Nuvel Holdings, Inc. Sample Contracts

Orangehook, Inc. – AMENDMENT NO. 2 TO THE CERTIFICATE OF DESIGNATION OF SERIES OH-2 CONVERTIBLE PREFERRED STOCK OF ORANGEHOOK, INC. (February 23rd, 2018)

OrangeHook, Inc., a corporation organized and existing under the laws of the State of Florida, formerly known as Nuvel Holdings, Inc., in accordance with the provisions of the Florida Business Corporation Act (the "Act"), does hereby certify:

Orangehook, Inc. – Contract (January 5th, 2018)

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Orangehook, Inc. – Contract (January 5th, 2018)

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Orangehook, Inc. – FORBEARANCE AGREEMENT (November 14th, 2017)

This FORBEARANCE AGREEMENT ("Agreement") is entered into on the 8th day of  September, 2017 ("Effective Date") by and between OrangeHook, Inc., a Minnesota corporation, Donald M. Miller, an individual residing in the State of Florida, Whitney E. Peyton, an individual residing in the State of Montana, Murray R. Klane, an individual residing in the State of Minnesota, Jeffrey Hattara, an individual residing in the State of Minnesota, James L. Mandel, an individual residing in the State of Minnesota, and MEZ Capital, LLC, a Minnesota limited liability company, (hereinafter from time to time referred to collectively as the "Parties").

Orangehook, Inc. – Contract (November 14th, 2017)

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Orangehook, Inc. – COMMERCIAL PROMISSORY NOTE (November 14th, 2017)

FOR VALUE RECEIVED, the undersigned, OrangeHook, Inc., a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as the "Maker"), and having offices at 319 Barry Avenue South, Ste. 300, Wayzata, MN 55391, hereby agrees and promises to pay to the order of Jeffrey A. Levy, or his successors and assigns (hereinafter referred to as the "Holder"), at [*], or such place as the Holder hereof may from time to time designate in writing, the principal sum of Two Hundred Fifty Thousand and no/100 ($250,000.00) Dollars, together with interest on the unpaid principal balance of this Note outstanding from time to time, at the rate of 15% per annum based on a 365-day year.

Orangehook, Inc. – Contract (November 14th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN IN-DEFINITE PERIOD OF TIME.  THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

Orangehook, Inc. – Contract (November 14th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

Orangehook, Inc. – EXTENSION AGREEMENT (November 14th, 2017)

THIS EXTENSION AGREEMENT ("Agreement") is effective as of on the 29th day of August, 2017 ("Effective Date"), by and between OrangeHook, Inc., a Minnesota corporation, Donald M. Miller, an individual residing in the State of Florida, Whitney E. Peyton, an individual residing in the State of Montana, Murray R. Klane, an individual residing in the State of Minnesota, Jeffrey Hattara, an individual residing in the State of Minnesota, James L. Mandel, an individual residing in the State of Minnesota, and MEZ Capital, LLC, a Minnesota limited liability company (hereinafter from time to time referred to collectively as the "Parties").

Orangehook, Inc. – AGREEMENT FOR (November 14th, 2017)

THIS AGREEMENT FOR ASSIGNMENT OF CONTRACT PROCEEDS ("Agreement"), dated as of October 4,  2017, ("Effective Date") from OrangeHook, Inc., a Florida corporation ("OrangeHook"), with principal offices at 319 Barry Avenue South, Suite 300, Wayzata, MN 55391 and LifeMed ID, Inc, a California corporation ("LifeMed)" and, together with OrangeHook, individually and collectively, jointly and severally, the "Companies") with principal offices at 3009 Douglas Boulevard, Suite 200, Roseville, California 95661 to Dan Thompson, an individual ("Thompson"), located at [*] MN 55446 (collectively, the "Parties").

Orangehook, Inc. – Contract (November 14th, 2017)

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Orangehook, Inc. – Amendment 3 to Business Partner Agreement MA-13-000677 (November 14th, 2017)

This Amendment #3 ("Amendment 3") is dated as of September 19, 2017, by and between Lenovo PC HK. Limited ("Buyer"), LifeMed ID, Inc. ("Partner" or "LifeMed") and LifeMed's parent company, OrangeHook, Inc. ("OrangeHook") (collectively, the "Parties") and constitutes an amendment to the Business Partner Agreement between the Parties dated March 10, 2016 (the "Agreement").

Orangehook, Inc. – Contract (August 14th, 2017)

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.

Orangehook, Inc. – AGREEMENT FOR (August 14th, 2017)

THIS AGREEMENT FOR ASSIGNMENT OF CONTRACT PROCEEDS ("Agreement"), dated as of May 26, 2017, ("Effective Date") from OrangeHook, Inc., a Florida corporation ("OrangeHook"), with principal offices at 319 Barry Avenue South, Suite 300, Wayzata, MN 55391 and LifeMed ID, Inc, a California corporation ("LifeMed" and, together with OrangeHook, individually and collectively, jointly and severally, the "Companies") with principal offices at 3009 Douglas Boulevard, Suite 200, Roseville, California 95661 to Dan Thompson, an individual ("Thompson"), located at [*], [*], MN [*] (collectively, the "Parties").

Orangehook, Inc. – Lender Agreement (August 14th, 2017)

This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Donald Miller ("Miller") of [*] FL (collectively, the "Parties") on June 9, 2017 ("Effective Date").

Orangehook, Inc. – COMMERCIAL PROMISSORY NOTE (August 14th, 2017)

FOR VALUE RECEIVED, the undersigned, OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), hereby agrees and promises to pay to the order of MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota, its endorsees, successors, and assigns (hereinafter referred to as "Holder"), at 7241 Ohms Lane, Suite 275, Edina, MN 55439, or such place as Holder hereof may from time to time designate in writing, the principal sum of One Million and no/100 ($1,000,000.00) Dollars, together with interest thereon and as set forth below, in the amounts and/or at the rate hereinafter specified.

Orangehook, Inc. – Contract (August 14th, 2017)

THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN IN-DEFINITE PERIOD OF TIME.  THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

Orangehook, Inc. – Lender Agreement (August 14th, 2017)

This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of [*], MN (collectively, the "Parties") on June 22, 2017.

Orangehook, Inc. – COMMERCIAL PROMISSORY NOTE (August 14th, 2017)

FOR VALUE RECEIVED, the undersigned, OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), hereby agrees and promises to pay to the order of MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota, its endorsees, successors, and assigns (hereinafter referred to as "Holder"), at 7241 Ohms Lane, Suite 275, Edina, MN 55439, or such place as Holder hereof may from time to time designate in writing, the principal sum of Two Hundred  Fifty Thousand and no/100 ($250,000.00) Dollars, together with interest on the unpaid principal balance of this Note outstanding from time to time, in the amounts and/or at the rate hereinafter specified.

Orangehook, Inc. – Lender Agreement (May 15th, 2017)

This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of 2040 Kimberly Ct. N., Plymouth, MN 55447 (collectively, the "Parties") on April 20, 2017.

Orangehook, Inc. – SECOND MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS (May 15th, 2017)

THIS SECOND MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS is made this 24th day of February 2017, by and between OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), and MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Holder") (the Maker and the Holder are hereinafter collectively referred to as the "Parties").

Orangehook, Inc. – THIRD MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS (May 15th, 2017)

THIS THIRD MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS is made effective the 15th day of April 2017, by and between OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), and MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Holder") (the Maker and the Holder are hereinafter collectively referred to as the "Parties").

Orangehook, Inc. – Lender Agreement (May 15th, 2017)

This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of 2040 Kimberly Court N., Plymouth, MN 55447 (collectively, the "Parties") on March 2, 2017 ("Date of Origination").

Orangehook, Inc. – MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS (May 15th, 2017)

THIS MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS is made effective this 15th day of April 2017, by and between OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), and MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Holder") (the Maker and the Holder are hereinafter collectively referred to as the "Parties").

Orangehook, Inc. – Terms of Lender Agreement (April 17th, 2017)

This Lender Agreement ("Agreement") is entered into by and between Nuvel Holdings, Inc. ("Nuvel"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of ________________, (collectively, the "Parties") on December 6, 2016 ("Date of Origination").

Orangehook, Inc. – Amendment 1 to Business Partner Agreement MA-13-000677 (April 17th, 2017)

This Amendment #1 ("Amendment 1") is dated as of August 19, 2016 ("Effective Date") by and between Lenovo PC HK. Limited ("Buyer"), LifeMed ID, Inc. ("Partner" or "LifeMed") and LifeMed's parent company, OrangeHook, Inc. ("OrangeHook") (collectively, the "Parties") and constitutes an amendment to the Business Partner Agreement between the Parties dated March 10, 2016 (the "Agreement").

Orangehook, Inc. – FIRST AMENDMENT TO LENDER AGREEMENT (April 17th, 2017)

This First Amendment to Lender Agreement is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of _______________, MN (collectively, the "Parties"), and hereby amends that certain Lender Agreement between the Parties, dated January 19, 2017.

Orangehook, Inc. – MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS (April 17th, 2017)

THIS MODIFICATION OF COMMERCIAL PROMISSORY NOTE AND RELATED DOCUMENTS is made this 23rd day of December 2016, by and between OrangeHook, Inc., a corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Maker"), and MEZ Capital, LLC, a limited liability company organized and existing under the laws of the State of Minnesota (hereinafter referred to as the "Holder") (the Maker and the Holder are hereinafter collectively referred to as the "Parties").

Orangehook, Inc. – Terms of Lender Agreement (April 17th, 2017)

This Lender Agreement ("Agreement") is entered into by and between OrangeHook, Inc. ("OrangeHook"), a Florida corporation with headquarter offices at 319 Barry Ave. S., Ste. 300, Wayzata, MN 55391 and Richard Bernstein ("Bernstein") of , MN (collectively, the "Parties") on January 19, 2017 ("Date of Origination").

Orangehook, Inc. – PARTICIPATION AND REPAYMENT PRIORITY AGREEMENT (April 17th, 2017)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Guarantors agree as follows:

Orangehook, Inc. – AGL SYSTEM RIGHTS AGREEMENT (April 17th, 2017)

This AGL System Rights Agreement ("Agreement") is entered into as of April 19, 2016 ("Effective Date"), by and between Agilivant LLC, a Washington limited liability company with principal offices at 312 SE Stonemil Dr., Suite 135, Vancouver WA 98684 ("Agilivant") on the one side, and Corporate Resources Australia Limited ACN 602 763 824 an Australian limited company with principle offices located at Mezzanine, North Building, 333 Collins Street, Melbourne, Victoria, 3000 Australia ("CRA") and CRA's wholly owned subsidiary, WAIV International Pty Ltd. an Australian proprietary limited company with principle offices located at Level 2 Suite 3/157 Fitzroy Street, St. Kilda, Victoria, Australia ("WAIV") on the other side.   CRA and WAIV are collectively the "CRA Parties."   CRA, WAIV and Agilivant are each a "Party" and collectively the "Parties."

Orangehook, Inc. – BUSINESS PARTNERSHIP AGREEMENT (April 11th, 2017)

This Business Partnership Agreement (this "Agreement") is entered into as of March 10th, 2016 ("Effective Date") by and between Lenovo PC HK Limited ("Lenovo") a company organized and existing under the laws of Hong Kong with its office located at 23/F, Lincoln House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong, and LifeMed ID, Inc – ("Partner" or "LifeMed") a company organized and existing under the laws of California with its office located at 6349 Auburn Blvd., Citrus Heights, CA 95621.  Each of Lenovo and Partner is referred to herein as a "Party" and are collectively referred to herein as the "Parties".

Orangehook, Inc. – ORANGEHOOK, INC. Code of Ethical Business Conduct for Senior Financial Officers (March 7th, 2017)

In addition to being bound by all of the provisions of the OrangeHook, Inc. Code of Ethical Business Conduct, the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Corporate Controller (collectively, the "Senior Financial Officers") are subject to the following additional specific policies (together with the Code of Ethical Business Conduct referred to herein as the “Code of Ethics”):

Nuvel Holdings, Inc. – ORANGEHOOK, INC. 2016 EQUITY INCENTIVE PLAN (January 3rd, 2017)
Nuvel Holdings, Inc. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (December 12th, 2016)

This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment") is made effective as of October 14, 2016, by and among OrangeHook, Inc., a Minnesota corporation ("OrangeHook"), Nuvel Holdings, Inc., a Florida corporation ("Nuvel"), and OH Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Nuvel ("Merger Sub"), and amends that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among OrangeHook, Nuvel and Merger Sub,  dated as of July 1, 2016 (the "Signing Date").