AGREEMENT AND PLAN OF MERGER by and among Mount Knowledge Holdings, Inc., MK Merger Acquisition Sub, Inc., Access Alternative Group S.A., and Civergy, Inc. dated as of September 30, 2014Agreement and Plan of Merger • October 1st, 2014 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of September 30, 2014, by and among Mount Knowledge Holdings, Inc., a Nevada corporation (“Parent”), MK Merger Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Access Alternative Group S.A., and Civergy, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
INDEPENDENT CONTRACTOR AGREEMENT (Simon G. Arnison)Independent Contractor Agreement • August 22nd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into as of the 29th day of July 2011, between MOUNT KNOWLEDGE HOLDINGS, INC. (the “Company”) and SIMON G. ARNISON (the “Contractor”).
WARRANT TO PURCHASE COMMON STOCKMount Knowledge Holdings, Inc. • June 22nd, 2012 • Services-prepackaged software • Nevada
Mount Knowledge Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Jensen International Inc., 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 below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), One Million Fifty-Nine Thousand Four Hundred Ten (1,059,410) fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Secti
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2012 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 20th day of June 2012 by and among MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada corporation (the “Company”), and JENSEN INTERNATIONAL INC. (the “Seller”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 31st, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into on 28th day of December 2012, by and between MOUNT KNOWLEDGE HOLDINGS INC., a Nevada company ("Seller"), with the mailing address of 228 Park Avenue S. #56101, New York, NY 10003-1502, U.S.A., and SOFTWARE SANS FRONTIERE SA, a Belize Corporation ("Buyer"), with the mailing address of Cititrust, 35 Barrack Road, Belize City, Belize.
LETTER OF INTENTMount Knowledge Holdings, Inc. • May 7th, 2010 • Gold and silver ores
This letter confirms our non-binding mutual intentions with respect to the potential transaction described herein between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting public Nevada corporation (the “Purchaser and/or Company”) and LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation (the “Seller”), and its Shareholders (the “Shareholders”), hereinafter Seller and the Shareholders shall be collectively referred to as (the “Sellers”). This document, in and of itself, does not represent an enforceable legal contract.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2014 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • New York
LETTER OF INTENTMount Knowledge Holdings, Inc. • September 14th, 2010 • Gold and silver ores
This letter confirms our mutual intentions to further extend the effective period of the Letter of Intent executed on April 26, 2010 by and between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting public Nevada corporation (“Purchaser and/or MKHD”) and MOUNT KNOWLEDGE USA, INC. (“MTKUSA”), a privately-held Nevada corporations and its Shareholders (“Shareholders”), hereinafter MTKUSA and the Shareholders shall be collectively referred to as (the “Sellers”) with respect to the potential transaction described therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 18th day of June 2013 by and among MOUNT KNOWLEDGE HOLDINGS INC., a Nevada corporation (the “Company”), publicly listed on the over-the-counter stock exchange with the symbol “MKHD”, and the Investor set forth on the signature pages affixed hereto (the “Investor”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 18th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • New York
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of December 31, 2013 by and among Civergy, Inc., a Delaware corporation ("Civergy"), Bion Enterprises, LLC, a Delaware limited liability company (the “Company”), and the members of the Company set forth on the signature pages of this Agreement (the "Members"; and collectively with the Company and Civergy, the "Parties"), with reference to the following facts:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of ________, 2015, by and between ____________ (the “Purchaser”) and Cybergy Holdings, Inc. (the “Company”).
EMPLOYMENT AGREEMENT WITH Jennifer A. WilliamsonEmployment Agreement • March 18th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • Colorado
AGREEMENT by and between New West Technologies, LLC of 10333 E. Dry Creek Road, Englewood, CO 80112 ("Company'), and Jennifer A. Williamson of 1153 Quebec Street, Denver, CO 80220 ("Employee").
