ContractWarrant Agreement • March 19th, 2012 • Harmony Metals, 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.
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”).
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”).
SECURITY AGREEMENTSecurity Agreement • March 19th, 2012 • Harmony Metals, Inc. • Jewelry, precious metal • New York
This SECURITY AGREEMENT (this “Agreement”) dated as of December 30, 2011, between Nuvel Inc., a Delaware corporation (the “Company”), and Paragon Capital Offshore LP (the “Lender”), who holds a $390,000 Secured Note of even date herewith (“Secured Note”) issued by the Company in its favor.
STATEMENT REGARDING PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT Nuvel Inc. (Name of Employee or Consultant: ___________________________________)Proprietary Information and Inventions Agreement • March 19th, 2012 • Harmony Metals, Inc. • Jewelry, precious metal
Attached to this Statement is your Proprietary Information and Inventions Agreement (the “Agreement”) with Nuvel, Inc. (the “Company”), a Delaware corporation and its subsidiaries.
ContractCommon Stock Purchase Warrant • March 19th, 2012 • Harmony Metals, 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.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 19th, 2012 • Harmony Metals, Inc. • Jewelry, precious metal • New York
THIS ASSIGNMENT AGREEMENT (the "Agreement") is entered into on the 1st day of February, 2012, by and between Harmony Metals, Inc., a Florida corporation (“Assignor”), and Sahej Holdings, Inc., a Florida corporation (“Assignee”).
