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:
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”).
CREDIT AGREEMENT dated as of August 26, 2011 among UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers The Lenders Party Hereto and AMERRA CAPITAL MANAGEMENT, LLC as Administrative AgentCredit Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
CREDIT AGREEMENT dated as of August 26, 2011 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”); the LENDERS party hereto; and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 26, 2011 by and between UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and ________________________ (“Purchaser”).
LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENTLoan Extension and Additional Funding Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT (this “Agreement”) is dated as of June 30, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Borrower”), and the undersigned individuals (each a “Purchaser”, and collectively, the “Purchasers).
SALES AGENCY AGREEMENTSales Agency Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
AGREEMENT dated October 6, 2011 by and between Umami Sustainable Seafood Inc., a Nevada corporation with its principal office located at 1230 Columbia Street, Ste. 400, San Diego, California (the Company”), and Atlantis Co. Ltd., a company organized and existing under the laws of Japan with its principal office located at Casa Versole. 5F, 2-16-3, Higashi-Shinbashi, Minato-ku, Tokyo 105-0021, Japan (the “Agent”).
SENIOR SECURED CREDIT FACILITY USD 15.000.000 LOAN AGREEMENTSenior Secured • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • California
Clause Page 1. DEFINITIONS AND INTERPRETATION 2 2. THE FACILITY 5 3. Purpose 5 4. Conditions of Utilisation 6 5. Utilisation – (Draw down request) 6 6. Repayment 7 7. Prepayment 8 8. Interest 9 9. Interest Periods 10 10. TAXES 10 11. Increased costs 10 12. Other indemnities 11 13. Mitigation by the Lender 11 14. Costs and expenses 11 15. Guarantee and indemnity 12 16. Representations AND WARRANTIES 12 17. Information undertakings 14 18. NEGATIVE undertakings 15 19. Events of Default 18 20. ASSIGNMENTS AND SUBSTITUTION 20 21. Changes to the Borrower 21 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 24 29. Counterparts 24 30. Governing law 24 31. Enforcement 24 SCHEDULE 1 26 SCHEDULE 2 30 SCHEDULE 3 31
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 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 UTA Capital LLC, a Delaware limited liability company (the “Purchaser”).
TERMINATION AGREEMENTTermination Agreement • November 14th, 2011 • Umami Sustainable Seafood Inc. • Fishing, hunting and trapping
Reference is hereby made to that certain Sales Agency Agreement dated June 30, 2010 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:
