Mantra Venture Group Ltd. Sample Contracts

Spectrum Global Solutions, Inc. – DECEMBER 31, 2017 AND 2016 (February 25th, 2019)

We have audited the accompanying consolidated balance sheet of ADEX Corporation (“the Company”) as of December 31, 2017, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2017 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Spectrum Global Solutions, Inc. – SPECTRUM GLOBAL SOLUTIONS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (February 25th, 2019)

On February 27, 2018, the Spectrum Global Solutions, Inc. (“Company” or “Spectrum”) completed the acquisition of ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (the “Acquisition”). Pursuant to the terms of the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of February 6, 2018, and previously disclosed by the Company in its Current Report on Form 8-K filed on February 12, 2018, the Company purchased from InterCloud all of the issued and outstanding capital stock and membership interests of ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively, “ADEX”).

Spectrum Global Solutions, Inc. – SHARE PURCHASE AGREEMENT by and among SPECTRUM GLOBAL SOLUTIONS, INC., WAVETECH GLOBAL, INC., AND THE STOCKHOLDERS OF WAVETECH GLOBAL, INC., DATED AS OF FEBRUARY 4, 2019 (February 7th, 2019)

This SHARE PURCHASE AGREEMENT (together with all Schedules and Exhibits, this “Agreement”), dated as of February 4, 2019, is entered into by and among WAVETECH GLOBAL, INC., a Delaware corporation, its subsidiaries and its and their respective affiliated entities (collectively, the “Company”), the stockholders of the Company listed on the signature pages hereto ( each, a “Seller” and collectively, the “Sellers”), and SPECTRUM GLOBAL SOLUTIONS INC., a Nevada corporation (the “Buyer”). The Company, Sellers and Buyer are each referred to herein as a “Party” and collectively as, the “Parties”.

Spectrum Global Solutions, Inc. – STOCK PURCHASE AGREEMENT (January 31st, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Spectrum Global Solutions, Inc. – CONVERTIBLE PROMISSORY NOTE DUE January 30, 2020 (January 31st, 2019)

THIS CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Spectrum Global Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750, designated as its Convertible Promissory Note due January 30, 2020 (the “Note”).

Spectrum Global Solutions, Inc. – Powered By Libertas Funding LLC (January 31st, 2019)

This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this “Agreement”) dated as of 12/24/2018, is made by and between Libertas Funding LLC., a Connecticut limited liability company as purchaser (“Purchaser”), the merchant whose name, address and other pertinent information is set forth below, as seller (“Merchant”), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below (“Guarantor”).

Spectrum Global Solutions, Inc. – STOCK PURCHASE AGREEMENT (January 10th, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Spectrum Global Solutions, Inc. – Powered By Libertas Funding LLC (January 10th, 2019)

This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this “Agreement”) dated as of 12/24/2018, is made by and between Libertas Funding LLC., a Connecticut limited liability company as purchaser (“Purchaser”), the merchant whose name, address and other pertinent information is set forth below, as seller (“Merchant”), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below (“Guarantor”).

Spectrum Global Solutions, Inc. – CONVERTIBLE PROMISSORY NOTE DUE January 30, 2020 (January 10th, 2019)

THIS CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Spectrum Global Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750, designated as its Convertible Promissory Note due January 30, 2020 (the “Note”).

Spectrum Global Solutions, Inc. – Contract (October 18th, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Spectrum Global Solutions, Inc. – ADEX CORPORATION HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENT (October 18th, 2018)

This Loan And Security Agreement is entered into as of October 10, 2018, by and between Heritage Bank of Commerce (“Bank”) and ADEX Corporation (“Borrower”).

Spectrum Global Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (May 18th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2018, between Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and permitted assigns, the “Purchaser”).

Spectrum Global Solutions, Inc. – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 18, 2019 (May 18th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Spectrum Global Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 300 Crown Oak Centre Drive, Longwood, FL 32750, designated as its Senior Secured Convertible Promissory Note due May 18, 2019 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).

Spectrum Global Solutions, Inc. – Amendment No 1 to security Agreement and subsidiary guarantee of spectrum global solutions, inc. (May 18th, 2018)

Amendment No 1 (this “Amendment”), dated as of May 18, 2018, by and among Dominion Capital LLC, a Delaware limited liability company (the “Lender”), Spectrum Global Solutions, Inc., a Nevada corporation (the “Borrower”) and the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and, together with the Borrower, the “Debtors”) to each of the Security Agreement, dated as of April 23, 2018 among the Lender, the Borrower the Subsidiary Guarantors and other subsidiaries and affiliates of the Borrower from time to time party thereto as guarantors (as modified to the date hereof, the “Security Agreement”) and the Subsidiary Guarantee, dated as of April 23, 2018, among the Guarantors and the Lender (as modified to the date hereof, the “Guarantee” and, together with the Security Agreement, the “Agreements”).

Spectrum Global Solutions, Inc. – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 23, 2019 (April 26th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Spectrum Global Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 300 Crown Oak Centre Drive, Longwood, FL 32750, designated as its Senior Secured Convertible Promissory Note due October 23, 2019 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).

Spectrum Global Solutions, Inc. – Intellectual property SECURITY AGREEMENT (April 26th, 2018)

THIS Intellectual property SECURITY AGREEMENT (this “Agreement”), dated as of April 23, 2018, by Spectrum Global Solutions, Inc., a Nevada corporation (the “Grantor”), in favor of Dominion Capital, LLC, as secured lender (the “Secured Lender”).