AMENDMENT NO.1 TO DEFINITIVE AGREEMENTDefinitive Agreement • October 29th, 2010 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS AMENDMENT NO.1 TO DEFINITIVE AGREEMENT (the “Amendment”) is made and entered into as of this 29th day of October, 2010, by and among THE LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation, Dirk Haddow, Mark Wood, Chris Durcan and/or Jeff Tennenbaum, individually, (collectively hereinafter referred to as the “Sellers”), and MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada Corporation (the “Company”), (collectively referred to as the “Parties”).
FORBEARANCE AGREEMENTForbearance Agreement • April 16th, 2014 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
This Forbearance Agreement (this "Agreement") is dated and effective as of day 10th of April 2014 among MOUNT KNOWLEDGE HOLDINGS, INC. ("Borrower"), and the parties set forth on the signature pages affixed hereto (including any successor-by-assignment) (the “Lender”).
EXHIBIT B SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 5th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
This SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into this 31st day of December, 2010 by and between MOUNT KNOWLEDGE HOLDINGS, Inc., a Nevada Corporation (the "Company"), MOUNT KNOWLEDGE ASIA LTD, a Hong Kong Corporation (the “Company Subsidiary”), and LANGUAGE KEY TRAINING LTD, a British Virgin Islands corporation, Dirk Haddow, Mark Wood, Chris Durcan and/or Jeff Tennenbaum, individually (collectively hereinafter referred to as the "Shareholders").
EXHIBIT A LK ASIA SUBSCRIPTION AGREEMENT MOUNT KNOWLEDGE HOLDINGS, INC. MOUNT KNOWLEDGE ASIA LIMITED LANGUAGE KEY ASIA LIMITED SUBSCRIPTION AGREEMENT IN RESPECT OF ORDINARY SHARES IN THE CAPITAL OF LANGUAGE KEY ASIA LIMITEDAsia Subscription Agreement • January 5th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Hong Kong
MUTUAL INDEMNIFICATION AND RELEASE AGREEMENTMutual Indemnification and Release Agreement • July 31st, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Hong Kong
THIS AGREEMENT made and entered into as of this 15th day of January 2013, by and among MOUNT KNOWLEDGE HOLDINGS INC. (“MKHD”), and MOUNT KNOWLEDGE ASIA LTD. (“MKA”), jointly and severally, all having a mailing address of 228 Park Ave S #56101, New York NY 10003-1502, and, DIRK HADDOW, individually, (hereinafter referred to as “HADDOW”), having a mailing address of Flat 11G, Seabird Lane, Beach Village, Discovery Bay, Lantau Island, Hong Kong, and MATTHEW JOHN BENTLEY, individually, (hereinafter referred to as “BENTLEY”), having a mailing address of Flat H, 52ND Floor, Tower 12, Caribbean Coast, Tung Chung, Hong Kong.
INDEPENDENT CONTRACTOR AGREEMENT (Ucandu Learning Centers, Inc.)Independent Contractor Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into as of the 28th day of December 2010, between MOUNT KNOWLEDGE HOLDINGS, INC. (“the Company”) and UCANDU LEARNING CENTERS, INC. (“the Contractor”).
SUBSCRIPTION AGREEMENT AUROR CAPITAL CORP.Subscription Agreement • September 18th, 2008 • Auror Capital Corp • Gold and silver ores • Nevada
SUBSCRIPTION AGREEMENT (the "Subscription Agreement') made effective as of the 16th day of March, 2006 between AUROR CAPITAL CORP., a Nevada corporation (the "Company") and the undersigned subscriber (the "Subscriber").
MARKETING AFFILIATE AGREEMENTMarketing Affiliate Agreement • May 20th, 2014 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
This Marketing Affiliate Agreement (the “Agreement”) is entered into this 8th day of May 2014, by and between BIRCH FIRST GLOBAL INVESTMENTS INC., a corporation incorporated in the U.S. Virgin Islands, with its main place of business located 9100 Havensight, Port of Sale, Ste. 15/16, St. Thomas, VI 0080 (referred to as “Company”) and MOUNT KNOWLEDGE HOLDINGS INC. and/or assigns, a corporation incorporated in the State of Nevada, with its main place of business located at 228 Park Avenue S. #56101 New York, NY 10003-1502 (referred to as “Marketing Affiliate” or “MA”).
