EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Oli Valur Steindorsson (the “Employee”).
COMPANY PLEDGE AND SECURITY AGREEMENT (By Umami Sustainable Seafood Inc., relating to the Equity Interests and the Inventory (as each such term is defined herein) and any proceeds arising in connection with the sale or disposition of such Equity...Company Pledge and Security Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This COMPANY PLEDGE AND SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of October 7, 2010, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Pledgor,” or the “Company”) and UTA Capital LLC, a Delaware limited liability company (the “Pledgee”).
STOCK PURCHASE AGREEMENT BY AND AMONG VILHELM GUDMUNDSSON ROBERT GUDFINNSSON CORPOSA, S.A. DE C.V. HOLSHYRNA ehf BAJA AQUA-FARMS, S.A. DE C.V. OCEANIC ENTERPRISES INC. AND LIONS GATE LIGHTING CORP. EFFECTIVE AS OF July 20, 2010Stock Purchase Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is effective as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “Shareholders”), Vilhelm Mar Gudmundsson (“Gudmundsson”), Robert Gudfinnsson (“Gudfinnsson” and together with Gudmundsson, the “Directors”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), Oceanic Enterprises, Inc., a California Corporation (“Oceanic”), and Lions Gate Lighting Corp., a Nevada corporation (the “Buyer”). The Shareholders, the Company, Oceanic and the Directors are herein sometimes collectively referred to as the “Selling Parties.”
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (as amended, restated or supplemented from time to time, this “Amendment”) is entered into as of September 30, 2010, by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (“Borrower”), and Atlantis Group hf, a company formed under the laws of the republic of Iceland (“Lender”).
USD 15.000.000 LOAN AGREEMENT Between Umami Sustainable Seafood Inc. as Borrower and Atlantis Group hf. as LenderDebt Assumption Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
Clause Page 1 DEFINITIONS AND INTERPRETATION 2 2 THE FACILITY 4 3 Purpose 5 4 Conditions of Utilisation 5 5 Utilisation – (Draw down request) 6 6 Repayment 7 7 Prepayment 7 8 Interest 8 9 Interest Periods 9 10 TAXES 9 11 Increased costs 10 12 Other indemnities 10 13 Mitigation by the Lender 11 14 Costs and expenses 11 15 Guarantee and indemnity 11 16 Representations AND WARRANTIES 12 17 Information undertakings 13 18 NEGATIVE undertakings 15 19 Events of Default 18 20 ASSIGNMENTS AND SUBSTITUTION 20 21 Changes to the Borrower 20 22 Conduct of business by the Lender 21 23 Payment mechanics 21 24 Set-off 22 25 Notices 22 26 Calculations and certificates 23 27 Partial invalidity 23 28 Remedies and waivers 23 29 Counterparts 23 30 Governing law 24 31 Enforcement 24 SCHEDULE 1 26 SCHEDULE 2 30 SCHEDULE 3 31
ContractLending of Services Contract • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
This is a LENDING OF SERVICES CONTRACT (to be referred to henceforth simply as “The Contract”) which is being entered into by, as the first party, SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V. (to be referred to henceforth as “The Lender of Services”), represented in this action by Mrs. María del Socorro Carreras Castro and, as the other party, BAJA AQUA FARMS, S.A. de C.V. (henceforth to be referred to as “The Client”), represented in this action by Mr. Benito Javier Sarmiento Pérez. This contract is being formalized according to the following:
ContractFirst Agreement of Amendments • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Stock Purchase Agreement (the “SPA”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “Shareholders”), Vilhelm Mar Gudmundsson (“Gudmundsson”), Robert Gudfinnsson (“Gudfinnsson” and together with Gudmundsson, the “Directors”), Oceanic Enterprises, Inc., a California Corporation (“Oceanic”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company” and together with the Shareholders, Oceanic and the Directors, the “Selling Parties”), and Lions Gate Lighting Corp. (currently named “UMAMI SUSTAINABLE SEAFOOD”), a Nevada corporation (the “Buyer”), pursuant to the following recitals and clauses:
ContractFirst Agreement of Amendments • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Option Agreement (the “Option Agreement”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Holshyrna ehf, an Icelandic corporation (“ Holshyrna ”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), and Lions Gate Lighting Corp. (currently named “UMAMI SUSTAINABLE SEAFOOD”), a Nevada corporation (the “Optionee” or “UMAMI”), pursuant to the following recitals and clauses:
OPTION AGREEMENTOption Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
THIS OPTION AGREEMENT (this “Agreement”), dated July 20, 2010, is entered into by and among Baja Aqua-Farms, S.A. de C.V. (the “Company”), Lions Gate Lighting Corp., a Nevada corporation (the “Optionee” or “LGLC”), Corposa, S.A. de C.V. (“Corposa”), Holshyrna, ehf (“Holshyrna”). This Option Agreement is entered into pursuant to a Stock Purchase Agreement dated July 20, 2010 (the “Purchase Agreement”) among the parties hereto and certain other parties listed on the signature page thereof. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Purchase Agreement.
ContractAmend the Purchase Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
AGREEMENT TO AMEND THE PURCHASE AGREEMENT (hereinafter "Agreement") which is held by one hand BAJA AQUA-FARMS, SA DE CV (Hereinafter "BAF"), represented herein by Mr. Jaime Cuadra Joseph Velez and the other party MARPESCA, SA DE CV (Hereinafter "Fisheries"), represented herein by Mr. Victor Manuel Guadardo France, Contract they celebrate in accordance with the following:
ContractSale Purchasing Agreement • May 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
SALE PURCHASING AGREEMENT (hereinafter referred to as the "Agreement") entered into by, as the first party, BAJA AQUA FARMS, S.A. DE C.V. (hereinafter referred to as "BAF"), represented herein by Mr. Jaime Cuadra Velez and, as the second party, MARPESCA S.A.DE C.V. (hereinafter referred to as the "Fishing Company"), represented herein by Victor Manuel Guadardo France. This agreement is entered upon according the following:
