Nutraceutical International Corp Sample Contracts

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3,330,000 Shares NUTRACEUTICAL INTERNATIONAL CORPORATION Common Stock FORM OF UNDERWRITING AGREEMENT ------------------------------
Underwriting Agreement • February 11th, 1998 • Nutraceutical International Corp • Medicinal chemicals & botanical products • New York
AGREEMENT AND PLAN OF MERGER by and among NUTRITION PARENT, LLC, NUTRITION SUB, INC. and NUTRACEUTICAL INTERNATIONAL CORPORATION Dated as of May 21, 2017
Merger Agreement • May 22nd, 2017 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 21, 2017, by and among Nutrition Parent, LLC, a Delaware limited liability company (“Parent”), Nutrition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Nutraceutical International Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

WARRANTS
Warrant Agreement • January 28th, 1998 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT among NUTRACEUTICAL INTERNATIONAL CORPORATION, NUTRACEUTICAL CORPORATION, VARIOUS LENDING INSTITUTIONS, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as...
Credit Agreement • November 5th, 2014 • Nutraceutical International Corp • Medicinal chemicals & botanical products • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2010, among NUTRACEUTICAL INTERNATIONAL CORPORATION, a Delaware corporation (“Holdings”), NUTRACEUTICAL CORPORATION, a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (each, a “Bank” and, collectively, the “Banks”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (sometimes known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International” New York Branch), as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.

Re: Change in Control Protection Agreement
Change in Control Protection Agreement • May 23rd, 2017 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Utah

Nutraceutical International Corporation (the “Company”) recognizes that your continued employment and services contribute greatly to the success of the Company. In order to assure your continued services and attention to your employment duties without personal distraction in the event of a transaction that could result in a Change in Control (as such term is defined in the Company’s 2013 Long-Term Equity Incentive (the “Plan”)), the Company agrees, subject to the conditions and under the circumstances set forth in this letter agreement (this “Agreement”), to provide you with certain benefits upon and following the consummation of such a Change in Control.

NUTRACEUTICAL INTERNATIONAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 31st, 2013 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Utah

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made by and between NUTRACEUTICAL INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”), and you (the “Participant”), and is dated as of the date set forth on the signature page hereof (the “Date of Grant”).

NUTRACEUTICAL INTERNATIONAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 31st, 2013 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Utah

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made by and between NUTRACEUTICAL INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”), and you (the “Participant”), and is dated as of the date set forth on the signature page hereof (the “Date of Grant”).

SECOND AMENDMENT AGREEMENT
Amended and Restated Credit Agreement • November 5th, 2014 • Nutraceutical International Corp • Medicinal chemicals & botanical products • New York

This SECOND AMENDMENT AGREEMENT (this “Amendment”), is dated as of November 4, 2014, by and among NUTRACEUTICAL INTERNATIONAL CORPORATION, a Delaware corporation (“Holdings”), NUTRACEUTICAL CORPORATION, a Delaware corporation (the “Borrower”), the Banks (as defined below) signatory hereto, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, in its capacity as administrative agent (in such capacity, “Administrative Agent”).

PURCHASE AGREEMENT
Purchase Agreement • June 16th, 2003 • Nutraceutical International Corp • Medicinal chemicals & botanical products • California

This AGREEMENT is made as of May 29, 2003 by and among Marianne Kostka, both individually and as Trustee and Sole Beneficiary of the Marianne Kostka Trust dated November 11, 1993 (“Seller”), M.K. Health Food Distributors, Inc., a California corporation (the “Company”), and Nature’s Life, Inc., a Delaware corporation (“Buyer”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 8th, 2006 • Nutraceutical International Corp • Medicinal chemicals & botanical products • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of September 7, 2006 (the “Amendment Date”), is among Nutraceutical International Corporation, Nutraceutical Corporation, the lending institutions party to the Credit Agreement referred to below, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as administrative agent for the Banks.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 14th, 2004 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Colorado

This Asset Purchase Agreement (this “Agreement”) is entered into as of April 28, 2004, by and among those parties listed on the signature page hereof and identified thereon as the Shareholders (the “Shareholders”), Anthony Mark Owens and Caroline S. Owens (together, the “Owners”), Natural Balance, Inc., a Colorado corporation (the “Company,” and collectively with the Owners and the Shareholders, the “Sellers”) and Natural Balance, Inc., a Delaware corporation (the “Buyer”).

RECITALS
Independent Contractor Sales Agreement • January 28th, 1998 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Utah
Contract
Stock Option Agreement • October 3rd, 2005 • Nutraceutical International Corp • Medicinal chemicals & botanical products • Utah

Form of Agreement for Stock Options granted under the 1998 Stock Incentive Plan and 1998 Non-Employee Director Stock Option Plan

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