RECITALSLease Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • California
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 9th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement made and entered into this 30th day of September, 1996 ("Agreement"), by and between Natrol, Inc., a California corporation (together with any successor or successors thereto, the...Indemnification Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
Exhibit 10.9 Incentive Stock Option Agreement under the Natrol, Inc. 1996 Stock Option and Grant Plan Name of Optionee: Laura Moore No./Class of Option Shares: 50 Shares of Common Stock Grant Date: April 8, 1998 Expiration Date: April 8, 2008 Option...Incentive Stock Option Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
Exhibit 10.5 Restricted Stock Agreement under the Natrol, Inc. 1996 Stock Option and Grant Plan Name of Grantee: Dennis Jolicoeur Class of Shares: Common Stock No. of Shares: 30,000 Grant Date: November 14, 1996 Per Share Purchase Price: $18.76...Restricted Stock Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
ARTICLE I APPOINTMENT OF NATROL AS AUTHORIZED DISTRIBUTORSupply Agreement • July 2nd, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Arizona
RECITALSCredit Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • California
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 21st, 1999 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
Exhibit 10.7 PLEDGE AGREEMENT In consideration of Natrol, Inc., a California corporation (the "Company"), having made a loan to Dennis Jolicoeur ("Borrower"), under the Promissory Note dated November 14, 1996, and any renewals or extensions thereof...Pledge Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • California
LOAN AND SECURITY AGREEMENT by and among NATROL, INC. and PROLAB NUTRITION, INC. as Borrowers and NATROL PRODUCTS, INC., NATROL ACQUISITION CORP., and NATROL DIRECT, INC. as Guarantors WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN) as Agent and THE...Loan and Security Agreement • August 31st, 2006 • Natrol Inc • Medicinal chemicals & botanical products • California
This Loan and Security Agreement dated August 25, 2006 is entered into by and among Natrol, Inc., a Delaware corporation (“Natrol”) and Prolab Nutrition, Inc., a Connecticut corporation (“Prolab”, and together with Natrol, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Natrol Products, Inc., a Delaware corporation (“Natrol Products”), Natrol Acquisition Corp., a Delaware corporation (“Natrol Acquisition”) and Natrol Direct, Inc., a Delaware corporation (“Natrol Direct” and together with Natrol Products and Natrol Acquisition, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Wachovia Capital Finance Corporation (Western) , a California corporation, in its capacity as agent for Lender
ASSIGNMENT AND AMENDMENT NO. 1 TO SUPPLY AGREEMENT AND ROYALTY AGREEMENTAssignment And • March 30th, 2001 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of November 18, 2007 among PLETHICO PHARMACEUTICALS LTD., NUTRA ACQUISITION COMPANY INC. and NATROL, INC.Agreement and Plan of Merger • November 20th, 2007 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 18, 2007 (this “Agreement”), is between Plethico Pharmaceuticals Ltd., a public limited company incorporated under the laws of India (“Parent”), Nutra Acquisition Company Inc., an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Natrol, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 20th, 2007 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
This Tender and Support Agreement dated as of November 18, 2007 (this "Agreement") is among Elliott Balbert and Cheryl Balbert, as Trustees of the Balbert Family Trust (the "Shareholder") and Plethico Pharmaceuticals Limited, a public limited company incorporated under the laws of India ("Parent"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement of Merger dated as of the date of this Agreement (including the related Plan of Merger, together with any amendments or supplements thereto consented to by Shareholder, the "Merger Agreement") among Parent, Nutra Acquisition Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Natrol, Inc., a Delaware corporation (the "Company").
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2006 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
This Indemnification Agreement made and entered into this 14th day of February, 2006 (“Agreement”), by and between Natrol, Inc., a Delaware corporation (together with any successor or successors thereto, the “Company”) and Wayne Bos (“Indemnitee”):
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2001 • Natrol Inc • Medicinal chemicals & botanical products • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 1, 2001, by and between NATROL, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
STOCK PURCHASE AGREEMENTEmployment Agreement • June 7th, 2007 • Natrol Inc • Medicinal chemicals & botanical products • California
This SELLERS’ RELEASE AGREEMENT (this “Release Agreement”) is made and entered into as of this 1st day of June, 2007, by and among Edward A. Byrd, Torey Hagen, Robert Patterson, Karl Bozicevic, and Joseph Evans (each individually, a “Seller” and collectively, the “Sellers”) and Medical Research Institute, a California corporation, (the “Company”).
GUARANTYGuaranty • August 31st, 2006 • Natrol Inc • Medicinal chemicals & botanical products • California
Re: Natrol, Inc., a Delaware corporation (“Natrol”), and Prolab Nutrition, Inc., a Connecticut corporation (“Prolab” and together with Natrol, and their respective permitted successors and assigns, collectively, “Borrowers” and each a “Borrower”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 19th, 2006 • Natrol Inc • Medicinal chemicals & botanical products • California
THIS ASSET PURCHASE AGREEMENT dated as of October 13, 2006 by and among Natrol, Inc., a Delaware corporation (“Buyer”), Biotech International Corporation, a Connecticut corporation (“Seller”), and Gregory J. Kelly (“Founder”).
