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").
ORANGEHOOK, INC.Equity Incentive Plan • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
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March 30, 2016 (the "Original Agreement"); any representations, warranties, or covenants in the Original Agreement are superseded as set forth in this Agreement.
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").
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").
RESTRICTED STOCK AGREEMENT NUVEL HOLDINGS, INC.Restricted Stock Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Minnesota
THIS AGREEMENT ("Agreement") is made effective as of December 1, 2016, by and between Nuvel Holdings, Inc., a Florida corporation (the "Company"), and Richard Resnick, a resident of the state of California ("Grantee").
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 5th, 2016 • Nuvel Holdings, Inc. • Jewelry, precious metal • Michigan
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of October 1, 2015, by and among OrangeHook, Inc., a Minnesota corporation ("Parent"), Salamander Technologies, LLC, a Minnesota limited liability company and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), Salamander Technologies, Inc., a Michigan corporation ("Company"), the stockholders of the Company as set forth on the signature pages attached hereto (the "Company Stockholders"), and solely with respect to Section 6.5 hereof, Russell L. Miller, Sally G. Miller, Micheal A. Whelan and Diane M. Whelan, each in his or her individual capacity, and along with each of their respective Affiliates (collectively, the "Non-Compete Parties").
