INDEMNIFICATION AGREEMENTIndemnification Agreement • July 6th, 2021 • Nutrition Topco, LLC • Medicinal chemicals & botanical products • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, between The Better Being Co., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
THE BETTER BEING CO. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2021 • Nutrition Topco, LLC • Medicinal chemicals & botanical products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2021 among The Better Being Co., a Delaware corporation (the “Company”), Norway Topco, LP, a Delaware limited partnership (“Norway Topco”), and each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
The Better Being Co. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • Better Being Co., LLC • Medicinal chemicals & botanical products • New York
The Better Being Co., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell up to [•] additional shares of Stock to the Underwriters. The aggregate of [•] shares to be issued and sold by the Company is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholder is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
CREDIT AGREEMENT dated as of September 30, 2020, among NUTRACEUTICAL INTERNATIONAL CORPORATION, as Borrower, NUTRITION PARENT, LLC, as Holdings, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK...Credit Agreement • July 6th, 2021 • Nutrition Topco, LLC • Medicinal chemicals & botanical products • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of September 30, 2020, is made among Nutraceutical International Corporation, a Delaware corporation (the “Initial Borrower” or the “Company” and, together with any Additional Borrower (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the “Borrowers ” and each individually a “Borrower”), Nutrition Parent, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Owl Rock Capital Corporation (in its individual capacity, “ORCC”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”), and as swing line lender (in such capacity
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2021 • Nutrition Topco, LLC • Medicinal chemicals & botanical products • Utah
This EMPLOYMENT AGREEMENT (this“Agreement”), is entered into as of the 8th day of January, 2020, by and between Nutraceutical International Corporation, a Delaware corporation (the “Company”) and Monty Sharma (“Executive”).
THE BETTER BEING CO. RSU AWARD NOTICERsu Award Agreement • July 14th, 2021 • Better Being Co., LLC • Medicinal chemicals & botanical products
Pursuant to the terms and conditions of the The Better Being Co. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), The Better Being Co., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of RSUs set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 6th, 2021 • Nutrition Topco, LLC • Medicinal chemicals & botanical products • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and among The Better Being Co., a Delaware corporation (the “Company”), Norway Holdings, LP (together with its affiliated investment entities, “HGGC”) and Maze Consulting LLC and Snapdragon Capital Partners LLC (together with their respective affiliated investment entities, “M&S”, and collectively with HGGC, the “Lead Sponsors”). This Agreement shall be effective from the date hereof (the “Effective Date”).