REVOLVING NOTE Note No. 709818/00003Natrol Inc • November 26th, 2004 • Medicinal chemicals & botanical products
On December 1, 2005, Natrol, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of City National Bank, a national banking association (“CNB”), at its office in this city, in United States Dollars and in immediately available funds, the principal sum of Three Million and 00/100 Dollars ($3,000,000.00) (“Revolving Credit Commitment”), or so much thereof as may be advanced and be outstanding, with interest thereon to be computed on each advance from the date of its disbursement at a rate computed on a basis of a 360-day year, actual days elapsed, equal to the “Prime Rate” of CNB, as it exists from time to time, plus Three Quarters of One percent (0.75%) per year. “Prime Rate” shall mean the rate most recently announced by CNB at its principal office in Beverly Hills, California, as its “Prime Rate.” Any change in the Prime Rate shall become effective on the same business day on which the Prime Rate shall change, without prior notice to Borrower.
Non-Qualified Stock Option Agreement under the Natrol, Inc.Qualified Stock Option Agreement • July 7th, 2006 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
Pursuant to the Natrol, Inc. 2006 Stock Option and Incentive Plan (the “Plan”), Natrol, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the person named above (the “Optionee”), who is a of the Company or any of its subsidiaries, an option (the “Stock Option”) to purchase on or prior to the expiration date specified above, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares”), at the per share option exercise price specified above, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (the “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). All capitalized terms used herein and not otherwise def
OPTION TERMINATION ELECTIONOption Termination Election • December 13th, 2007 • Natrol Inc • Medicinal chemicals & botanical products • Delaware
OPTION TERMINATION ELECTION (this “Agreement”), made this 13th day of December, 2007, by and among Natrol, Inc. (the “Company”) and (“Optionholder”).
PURCHASE AGREEMENT by and between NATROL REAL ESTATE, INC. AND NATROL REAL ESTATE II, INC. as Seller, and REALTY ASSOCIATES ADVISORS, LLC as PurchaserPurchase Agreement • May 14th, 2007 • Natrol Inc • Medicinal chemicals & botanical products • California
THIS PURCHASE AGREEMENT (this “Contract”) is made and entered into as of the Effective Date by and between NATROL REAL ESTATE, INC., a California corporation (“NRE”) and NATROL REAL ESTATE II, INC., a California corporation (“NRE II” and, collectively with NRE, “Seller”), and REALTY ASSOCIATES ADVISORS, LLC, a Delaware limited liability company and/or its permitted successors, affiliates and assigns (“Purchaser”). As used herein, the “Effective Date” shall mean the date the Escrow Agent (as hereinafter defined) has received an original counterpart of this Contract executed by both Seller and Purchaser, as evidenced by the Escrow Agent’s signature below.
ContractNatrol Inc • April 3rd, 2006 • Medicinal chemicals & botanical products • California
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND NEITHER THIS OPTION NOR ANY OPTION SHARES (AS DEFINED BELOW) MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
Natrol, Inc.Natrol Inc • December 13th, 2007 • Medicinal chemicals & botanical products
Pursuant to the Merger Agreement, all of the outstanding and unexpired options to purchase shares of the Company’s common stock, whether vested or unvested, (the “Options”) will be cancelled and you will be entitled to receive at the Effective Time, the excess, if any, of the Per Share Price over the exercise price per share subject to such Option, as may be reduced for applicable withholding taxes. Our records indicate that you currently hold one or more Options under the Company’s Amended and Restated 1996 Stock Option and Grant Plan and/or the 2006 Stock Option and Incentive Plan (together, the “Plans”). The Plans provide that subject to the consummation of the Merger you are entitled to exercise all of your Options effective as of immediately prior to the Effective Time, and receive the excess, if any, of the Per Share Price over the exercise price per share subject to such Option, as may be reduced for applicable withholding taxes.
ARTICLE I THE CREDIT ----------Credit Agreement • March 30th, 2001 • Natrol Inc • Medicinal chemicals & botanical products • California
AGREEMENT FOR EQUIPMENT LINE FACILITYAgreement for Equipment Line Facility • November 26th, 2004 • Natrol Inc • Medicinal chemicals & botanical products • California
This Agreement for Equipment Line Facility (“Agreement”) is entered into as of November 4, 2004, by and between Natrol, Inc., a Delaware corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).
Natrol, Inc.Stock Purchase and Shareholders Agreement • June 12th, 1998 • Natrol Inc • Medicinal chemicals & botanical products • California
NATROL, INC. 4,531,000 Shares(1) Common Stock (par value $.01 per share)Natrol • July 2nd, 1998 • Natrol Inc • Medicinal chemicals & botanical products • Massachusetts
WELLS FARGO BANK REVOLVING LINE OF CREDIT NOTE -------------------------------- ------------------------------------------------Wells Fargo • March 30th, 2001 • Natrol Inc • Medicinal chemicals & botanical products • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2006 • Natrol Inc • Medicinal chemicals & botanical products • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 30th day of March, 2006 by and between Wayne Bos (the “Executive”) and Natrol, Inc., a Delaware corporation (the “Company”).
COMMERCIAL GUARANTYSecurity Agreement • November 26th, 2004 • Natrol Inc • Medicinal chemicals & botanical products • California
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the sum of the principal amount of $4,850,000.00, plus all interest thereon, plus all of Lender’s costs, expenses, and attorneys’ fees incurred in connection with or relating to (A) the collection of the Indebtedness, (B) the collection and sale of any collateral for the Indebtedness or this Guaranty, or (C) the enforcement of this Guaranty. Attorneys’ fees include, without limitation, attorneys’ fees whether or not there is a lawsuit, and if there is a lawsuit, any fees and costs for trial and appeals.
