SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2010 • Umami Sustainable Seafood Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This Securities Purchase Agreement (this “Agreement”), dated as of October 20, 2010, is between Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractSubscription Agreement • July 12th, 2006 • Lions Gate Lighting Corp. • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
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”).
LIONS GATE LIGHTING CORP. FORM OF COMMON STOCK WARRANTLions Gate Lighting Corp. • July 7th, 2010 • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This Warrant is being issued as part of units (the “Units”) issued by the Company in a private placement pursuant to the Company’s Confidential Private Placement Memorandum dated December 24, 2009, as amended and/or supplemented (the “PPM”) and accompanying Subscription Agreement (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This Agreement is made pursuant to that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, between the Company and the Investor.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 22nd, 2010 • Umami Sustainable Seafood Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (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 “Company”), and UTA Capital LLC, a Delaware limited liability company (“Purchaser”).
AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of June 27, 2012 (this “Amendment”), to the PLEDGE AGREEMENT, dated as of May 15, 2012 (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Pledge Agreement”) by and among AURORA INVESTMENTS EHF (“Aurora”), ATLANTIS GROUP HF (“Atlantis,” and together with Aurora, the “Grantors”), KALI TUNA D.O.O., (“Secured Party”), ATLANTIS CO. LTD. (“Atlantis Co.”) and UMAMI SUSTAINABLE SEAFOOD INC. (“Umami”).
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”).
UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK OPTION AGREEMENTNon-Plan Stock Option Agreement • July 16th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • Nevada
THIS NON-PLAN STOCK OPTION AGREEMENT (this “Option Agreement”) dated as of June 30, 2010 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s common stock (“Common Stock”) first set forth below.
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”).
DISTRIBUTOR AGREEMENTDistributor Agreement • September 22nd, 2006 • Lions Gate Lighting Corp. • Wholesale-electrical apparatus & equipment, wiring supplies • British Columbia
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:
WRITTEN EXPLANATION OF THE VERBAL AGREEMENT BETWEEN LIONS GATE LIGHTING CORP. AND ROBERT MCISAACOf the Verbal Agreement • September 22nd, 2006 • Lions Gate Lighting Corp. • Wholesale-electrical apparatus & equipment, wiring supplies • British Columbia
This Consultant Agreement ("Agreement') is made and effective this 2nd day of May, 2005 by and among Lions Gate Lighting Corp. a Nevada Corporation (the "Company") and Robert McIsaac (the “Consultant”).
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.
UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK UNIT AWARD AGREEMENTNon-Plan Stock Unit Award Agreement • August 19th, 2013 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • Nevada
THIS NON-PLAN STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of August 16, 2013 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and Tim Fitzpatrick (the “Executive”).
UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 2 Dated as of April 16, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative AgentCredit Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
AMENDMENT NO. 2 dated as of April 16, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C.V., a Mexican corporation (the "Mexican Borrower" and, together with the US Borrower, the "Borrowers"); and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent for the Lenders (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2012 (the “Effective Date”), by and among Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), Tim Fitzpatrick, an individual (“Executive).
UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 5 Dated as of October 4, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative AgentCredit Agreement • November 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
AMENDMENT NO. 5 dated as of October 4, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C.V., a Mexican corporation (the "Mexican Borrower" and, together with the US Borrower, the "Borrowers"); and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent for the Lenders (as hereinafter defined).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • May 12th, 2009 • Lions Gate Lighting Corp. • Wholesale-electrical apparatus & equipment, wiring supplies • British Columbia
UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 4 Dated as of August 10, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative AgentCredit Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
AMENDMENT NO. 4 dated as of August 10, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C.V., a Mexican corporation (the "Mexican Borrower" and, together with the US Borrower, the "Borrowers"); and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent for the Lenders (as hereinafter defined).
UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 1 Dated as of February 22, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative AgentCredit Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
AMENDMENT NO. 1 dated as of February 22, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C.V., a Mexican corporation (the "Mexican Borrower" and, together with the US Borrower, the "Borrowers"); and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent for the Lenders (as hereinafter defined).
AGREEMENT ON PURCHASE OF SHARES OF KALI TUNA d.o.o. by and between BAJA AQUA- FARMS S.A. DE C.V. as seller and J-TRADING, INC. as purchaser dated 14 November 2014Agreement on Purchase • November 24th, 2014 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
BAJA AQUA-FARMS S.A. DE C.V., with the address at Seis 160 Parque Industrial Fondeport El Sauzal, Ensenada, Baja California 22760, Mexico, registered with the Registro Publico De la Propiedad Y De Comercio Del Estado Del Baja California under registry number 7599 3, represented by Mr Timothy Fitzpatrick, (hereinafter referred to as: the “Seller”)
TERMINATION AGREEMENTTermination Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
Reference is hereby made to that certain Call Option Agreement dated July 1, 2010 (as subsequently amended, extended or renewed, the “Agreement”) between Atlantis Group HF and Lions Gate Lighting Corp. (now known as Umami Sustainable Seafood Inc.). The parties to the Agreement hereby agree as follows:
Sales Agency AgreementSales Agency Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
Atlantis Group hf. a Limited-Liability Company, registered under the Laws of Iceland, at the Company registration with the reg.no. 700805-1580, Stórhöfða 15 Reykjavik, Iceland (the "Agent")
CONFIDENTIAL Atlantis Group HF. and LIONS GATE LIGHTING CORP.Call Option Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
Whereas Atlantis has an extensive experience, knowhow and expertise in its operation of fish farming and fish processing, mainly in regard of Northern blue fin Tuna, but also in regard of other species, and
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:
Umami Sustainable Seafood and Kali Tuna Enter into a $10.4 Million Credit FacilityUmami Sustainable Seafood Inc. • July 18th, 2013 • Fishing, hunting and trapping
SAN DIEGO, July 17, 2013 (BUSINESS WIRE) -- On June 17, 2013, Umami Sustainable Seafood, Inc. (“Umami”), Kali Tuna d.o.o (“Kali”), a subsidiary of Umami, and MB LUBIN d.o.o. (“Lubin”) entered into a new credit agreement (the “New Credit Facility”), dated as of that date, with Erste&Steiermaerkische bank d.d. (“Erste Bank”), as administrative agent and the lenders party thereto.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New Jersey
This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 3, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and the individuals and entities listed on Schedule 1 attached hereto (each a “Purchaser”, and collectively, the “Purchasers”).
BUSINESS COOPERATION AGREEMENTUmami Sustainable Seafood Inc. • February 10th, 2012 • Fishing, hunting and trapping
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This Agreement is made pursuant to that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, between the Company and the Investor.
UMAMI SUSTAINABLE SEAFOOD, INC. DIRECTOR NON-PLAN STOCK UNIT AWARD AGREEMENTNon-Plan Stock Unit Award Agreement • November 15th, 2012 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • Nevada
THIS DIRECTOR NON-PLAN STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of _________ by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and __________ (the “Director”).
