SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2014 • Blue Water Global Group, Inc. • Retail-eating places • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 19, 2014, by and between BLUE WATER GLOBAL GROUP, INC., a Nevada corporation, with headquarters located at 202 Osmanthus Way, Canton, GA 30114 (the “Company”), and AUCTUS PRIVATE EQUITY FUND, LLC, a Delaware limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the “Buyer”).
ContractBlue Water Global Group, Inc. • November 20th, 2014 • Retail-eating places • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
CONVERTIBLE NOTEBlue Water Global Group, Inc. • November 20th, 2014 • Retail-eating places • Nevada
FOR VALUE RECEIVED, BLUE WATER GLOBAL GROUP, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of Cardinal Capital Group, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 20th, 2014 • Blue Water Global Group, Inc. • Retail-eating places • California
This Note Purchase Agreement (the "Agreement”) is made as of November 13, 2014 by and between Blue Water Global Group, Inc. a Nevada corporation with principal offices at 202 Osmanthus Way, Canton, GA 30114 (the "Company") and Tangiers Investment Group, LLC, a Delaware LLC with principal offices at 501 West Broadway, Suite 800, San Diego, CA 92101 (the "Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.
