SECURITY AGREEMENTSecurity Agreement • November 28th, 2012 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
This SECURITY AGREEMENT, dated as of November ___, 2012 (this “Agreement”), is among Nuvel Holdings, Inc., a Florida corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, the “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes due ________________ which were issued on November ___, 2012, in the original aggregate principal amount of up to $1,250,000 (collectively, the “Notes”) (collectively, the “Secured Parties”). Capitalized terms used in this Agreement which are not defined herein shall have the meaning ascribed to them in the Subscription Agreement dated as of the date hereof by and among the Company and subscribers named therein.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 28th, 2012 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November __, 2012, by and between Nuvel Holdings, Inc., a Florida corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
NONQUALIFIED STOCK OPTION AGREEMENT ORANGEHOOK, INC.Nonqualified Stock Option Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS AGREEMENT, made effective as of this day of ___________, 20__, by and between OrangeHook, Inc., a Minnesota corporation (the "Company"), and _________________ ("Participant").
RESTRICTED STOCK UNIT AGREEMENT ORANGEHOOK, INC.Restricted Stock Unit Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS AGREEMENT, made effective as of this day of , 20___, by and between OrangeHook, Inc., a Minnesota corporation (the "Company"), and _____________________ ("Participant").
RESTRICTED STOCK AGREEMENT ORANGEHOOK, INC.Restricted Stock Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS AGREEMENT is made effective as of this ____ day of , 20__, by and between OrangeHook, Inc., a Minnesota corporation (the "Company"), and _________________________ ("Participant").
ContractWarrant Agreement • June 23rd, 2015 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
ORANGEHOOK, INC.Equity Incentive Plan • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
ContractSafe (Simple Agreement for Future Equity) • January 5th, 2018 • Orangehook, Inc. • Services-prepackaged software
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 12th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment") is made effective as of October 14, 2016, by and among OrangeHook, Inc., a Minnesota corporation ("OrangeHook"), Nuvel Holdings, Inc., a Florida corporation ("Nuvel"), and OH Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Nuvel ("Merger Sub"), and amends that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among OrangeHook, Nuvel and Merger Sub, dated as of July 1, 2016 (the "Signing Date").
December 30, 2011Lock-Up Agreement • March 19th, 2012 • Harmony Metals, Inc. • Jewelry, precious metal
Reference is made to the proposed share exchange (the “Exchange”) between the holders of the common stock of Nuvel, Inc., a Delaware corporation (the “Company”) and Harmony Metals, Inc. (“Harmony”), a Florida corporation, by which the common stock of Harmony, par value $.001 per share (the “Common Stock”) will be issued to such holders in exchange for shares of the Company pursuant to the Share Exchange Agreement dated as of December 30, 2011 (the “Exchange Agreement”).
COMMERCIAL GUARANTYCommercial Guaranty • November 14th, 2017 • Orangehook, Inc. • Services-prepackaged software
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantor 's Share of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents.
Lender AgreementLender Agreement • August 14th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Donald Miller ("Miller") of [*] FL (collectively, the "Parties") on June 9, 2017 ("Effective Date").
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG ORANGEHOOK, INC., OH SOLUTIONS, INC., LIFEMED ID, INC., AND THE PRINCIPAL SHAREHOLDERS OF LIFEMED ID, INC. DATED AS OF MAY 31, 2016Agreement and Plan of Merger • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of May 31, 2016, by and among (i) OrangeHook, Inc., a Minnesota corporation ("Parent"); (ii) OH Solutions, Inc., a California corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"); (iii) LifeMed ID, Inc., a California corporation ("Company"); and (iv) the principal shareholders of the Company identified on the signature pages hereto (each, a "Principal Shareholder" and collectively, the "Principal Shareholders"). This Agreement amends and restates in its entirety that certain Agreement and Plan of Merger between the parties originally dated March 30, 2016 (the "Original Agreement"); any representations, warranties, or covenants in the Original Agreement are superseded as set forth in this Agreement.
NUVEL HOLDINGS, INC. SECURED CONVERTIBLE PROMISSORY NOTES SUBSCRIPTION AGREEMENTSecured Convertible Promissory Notes Subscription Agreement • June 23rd, 2015 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
This SECURITY AND COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of _________________, 2014, by and among Nuvel Holdings, Inc., a Florida corporation (the “Company”), Escrow, LLC (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire Secured Convertible Notes (“Secured Notes”) issued or to be issued by the Company.
HARMONY METALS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2010 • Harmony Metals, Inc. • Jewelry, precious metal • Florida
INCENTIVE STOCK OPTION AGREEMENT ORANGEHOOK, INC.Incentive Stock Option Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS AGREEMENT, made effective as of this ____ day of ____________, 20__, by and between OrangeHook, Inc., a Minnesota corporation (the "Company"), and __________________ ("Participant").
ContractNote Agreement • November 14th, 2017 • Orangehook, Inc. • Services-prepackaged software • Minnesota
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN IN-DEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
Terms of Lender AgreementLender Agreement • April 17th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of , MN (collectively, the "Parties") on January 19, 2017 ("Date of Origination").
Lender AgreementLender Agreement • May 15th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of 2040 Kimberly Court N., Plymouth, MN 55447 (collectively, the "Parties") on March 2, 2017 ("Date of Origination").
Lender AgreementLender Agreement • August 14th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of [*], MN (collectively, the "Parties") on June 22, 2017.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • November 25th, 2014 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
THIS FIRST AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES (“Amendment”), dated as of April 8, 2014 (the “First Amendment Effective Date”), is entered into by and between NUVEL HOLDINGS, INC., a corporation organized under the laws of Florida (the “Company”), and the undersigned subscriber of the Company’s Secured Convertible Promissory Note (the “Secured Note”) originally issued in connection with the Company’s offering of up to $1,000,000 in Secured Notes, together with warrants granting the Subscriber the right to purchase a number of shares of the Company’s common stock (the “Warrant”) pursuant to the Subscription Agreement, dated November 21, 2012 (the “Subscription Agreement”).
GUARANTYGuaranty • March 19th, 2012 • Harmony Metals, Inc. • Jewelry, precious metal • New York
This Guaranty, dated December 30, 2011, is made by the undersigned entity (“Guarantor”), in favor of Paragon Capital Offshore LP (the “Lender”).
BUSINESS PARTNERSHIP AGREEMENTBusiness Partnership Agreement • April 11th, 2017 • Orangehook, Inc. • Services-prepackaged software • New York
This Business Partnership Agreement (this "Agreement") is entered into as of March 10th, 2016 ("Effective Date") by and between Lenovo PC HK Limited ("Lenovo") a company organized and existing under the laws of Hong Kong with its office located at 23/F, Lincoln House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong, and LifeMed ID, Inc – ("Partner" or "LifeMed") a company organized and existing under the laws of California with its office located at 6349 Auburn Blvd., Citrus Heights, CA 95621. Each of Lenovo and Partner is referred to herein as a "Party" and are collectively referred to herein as the "Parties".
MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTSModification of Commercial Promissory Note • April 17th, 2017 • Orangehook, Inc. • Services-prepackaged software
THIS MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS is made this 23rd day of December 2016, by and between OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), and MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Holder") (the Maker and the Holder are hereinafter collectively referred to as the "Parties").
AGL SYSTEM RIGHTS AGREEMENTAgl System Rights Agreement • April 17th, 2017 • Orangehook, Inc. • Services-prepackaged software • Washington
This AGL System Rights Agreement ("Agreement") is entered into as of April 19, 2016 ("Effective Date"), by and between Agilivant LLC, a Washington limited liability company with principal offices at 312 SE Stonemil Dr., Suite 135, Vancouver WA 98684 ("Agilivant") on the one side, and Corporate Resources Australia Limited ACN 602 763 824 an Australian limited company with principle offices located at Mezzanine, North Building, 333 Collins Street, Melbourne, Victoria, 3000 Australia ("CRA") and CRA's wholly owned subsidiary, WAIV International Pty Ltd. an Australian proprietary limited company with principle offices located at Level 2 Suite 3/157 Fitzroy Street, St. Kilda, Victoria, Australia ("WAIV") on the other side. CRA and WAIV are collectively the "CRA Parties." CRA, WAIV and Agilivant are each a "Party" and collectively the "Parties."
Lender AgreementLender Agreement • May 15th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of 2040 Kimberly Ct. N., Plymouth, MN 55447 (collectively, the "Parties") on April 20, 2017.
AGREEMENT FORAssignment of Contract Proceeds • November 14th, 2017 • Orangehook, Inc. • Services-prepackaged software • Minnesota
THIS AGREEMENT FOR ASSIGNMENT OF CONTRACT PROCEEDS ("Agreement"), dated as of October 4, 2017, ("Effective Date") from OrangeHook, Inc., a Florida corporation ("OrangeHook"), with principal offices at 319 Barry Avenue South, Suite 300, Wayzata, MN 55391 and LifeMed ID, Inc, a California corporation ("LifeMed)" and, together with OrangeHook, individually and collectively, jointly and severally, the "Companies") with principal offices at 3009 Douglas Boulevard, Suite 200, Roseville, California 95661 to Dan Thompson, an individual ("Thompson"), located at [*] MN 55446 (collectively, the "Parties").
ContractUnsecured Promissory Note • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS NOTE, AND ANY EQUITY INTERESTS OF THE COMPANY WHICH MAY BE ISSUED UPON CONVERSION HEREOF, HAVE BEEN ACQUIRED AS AN INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR TRANSFERRED WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE ACT, AND ALL APPLICABLE STATE SECURITIES LAWS OR (ii) REGISTRATION UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • California
OrangeHook, Inc., a Minnesota corporation (together with any successor entity, hereafter "OrangeHook") with principal address at 319 Barry Avenue South, Wayzata, Minnesota 55391, and Robert J. (Bob) Philbin, an individual resident of the State of Arizona (hereafter the "Employee"), have entered into this Employment Agreement (this "Agreement"), effective as of November 9, 2016 ("Effective Date"), as follows:
Membership Unit Purchase Agreement by and among ORANGEHOOK, INC., AGILIVANT, LLC, and certain MEMBERS OF AGILIVANT, LLCMembership Unit Purchase Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS MEMBERSHIP UNIT PURCHASE AGREEMENT, dated as of February 12, 2016, is by and among OrangeHook, Inc., a Minnesota corporation (the "Company"), AGL (as defined below), the members of AGL that are signatories hereto (each a "Transferor" and collectively, the "Transferors").
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal
THIS AGREEMENT ("Agreement"), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into this ____ day of ______________, 2016 between Nuvel Holdings, Inc., a Florida corporation (the "Company"), and ___________________________ ("Indemnitee").
HARMONY METALS, INC. A FLORIDA CORPORATION TOTAL AUTHORIZED ISSUE 100,000,000 SHARES COMMON STOCK, $0.001 PAR VALUEStock Certificate • November 5th, 2010 • Harmony Metals, Inc.
This certifies that _________________________________________________ is hereby issued ____________________________________________________ fully paid and non-assessable Shares of Common Stock of Harmony Metals, Inc., transferable on the books of the Corporation by the holder hereof, in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.
Amendment 1 to Business Partner Agreement MA-13-000677Business Partner Agreement • April 17th, 2017 • Orangehook, Inc. • Services-prepackaged software
This Amendment #1 ("Amendment 1") is dated as of August 19, 2016 ("Effective Date") by and between Lenovo PC HK. Limited ("Buyer"), LifeMed ID, Inc. ("Partner" or "LifeMed") and LifeMed's parent company, OrangeHook, Inc. ("OrangeHook") (collectively, the "Parties") and constitutes an amendment to the Business Partner Agreement between the Parties dated March 10, 2016 (the "Agreement").
ContractPromissory Note • August 14th, 2017 • Orangehook, Inc. • Services-prepackaged software • Minnesota
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS NOTE, AND ANY EQUITY INTERESTS OF THE COMPANY WHICH MAY BE ISSUED UPON CONVERSION HEREOF, HAVE BEEN ACQUIRED AS AN INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR TRANSFERRED WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE ACT, AND ALL APPLICABLE STATE SECURITIES LAWS OR (ii) REGISTRATION UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
EXTENSION AGREEMENTExtension Agreement • November 14th, 2017 • Orangehook, Inc. • Services-prepackaged software • Minnesota
THIS EXTENSION AGREEMENT ("Agreement") is effective as of on the 29th day of August, 2017 ("Effective Date"), by and between OrangeHook, Inc., a Minnesota corporation, Donald M. Miller, an individual residing in the State of Florida, Whitney E. Peyton, an individual residing in the State of Montana, Murray R. Klane, an individual residing in the State of Minnesota, Jeffrey Hattara, an individual residing in the State of Minnesota, James L. Mandel, an individual residing in the State of Minnesota, and MEZ Capital, LLC, a Minnesota limited liability company (hereinafter from time to time referred to collectively as the "Parties").
