ContractWarrant Agreement • November 25th, 2014 • 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.
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”).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 25th, 2014 • Nuvel Holdings, Inc. • Jewelry, precious metal • New York
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (“Amendment”), dated as of April 8, 2014, is by and among NUVEL HOLDINGS, INC., a corporation organized under the laws of Florida (the “Company”), ALPHA CAPITAL ANSTALT, as collateral agent (in such capacity, together with its successors in such capacity, the “Agent”) for the Investors (as defined below) .
FIRST AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTESSecured Convertible Promissory Notes • 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” or the “Maker”), and the undersigned holder of the Company’s Secured Convertible Promissory Notes (each a “Secured Note” and collectively, the “Secured Notes”) originally issued in connection with the Company’s offering of up to $1,000,000 in Secured Notes, together with warrants granting the holders thereof the right to purchase a number of shares of the Company’s common stock on November 21, 2012.
