REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design • New York
Registration Rights Agreement (the “Agreement”), dated as of July 25, 2012, by and between INNOLOG HOLDINGS CORPORATION, a corporation organized under the laws of Nevada, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • July 31st, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design • New York
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of July 25, 2012 by and between INNOLOG HOLDINGS CORPORATION a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
PROMISSORY NOTEInnolog Holdings Corp. • May 20th, 2013 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, Innolog Holdings Corporation (“IHC”) and Innovative Logistics Techniques, Inc. (“Innolog”) (together the “Maker”), and Ian Reynolds as Guarantor (“Guarantor”), each jointly and severally promise to pay to the Kay M. Gumbinner Trust (“Holder”), at such place as Holder may later designate in writing, in lawful money of the United States, the principal sum of TWENTY-FIVE THOUSAND US DOLLARS ($25,000.00) (“Principal Amount”) in accordance with this promissory note (the “Note”) under the terms set forth herein. Holder may offset any prior amounts owed in providing the Principal Amount. All of the obligations directly or indirectly due to Holder hereunder and in connection with the transactions contemplated hereby and all obligations owed to affiliates of Holder in connection with this or any other loan (including guarantees), including without limitation principal, interest, fees, past due fees, settlement amounts, purchase prices, payments under any gua
GUARANTY (Continuing Debt - Unlimited)Innolog Holdings Corp. • August 17th, 2010 • Services-motion picture & video tape production • Maryland
GUARANTY AND INDEMNITY AGREEMENTGuaranty and Indemnity Agreement • April 16th, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design • Tennessee
This GUARANTY AND INDEMNITY AGREEMENT (“Guaranty”), made as of December 9, 2011 by IAN REYNOLDS, M.D. (“Guarantor”), whose address is 450 Medical Center drive, Suite 206, Webster, TX 77598 (email: janrey@comcast.net) in favor of Farzin Ferdowsi (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2007 • uKARMA CORP • New York
This Employment Agreement (the “Agreement”) is entered into as of January 1, 2006, by and between Bill Glaser (the “Executive”) and UKARMA CORPORATION, a Nevada corporation (the “Company”).
PROMISSORY NOTEInnolog Holdings Corp. • April 16th, 2012 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, Innolog Holdings Corporation and Innovative Logistics Techniques, Inc., (together the “Maker”), jointly and severally promise to pay to the Farzin Ferdowsi (the “Holder”), at such place as the Holder may later designate in writing, in lawful money of the United States, the principal sum of TWO HUNDRED THOUSAND US DOLLARS ($200,000.00) in accordance with this promissory note (the “Note”) under the terms set forth herein. All of the obligations directly or indirectly due to Holder hereunder and in connection with the transactions contemplated hereby, including without limitation principal, interest, fees, past due fees, purchase prices, costs and expenses, are collectively referred to as the “Obligations.”
COMMON STOCK PURCHASE WARRANT To Purchase up to 250,000 of Common Stock of UKARMA CORPORATION March 13, 2007uKARMA CORP • June 28th, 2007 • Services-motion picture & video tape production • New York
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, BILL GLASER (the "Holder"), is entitled, upon the terms and subject to the limitations on vesting and exercise and the conditions hereinafter set forth, at any time after the date hereof (the "Initial Exercise Date") and until five (5) years from such date (the "Termination Date"), but not thereafter, to subscribe for and purchase from UKARMA CORPORATION, a Nevada corporation (the "Company"), 250,000 shares (the "Warrant Shares") of Common Stock, par value $.001 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be TWENTY-FIVE CENTS ($.25) (the "Exercise Price") subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
CONVERSION AGREEMENTConversion Agreement • November 19th, 2007 • uKARMA CORP • Services-motion picture & video tape production • California
This CONVERSION AGREEMENT (the "Agreement") is dated as of August 27, 2007 by and between uKarma Corporation, a Nevada corporation, with headquarters located at 520 Broadway, Suite 350, Santa Monica, California 90401 (the "Company"), and Alicia Blas McDonald (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Notes (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • August 12th, 2010 • uKARMA CORP • Services-motion picture & video tape production • California
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 9, 2010 by and between uKarma Corporation, a Nevada corporation (“uKarma”), and Awesome Living, Inc., a Nevada corporation (“Awesome Living”).
