Dodge Jonathan 4

4 · ORANGEHOOK, INC. · Filed Feb 26, 2018

Form 4

Period: 2016-12-27

Director

Transactions

Conversion
Common Stock
2016-12-27+100,000→ 100,000 total
Other
Series OH-2 Convertible Preferred Stock
2017-12-31+25→ 25 total
→ Common Stock (3,575 underlying)
Conversion
Series OH-1 Convertible Preferred Stock
2016-12-27−4,691.74→ 0 total
→ Common Stock (100,000 underlying)
Other
Common Stock Warrants (right to buy)
2017-12-31+1,787.5→ 1,787.5 total
Exercise: $7.00Exp: 2024-12-31→ Common Stock (1,787.5 underlying)

Footnotes (5)

[F1]Represents the conversion of 4,691.74 shares of Series OH-1 Convertible Preferred Stock into common stock.
[F2]On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.
[F3]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued Units, consisting of Series OH-2 Preferred Stock and Warrants, upon the conversion of outstanding debt, with a conversion price of one Unit per $1,000 of converted debt. The conversion was dated effective as of 12-31-17.
[F4]Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.
[F5]Fully exercisable.

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