Stock Purchase Agreement • June 15th, 2020 • Toga LTD • Services-telephone interconnect systems • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 31, 2020 by and between Ahmad Hizar Bin Sainol Abdin (“Ahmad”), Toh Kok Soon (“Toh”), and Lim Jun Hao (“Lim” and collectively with Ahmad and Toh, the “Sellers”) and Toga Limited, a Nevada corporation (the “Buyer”).
RELEASEBlink Couture Inc. • December 11th, 2012 • Blank checks
RELEASE effective as of the date set forth below, by BLINK COUTURE, INC., a Delaware corporation with an address at c/o Regent Private Capital, LLC, 5727 South Lewis Avenue, Tulsa Oklahoma 74105 (collectively “RELEASOR”), in favor of LATITUDE GLOBAL, INC., a Florida corporation with an address at 6022 San Jose Boulevard, Jacksonville, Florida 32217 (“RELEASEE”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 11th, 2012 • Blink Couture Inc. • Blank checks • Delaware
TERMINATION AND RELEASE AGREEMENT, dated as of December 5, 2012 (this “Agreement”), by and between BLINK COUTURE, INC., a Delaware corporation (“Blink Couture”), with an address at c/o Regent Private Capital, LLC, 5727 South Lewis Avenue, Tulsa Oklahoma 74105 and LATITUDE GLOBAL, INC., a Florida corporation with an address at 6022 San Jose Boulevard, Jacksonville, Florida 32217 (“Latitude Global”). Blink Couture and Latitude Global are sometimes collectively referred to herein as the “Parties.”
Tenancy Agreement Number:Tenancy Agreement • February 8th, 2021 • Toga LTD • Services-computer programming services
- Whereas the owner has a building erected on a piece of land, on the 8th floor uhit D with proof of Certificate Number: 0201 / VII dated 23 December 1997 which is located on Jalan Jenderal Sudirman Kaveling 60 Jakarta, locally known as Menara Sudirman (hereinafter referred to as " Building "), and intends to rent out the rooms in it.
FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTERestatement of Loan Agreement and Promissory Note • March 16th, 2011 • Blink Couture Inc. • Blank checks • Delaware
THIS FIFTH AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and between BLINK COUTURE, INC., a Delaware corporation (the "Maker") and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the "Payee") entered into this 23rd day of February, 2011. Each of the Maker and the Payee are referred to herein as a “Party”, and collectively as the “Parties.”
SUPPLEMENT NO. 1 TO LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • June 12th, 2013 • Blink Couture Inc. • Blank checks
THIS SUPPLEMENT No. 1 TO LOAN AGREEMENT AND PROMISSORY NOTE by and between BLINK COUTURE, INC., a Delaware corporation (the “Maker”) and REGENT PRIVATE CAPITAL II, LLC, an Oklahoma limited liability company (the “Payee”) entered into as of April 30, 2013, supplements and amends that certain Loan Agreement and Promissory Note dated as of January 31, 2013 (the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.
