EXECUTION VERSION
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein,ENCOMPASS MORE GROUP, INC., a Nevada corporation (the “Borrower”), hereby unconditionally promises to pay to the order ofGROW CAPITAL, INC., a Nevada corporation, or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of $100,000.00 (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”), dated July 22 , 2019 (the “Effective Date”) and the Commercial Loan Agreement (the “Agreement”), dated as of the date hereof, by and between Borrower and the Noteholder.
1.Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.
“Applicable Rate” means the rate equal to 5%.
“Borrower” has the meaning set forth in the introductory paragraph.
“Default Rate” means, at any time, the Applicable Rate plus 2%.
“Event of Default” has the meaning set forth in Section 8.
“Loan” has the meaning set forth in the introductory paragraph.
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“Note” has the meaning set forth in the introductory paragraph.
“Noteholder” has the meaning set forth in the introductory paragraph.
“Parties” has the meaning set forth in the introductory paragraph.
2.Payment Dates; Optional Prepayments.
2.2Final Payment. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in Section 9.
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3.2Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.
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extent that the failure to comply therewith would not, reasonably be expected to have a Material Adverse Effect.
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all Laws and Orders applicable to it and its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
7.1Indebtedness. Incur, create, or assume any additional indebtedness.
8.3Breach of Covenants.The Borrower fails to observe or perform (a) any covenant, condition or agreement contained in Section 6 or (b) any other covenant,
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obligation, condition, or agreement contained in this Note, other than those specified in clause (a), and such default shall continue unremedied for a period of 10 days after the earlier of the date on which (x) any officer of the Borrower becomes aware of such failure or (y) written notice thereof shall have been given to the Borrower from Noteholder.
(a)the Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;
(b)there is commenced against the Borrower any case, proceeding, or other action of a nature referred to in Section 8.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of 30 days;
(c)there is commenced against the Borrower any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof;
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accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (b) exercise any or all of its rights, powers or remedies under applicable Law;provided, however, that if an Event of Default described in Section 8.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder.
2485 Village View Drive, Suite 190
Henderson, NV 89074
Telephone No.: 888-336-9559
Attention: Brock McKinley
E-mail: brockmckinley@outlook.com
with a copy to (which shall not constitute notice):
Ideal Business Partners
552 E. Charleston Blvd.
Las Vegas, NV 89104
Telephone No.: 702-852-6601
Facsimile No.: 702-947-4955
Attention: Glenn H. Truitt
E-mail: glenn@idealbusinesspartners.com
Grow Capital, Inc.
2485 Village View Drive, Suite 180
Henderson, NV 89074
Telephone No.: (702) 830-7919
Attention: Jonathan Bonnette
E-Mail: jbonnette@growcapitalinc.com
with a copy to (which shall not constitute notice):
Seyfarth Shaw LLP
700 Milam Street, Suite 1400
Houston, Texas 77002
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Telephone No.: (713) 238-1887
Facsimile No.: (713) 225-2340
Attention:Mark Coffin
E-Mail:mcoffin@seyfarth.com
10.3Attorneys’ Fees. In case of an Event of Default, or any action at law or suit in equity to enforce this Note or the rights of the Noteholder under this Note, the Noteholder shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.
10.4Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, and the transactions contemplated hereby shall be governed by the laws of the State of Nevada.
10.5Submission to Jurisdiction.
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shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note.
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[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Note as of the Effective Date.
| ENCOMPASS MORE GROUP, INC. |
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By/s/ Brock McKinley |
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[Signature Page to Encompass Promissory Note]