DEFINITIVE AGREEMENT (Mount Knowledge Holdings, Inc and The Language Key Training Ltd)Definitive Agreement • October 8th, 2010 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS DEFINITIVE AGREEMENT (the “Agreement”) is made and entered into as of this 5th day October, 2010, by and among THE LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation, Dirk Haddow, Mark Wood, Chris Durcan and/or Jeff Tennenbaum, individually, (collectively hereinafter referred to as the “Sellers”), and MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada Corporation (the “Company”), (collectively referred to as the “Parties”).
SEPARATION AND SETTLEMENT AGREEMENTSeparation and Settlement Agreement • July 31st, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Nevada
This SEPARATION AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into on December 28, 2012 (the “Effective Date”) by and among MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada corporation (the “Company”), and BIRCH FIRST GLOBAL INVESTMENTS INC. (“BFGI”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 26th, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • Hong Kong
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into on 25th October 2011, by and between MOUNT KNOWLEDGE ASIA LTD., a Hong Kong company ("Seller"), and SOFTWARE SANS FRONTIERE SA, a Belize Corporation ("Buyer").
JOINT VENTURE OPERATING AGREEMENT of New West-Energetics, LLC A Joint VentureOperating Agreement • September 24th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • Colorado
LETTER OF INTENTLetter of Intent • July 1st, 2010 • Mount Knowledge Holdings, Inc. • Gold and silver ores
This letter confirms our amended non-binding mutual intentions with respect to the potential transaction described herein between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting public Nevada corporation (the “Purchaser and/or Company”) and LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation (the “Seller”), and its Shareholders (the “Shareholders”), hereinafter Seller and the Shareholders shall be collectively referred to as (the “Sellers”). This document, in and of itself, does not represent an enforceable legal contract. This amended Letter of Intent, when executed by both parties, shall supersede any and all of the terms and conditions set forth in the previously executed Letter of Intent on or about May 6, 2010.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 28, 2015, is entered into by and between Cybergy Holdings, Inc., a Nevada corporation (“Company”), and St. GEORGE INVESTMENTS LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
LOAN AND SECURITY AGREEMENT BETWEEN ENTREPRENEUR GROWTH CAPITAL LLC New York, New York 10022Loan and Security Agreement • March 18th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (“Agreement”) dated on or about April 11th, 2014 between NEW WEST TECHNOLOGIES, LLC, a Colorado limited liability company and NWBSS, LLC, a Colorado limited liability company, each having its principal place of business at 10333 E. Dry Creek Road, Suite 200, Englewood, CO 80112 (individually and collectively, the "Borrower") and ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company, having a principal office at 505 Park Avenue, 6th Floor, New York, NY 10022 (hereinafter called "Lender"). This Agreement sets forth the terms and conditions upon which Lender may, in its sole and absolute discretion, make loans, advances and other financial accommodations to or for the benefit of Borrower upon the security referred to herein.
AMENDMENT NO. 1 TO SEPARATION AND SETTLEMENT AGREEMENTSeparation and Settlement Agreement • December 31st, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO SEPARATION AND SETTLEMENT AGREEMENT (“Amendment”) is made as of the 30th day of September 2013 (the “Effective Date”) by and among Mount Knowledge Holdings, Inc., a Nevada corporation (the “Company”), and Birch First Global Investments Inc., a U.S. Virgin Islands corporation (“BFGI”).
MASTER SOFTWARE LICENSE CANCELLATION AGREEMENTMaster Software License Cancellation Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS MASTER SOFTWARE LICENSE CANCELLATION AGREEMENT (the “Agreement”) is hereby entered into on this 27th day of December 2010, by and between MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada corporation, having its address at 39555 Orchard Hill Place, Suite 600 PMB 6096, Novi, Michigan 48375, (the “Company”) and MOUNT KNOWLEDGE INC., an Ontario Canada corporation, having its address at 150 Consumers Road, Suite 202, Toronto, ON, M2J 1P9, Canada, (“MTKINC”).