Spectrum Global Solutions, Inc. – CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND OTHER RIGHTS OF SERIES B PREFERRED STOCK OF SPECTRUM GLOBAL SOLUTIONS, INC. (April 26th, 2018)

I, Keith W. Hayter, hereby certify that I am the President of Spectrum Global Solutions, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify:

Spectrum Global Solutions, Inc. – SECURITIES PURCHASE AGREEMENT (April 26th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2018, between Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”).

Spectrum Global Solutions, Inc. – SECURITY AGREEMENT (April 26th, 2018)

This SECURITY AGREEMENT, dated as of April 23, 2018 (this “Agreement”), is among Spectrum Global Solutions, 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 holder of the Company’s Senior Secured Convertible Promissory Note in the principal amount of $1,578,947.37 signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Lender”).

Spectrum Global Solutions, Inc. – STATE OF NEVADA (April 9th, 2018)

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report.

Spectrum Global Solutions, Inc. – BILL OF SALE (March 2nd, 2018)

THIS BILL OF SALE (this “Bill of Sale”) is made, effective as of February 14, 2018, by InterCloud Systems, Inc., a Delaware corporation (“Seller”) to Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”).

Spectrum Global Solutions, Inc. – Contract (March 2nd, 2018)

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. 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.

Spectrum Global Solutions, Inc. – Contract (March 2nd, 2018)

THIS BUSINESS LOAN & SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT INTERCREDITOR AGREEMENT (THE “SENIOR DEBT INTERCREDITOR AGREEMENT”) DATED AS OF February 27, 2018 AMONG (A) ADEX CORPORATION, INC., (B) Prestige Capital Corporation AND (C) SUPER G CAPITAL, LLC. LENDER, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SENIOR INTERCREDITOR AGREEMENT.

Spectrum Global Solutions, Inc. – Prestige Capital Corporation (March 2nd, 2018)
Spectrum Global Solutions, Inc. – STOCK PURCHASE AGREEMENT (February 12th, 2018)

6, 2018, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller” ); ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively referred to as the “Company”), and Spectrum Global Solutions, Inc., a British Columbia corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Spectrum Global Solutions, Inc. – BYLAWS OF SPECTRUM GLOBAL SOLUTIONS, INC. A Nevada Corporation (February 7th, 2018)
Mantra Venture Group Ltd. – AW SOLUTIONS, INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 (August 9th, 2017)

We have audited the accompanying consolidated balance sheets of AWS Solutions, Inc. (the “Company”) as of December 31, 2016 and 2015 and the related consolidated statements of operations, stockholder's equity, and cash flows for the years ended December 31, 2016 and 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Mantra Venture Group Ltd. – MANTRA VENTURE GROUP LTD. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (August 9th, 2017)

On April 25, 2017, Mantra Venture Group Ltd. (the “Company” or “Mantra”) entered into and closed on an Asset Purchase Agreement (the “Agreement”) with InterCloud Systems, Inc. (“InterCloud”), a Delaware corporation. Pursuant to the terms the Agreement, InterCloud agreed to sell, and Mantra agreed to purchase, 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”).

Mantra Venture Group Ltd. – EMPLOYMENT AGREEMENT (June 7th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2017 (the “Effective Date”), by and between Mantra Venture Group Ltd., a British Columbia Corporation (the “Company”), and Keith Hayter (the “Executive”).

Mantra Venture Group Ltd. – EMPLOYMENT AGREEMENT (June 7th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2017 (the “Effective Date”), by and between Mantra Venture Group Ltd., a British Columbia Corporation (the “Company”), and Roger Ponder (the “Executive”).

Mantra Venture Group Ltd. – ASSET PURCHASE AGREEMENT (May 1st, 2017)

This ASSET PURCHASE AGREEMENT, dated April 25, 2017 and effective as of April 1, 2017 (the “Effective Date”), is by and among Mantra Venture Group Ltd., a British Columbia corporation (“Buyer”), and InterCloud Systems, Inc., a Delaware corporation (“Seller”).

Mantra Venture Group Ltd. – COMMON SHARE PURCHASE WARRANT MANTRA VENTURE GROUP LTD. Warrant To Purchase Common Stock (May 1st, 2017)

MANTRA VENTURE GROUP LTD., a British Columbia corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______, 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, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 5:30 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below), 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 have the meanings set forth in

Mantra Venture Group Ltd. – CONVERTIBLE PROMISSORY NOTE DUE APRIL 25, 2018 (May 1st, 2017)

THIS CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Mantra Venture Group Ltd., a British Columbia corporation, (the “Company”), having its principal place of business at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750, designated as its Convertible Promissory Note due April 25, 2018 (the “Note”).

Mantra Venture Group Ltd. – GENERAL SECURITY AGREEMENT (May 1st, 2017)

GENERAL SECURITY AGREEMENT dated _____, 2017, by and between Mantra Venture Group Ltd., a British Columbia corporation, with headquarters located at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750 (the “Debtor”), and the investors set forth on Schedule A hereof (collectively, the “Secured Party”).

Mantra Venture Group Ltd. – SECURITIES PURCHASE AGREEMENT (May 1st, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 28, 2017, by and among Mantra Venture Group Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).