PROMISSORY NOTEInnolog Holdings Corp. • May 20th, 2013 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, Innolog Holdings Corporation (“IHC”) and Innovative Logistics Techniques, Inc. (“Innolog”) (together the “Maker”), and William P. Danielczyk (“WPD”) and Fred R. Gumbinner (“FRG”) (WPD and FRG together are the “Guarantors”) as guarantors, each jointly and severally promise to pay to Sunjay Berdia (“Holder”), at such place as Holder may later designate in writing, in lawful money of the United States, the principal sum of TWENTY-FIVE THOUSAND US DOLLARS ($25,000.00) (“Principal Amount”) in accordance with this promissory note (the “Note”) under the terms set forth herein. All of the obligations directly or indirectly due to Holder hereunder and in connection with the transactions contemplated hereby, including without limitation principal, interest, fees, costs and expenses, are collectively referred to as the “Obligations.”
CONSULTING AGREEMENTConsulting Agreement • February 12th, 2007 • uKARMA CORP • New York
This CONSULTING AGREEMENT ("Agreement") is made and entered into as of February 28, 2006 by and between UKARMA CORPORATION, with its principal executive office located at 31 Union Square West #12A, New York, NY 10003 (the “Company”) and MR. LEN PANZER of 88 Random Farms Drive, Chappaqua NY 10514 (the "Consultant").
CONSULTING AGREEMENTConsulting Agreement • February 12th, 2007 • uKARMA CORP • New York
This Consulting Agreement (the “Agreement”) is entered into as of April 19, 2006, by and between between UKARMA CORPORATION, with its principal office located at 770 Broadway, 2nd Floor, New York, NY 10003 (the “Company”) and MR. ERIC PASKEL residing at 6918 West Knollwood Circle, West Bloomfield MI 48322 (the "Consultant").
AMENDED AND RESTATED MERGER AGREEMENT by and among Galen Capital Corporation a Nevada corporation and Innolog Holdings Corporation, a Nevada corporation on the one hand; and uKarma Corporation, a Nevada corporation, and GCC Merger Sub Corporation, a...Merger Agreement • August 12th, 2010 • uKARMA CORP • Services-motion picture & video tape production • Nevada
This Amended And Restated Merger Agreement, dated as of August 11, 2010 (this “Agreement”), is made and entered into by and among Galen Capital Corporation, a Nevada corporation (“GCC”) and Innolog Holdings Corporation (“Innolog”), on the one hand; and GCC Merger Sub Corporation, a Nevada corporation (the “Merger Sub”) and uKarma Corporation, a publicly traded Nevada corporation (OTCBB: UKMA.OB) (“uKarma”) on the other hand. This Agreement amends and restates that certain Merger Agreement by and among GCC, Merger Sub and uKarma dated as of October 15, 2009 and amended by that certain First Amendment to the Merger Agreement dated as of December 18, 2009 (as amended, “Prior Agreement”).
PRODUCTION SERVICES AGREEMENTProduction Services Agreement • February 12th, 2007 • uKARMA CORP • California
This PRODUCTION SERVICES AGREEMENT (“Agreement”) is made as of this 13th day of November, 2006 (the “Effective Date”), by and between CAUDILL AND ASSOCIATES, INC., a California Corporation, 1334 E Chapman Ave., Orange, California 92866 (hereinafter referred to as “PSC”) and UKARMA CORPORATION, a Nevada Corporation, 520 Broadway, Santa Monica, CA 90401 (hereinafter referred to as “Client”).
SECOND EXTENSION & FORBEARANCE AGREEMENTForbearance Agreement • May 23rd, 2011 • Innolog Holdings Corp. • Services-motion picture & video tape production
THIS SECOND EXTENSION & FORBEARANCE AGREEMENT (the “Agreement”) is made between the Kay M. Gumbinner Trust, a Virginia trust (“Holder”) and Innovative Logistics Techniques, Inc. a Virginia corporation and Innolog Holdings Corporation, a Nevada corporation, each with its principal place of business in Virginia (together, “Innolog” or “Maker”) (collectively referred to as the “Parties”).
June 15, 2006uKARMA CORP • February 12th, 2007 • California
This letter, when signed below shall constitute the agreement (the "Agreement") between The Tribal Vision Group, LLC d/b/a Yoga Tribe and Culture Productions, a California Limited Liability Company with offices at 727 Ozone Street, Santa Monica, CA 90405 ("YTC"), and UKARMA, a Nevada corporation with offices at 770 Broadway, 2nd Floor, New York, NY 10003 (UKARMA") (together the “Parties”) regarding the production of four yoga and/or exercise videos anticipated to be primarily distributed via direct-response.
AMENDMENT TO PURCHASE AGREEMENT & AGREEMENT MODIFICATIONPurchase Agreement • August 16th, 2010 • uKARMA CORP • Services-motion picture & video tape production
This Amendment to Purchase Agreement & Agreement Modification (“Amendment”) is dated as of May 16, 2010, by and between Galen Capital Corporation, a Nevada corporation (“Galen”); GCC Capital Group, LLC, a Nevada limited liability corporation (“GCC”), Innolog Holdings Corporation (“Purchaser”), Innovative Logistics Techniques, Inc., a Virginia corporation (“Company”), the Company’s Stockholders (“Stockholders”) and Verle Hammond, an individual (“Hammond”) (collectively, the “Parties”).