LETTER OF INTENTTrademark Royalty Agreement • September 14th, 2010 • Mount Knowledge Holdings, Inc. • Gold and silver ores
This letter confirms our amended non-binding mutual intentions with respect to the potential transaction described herein between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting public Nevada corporation (the “Purchaser and/or Company”) and LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation (the “Seller”), and its Shareholders (the “Shareholders”), hereinafter Seller and the Shareholders shall be collectively referred to as (the “Sellers”). This document, in and of itself, does not represent an enforceable legal contract. This amended Letter of Intent, when executed by both parties, shall supersede any and all of the terms and conditions set forth in the previously executed amended Letter of Intent on or about June 28, 2010.
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • April 16th, 2014 • Mount Knowledge Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (the “Amendment”) is made this 18th day of March, 2014 (the “Effective Date”) by and among MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada corporation, located a 228 Park Avenue S. #56101, New York 10003-1502 (the “Borrower”), BIRCH FIRST GLOBAL INVESTMENTS INC., (“Guarantor”), and VUKOTA CAPITAL MANAGEMENT INC., (“Lender”), located at 259 Yorkland Road, 3rd Floor, Toronto, ON M2J 5B2, Canada, (collectively referred to as the “Parties”).
DEFINITIVE AGREEMENT by and among FORUM MOBILE INC., MOUNT KNOWLEDGE HOLDINGS, INC. AND THE CONTROLLING STOCKHOLDERS OF MOUNT KNOWLEDGE HOLDINGS, INC. dated as of March 19th, 2013Definitive Agreement • March 20th, 2013 • Mount Knowledge Holdings, Inc. • Services-prepackaged software • New York
THIS DEFINITIVE AGREEMENT, dated as of March 19th, 2013 (the ”Effective Date”) (this “Agreement”) by and among Forum Mobile Inc., a Delaware company publicly-traded on the US Over-the-Counter (OTC) Stock Exchange (“FRMB”), Mount Knowledge Holdings, Inc., a Nevada corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange (“MKHD”), and the entity listed on Schedule [ ] (together, the “MKHD Controlling Shareholder”) (collectively referred to as the “Parties”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASEConfidential Settlement Agreement and Release • May 12th, 2015 • Cybergy Holdings, Inc. • Services-prepackaged software • Delaware
This CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (referred to as “Agreement”), is made and entered into by and between CYBERGY PARTNERS, INC. (“Cybergy”), MARK GRAY (“Gray”), WYLY WADE (“Wade”), New West Technologies, LLC (“New West”), and Primetrix, LLC, and their respective subsidiaries and divisions and related organizations, partners, directors, officers, agents, insurers, representatives, attorneys, supervisors, employees, successors, assigns, administrators, executors and heirs (collectively the “Cybergy Parties”), and JAMES S. WILLIAMSON (“Williamson”) and JAMES S. WILLIAMSON 2012 IRREVOCABLE TRUST (“Trust”), for themselves and their respective heirs, executors, administrators, personal representatives and assigns (collectively the “Williamson Parties”), effective upon execution by all parties.
DEFINITIVE AGREEMENT (Mount Knowledge Holdings, Inc. and Birch First Advisors, LLC)Definitive Agreement • January 7th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS DEFINITIVE AGREEMENT (the “Agreement”) is made and entered into as of this 31st day December 2010, by and among BIRCH FIRST ADVISORS, LLC, a Delaware Limited Liability Company (the “Seller”), MOUNT KNOWLEDGE USA, INC. (“MTKUSA”), a privately held Nevada corporation (the “MTKUSA”) and MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada Corporation (the “Company”) (collectively referred to as the “Parties”).
OPTION AGREEMENTOption Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada
THIS OPTION AGREEMENT (the “Agreement”) made and entered into this 28th day of December 2010, by and between UCANDU LEARNING CENTRES, INC. (“Grantor”) and MOUNT KNOWLEDGE HOLDINGS, INC. (“Optionee”).