CONVERSION AGREEMENTConversion Agreement • August 20th, 2007 • uKARMA CORP • Services-motion picture & video tape production • California
This CONVERSION AGREEMENT (the "Agreement") is dated as of August 14, 2007 by and between uKarma Corporation, a Nevada corporation, with headquarters located at 520 Broadway, Suite 350, Santa Monica, California 90401 (the "Company"), and Bill Glaser (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Notes (as defined below).
DME Securities LLCInnolog Holdings Corp. • August 22nd, 2011 • Services-motion picture & video tape production
This letter (together with Exhibits A, B and C annexed hereto and made a part hereof, all of which taken together constitute this (“Engagement Agreement”) confirms our complete understanding with respect to the retention of DME Securities LLC. (“DME”), a registered broker/dealer as exclusive placement agent and financial advisor to Innolog Holdings Corporation. (“Company’) in connection with up to $10,000,000 in debt/equity financing.
FORBEARANCE AGREEMENTForbearance Agreement • April 16th, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design
THIS FORBEARANCE AGREEMENT (the “Agreement”) is made between the Kay M. Gumbinner Trust, a Virginia trust (“Holder”) and Innovative Logistics Techniques, Inc. a Virginia corporation and Innolog Holdings Corporation, a Nevada corporation, each with its principal place of business in Virginia (together, “Innolog” or “Maker”) (collectively referred to as the “Parties”).
GUARANTY (Continuing Debt - Unlimited)Guaranty • August 16th, 2010 • uKARMA CORP • Services-motion picture & video tape production • Maryland
OPTION AGREEMENTOption Agreement • February 12th, 2007 • uKARMA CORP • New York
AMENDMENT TO SETTLEMENT AGREEMENT & EXTENSION AGREEMENTSSettlement Agreement • August 22nd, 2011 • Innolog Holdings Corp. • Services-motion picture & video tape production
THIS AMENDMENT TO SETTLEMENT AGREEMENT & EXTENSION AGREEMENTS (the “Agreement”) is made between the Kay M. Gumbinner Trust, a Virginia trust (“Holder”) and Innovative Logistics Techniques, Inc. a Virginia corporation and Innolog Holdings Corporation, a Nevada corporation, each with its principal place of business in Virginia (together, “Innolog” or “Maker”) (collectively referred to as the “Parties”).
SECURED PROMISSORY NOTE AGREEMENTPromissory Note Agreement • August 22nd, 2011 • Innolog Holdings Corp. • Services-motion picture & video tape production • Virginia
FOR VALU E RECEIVED, the undersigned, Innolog Holdings Corporation and Innovative Logistics Techniques, Inc., (together the "Maker"), jointly and severally prom isle to pay to the Kay M. Gumbinner Trust (the "Holder"), at such place as t he Holder may later designate in writing , in lawful money of the United States, the principal sum of TWENTY FIVE THOUSAND US DOLLARS ($25,000.00) in accordance with this prom issory note (the "Note") under the terms set forth herein.
PROMISSORY NOTEInnolog Holdings Corp. • May 20th, 2013 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, Innolog Holdings Corporation (“IHC”) and Innovative Logistics Techniques, Inc. (“Innolog”) (together the “Maker”), and Fred Gumbinner and William Danielczyk as Guarantors (“Guarantors”), each jointly and severally promise to pay to the Andrea S. Ballantine (“Holder”), at such place as Holder may later designate in writing, in lawful money of the United States, the principal sum of TEN THOUSAND US DOLLARS ($10,000.00) (“Principal Amount”) in accordance with this promissory note (the “Note”) under the terms set forth herein. Holder may offset any prior amounts owed in providing the Principal Amount. All of the obligations directly or indirectly due to Holder hereunder and in connection with the transactions contemplated hereby and all obligations owed to affiliates of Holder in connection with this or any other loan (including guarantees), including without limitation principal, interest, fees, past due fees, settlement amounts, purchase prices, payme
SECURITY AGREEMENTSecurity Agreement • April 16th, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design
Innolog Holdings Corporation and Innovative Logistics Techniques, Inc. hereinafter sometimes collectively referred to as the “debtor” or “debtors.” for value received, hereby grant to the Kay M. Gumbinner trust and to Robert Gumbinner and Fred Gumbinner, trustees under a trust agreement dated January 9, 2008 (known as the Kay M. Gumbinner Trust) (hereinafter called “Secured Party”), a security interest in the property described below (hereinafter collectively called “Collateral”) to secure the payment of the principal and interest on and of an obligation or obligations owing to the Secured Party in the amount of One Hundred Seventy-FIVE Thousand Dollars and no Cents ($175,000.00), plus the Default Fee; plus all Late Fees; plus interest at 28% per annum, compounded daily, from the date of Default, until paid, including and after the recording of this confession of judgment, plus all costs of collection, including all of secured party’s attorneys’ fees, less credit for any payments made.
FIRST AMENDMENT TO LEASELease • May 14th, 2009 • uKARMA CORP • Services-motion picture & video tape production
THIS FIRST AMENDMENT TO LEASE (the “Agreement”) is made and entered into this _____ day of October, 2008 (“Effective Date”) by and between JEFFREY A. FISCHER AND HILARY K. FISCHER AND GARVIN DRIVE LIMITED PARTNERSHIP, an Arkansas limited partnership (“Landlord”) and, UKARMA CORPORATION, a Nevada corporation (“Tenant”).
SETTLEMENT AGREEMENTSettlement Agreement • August 22nd, 2011 • Innolog Holdings Corp. • Services-motion picture & video tape production
THIS SETTLEMENT AGREEMENT (the "Agreement") is made between the Kay M. Gumbinner Trust, a Virginia trust ("Holder") and Innovative Logistics Techniques, Inc. a Virginia corporation and Innolog Holdings Corporation, a Nevada corporation, each with its principal place of business in Virginia (together, "Innolog" or "Maker") (collectively referred to as the "Parties").
Note Purchase AgreementNote Purchase Agreement • May 25th, 2012 • Innolog Holdings Corp. • Services-computer integrated systems design • Virginia
This Note Purchase Agreement (the “Agreement”) is made as of May 21, 2012 (the “Effective Date”) by and among Innolog Holdings Corporation, a Nevada corporation (the “Company”) and the persons and entities named on the Schedule of Purchasers attached to this Agreement (individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO LETTER OF INTENTLetter of Intent • August 19th, 2009 • uKARMA CORP • Services-motion picture & video tape production
This Amendment to Letter of Intent (the “Amendment”) is made and entered into as of August 18, 2009 by and between Galen Capital Corporation (“Galen”) and UKARMA Corporation (“UKARMA”).
October 11, 2006 Bill Glaser UKarma Corporation New York, NY 10003 Re: Much and House Fee Agreement Dear Bill:uKARMA CORP • February 12th, 2007
Thank you for the opportunity to be of service to you and your company. We are writing to set forth our agreement regarding compensation which you (“Client”) shall pay to Much and House Public Relations (“Much and House”) for our public relations and marketing management services for uKarma Corp. as outlined in Attachment “A”. While we apologize for the formality of the agreement, we have found it most helpful insofar as letting you and your company know of your obligations and avoiding problems in the future. If you have any questions concerning any of the terms of the agreement, please contact me as soon as possible, and we will be glad to discuss them with you. The terms of the agreement are as follows:
ContractAgreement • August 19th, 2008 • uKARMA CORP • Services-motion picture & video tape production
This Agreement is entered into as of the 25th day of April, 2008, by and between uKarma Corp. (“uKarma”), located at 520 Broadway, Suite 350, Santa Monica, CA 90401, and Eric Paskel (“Writer”), located at 420 Gretna Green, Los Angeles, CA 90049, with reference to the following facts:
July 9, 2007 Bill Glaser uKarma CorporationOption Agreement • July 30th, 2007 • uKARMA CORP • Services-motion picture & video tape production
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2011 • Innolog Holdings Corp. • Services-motion picture & video tape production
Innolog Holdings Corporation and Innovative Logistics Techniques, Inc. hereinafter sometimes collectively referred to as the “debtor” or “debtors.” for value received, hereby grant to the Kay M. Gumbinner trust and to Robert Gumbinner and Fred Gumbinner, trustees under a trust agreement dated January 9, 2008 (known as the Kay M. Gumbinner Trust) (hereinafter called “Secured Party”), a security interest in the property described below (hereinafter collectively called “Collateral”) to secure the payment of the principal and interest on and of an obligation or obligations owing to the Secured Party in the amount of ONE HUNDRED SEVENTY-SEVEN THOUSAND DOLLARS AND NO CENTS ($177,000.00), plus a Late Fee of SEVENTEEN THOUSAND SEVEN HUNDRED Dollars and 00/100 cents ($17,700.00); plus SIXTY-FIVE THOUSAND DOLLARS ($65,000) in connection with the Warrants; plus interest at 18% per annum, compounded daily, from the April 20, 2011, until paid, including and after the recording of this confession of
