ACCREDITED INVESTOR SUBSCRIPTION AGREEMENT ---------------------- Board of Directors BAYWOOD INTERNATIONAL, INC. 14950 North 83rd Place Suite 1 Scottsdale, Arizona 85260 Gentlemen: The undersigned hereby subscribes for 120,000 pre-split shares (the...Subscription Agreement • November 13th, 1997 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Arizona
SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT ("Agreement") is entered into by and among Baywood International, Inc., a Nevada corporation ("BII"), Michael A. Pentopoulos and Anamaria Schiaffino Faez (BII, Pentopoulos and Schiaffino are...Shareholder Agreement • August 14th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Nevada
ContractSecurity Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
AGREEMENTConsulting Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Washington
3. Procedure to Exercise. The Options may be exercised only in accordance with Paragraphs 4-11 below, by delivery to the Corporation (in care of its Secretary) at the principal offices of the Corporation, presently located at 14950 North 83rd Place,...Stock Option Agreement • March 6th, 1997 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Arizona
GUARANTYGuaranty Agreement • April 11th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned does hereby guaranty the performance by Baywood International, Inc. a Nevada Corporation ("Baywood"), of each, every and all of the terms, covenants and provisions of that certain note ("Note") dated the ___ day of March, 2007, by and between JSH Partners ("JSH") and Baywood, as if the undersigned were made signatory to such Note. The undersigned specifically agrees to guaranty the payment of all monies due or to become due and the performance of all acts required of Baywood under said Note. It is agreed that JSH would not enter into said Note with Baywood if the undersigned did not agree to perform each of the covenants, terms and provisions, etc. of said Note, and pay all monies due under said Note from Baywood to JSH. The undersigned waives any right to require as a condition precedent to the bringing of an action of the Guaranty that an action need be brought against Baywood. In the event an action is commenced to enforce Guaranty, the undersigne
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 11th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • California
THIS BUSINESS LOAN AGREEMENT dated March 20, 2007, is made and executed between Baywood International, Inc.; and Baywood Acquisition, Inc. ("Borrower") and Vineyard Bank, N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of August 31st, 1998 (the "Agreement"), is between Abacus Capital, L.L.C. ("Seller"), and Baywood International, Inc., a Nevada corporation ("Buyer"). WHEREAS Seller and Buyer have...Stock Purchase Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Washington
AGREEMENT ---------Bridge Loan Agreement • May 12th, 2005 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
Agreement ---------License and Distribution Agreement • October 19th, 2005 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
LETTER OF AGREEMENT -------------------Finder's Fee Agreement • March 6th, 1997 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations
This is to confirm an agreement made on February 15, 1996 between Mr. Harvey Turner acting as a Consultant to the Company and Baywood International, Inc. whereby Mr. Turner agreed to raise funds for the Company.
ContractSecurity Agreement • September 24th, 2010 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND, UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
4. Stock Options. In consideration of Mr. Turner's employment hereunder, the Corporation and Mr. Turner are simultaneously executing a Stock Option Agreement pursuant to which Corporation is granting Mr. Turner the option to purchase 200,000 shares of...Employment Agreement • March 6th, 1997 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Arizona
Execution Version ASSET PURCHASE AGREEMENT by and among BAYWOOD INTERNATIONAL, INC., BAYWOOD ACQUISITION, INC., NUTRITIONAL SPECIALTIES, INC. D/B/A LIFETIME(R) OR LIFETIME(R) VITAMINSAsset Purchase Agreement • April 11th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
7. Exercise Upon Termination of Employment. In the event Mr. Turner leaves the employment of the Corporation for any reason whatsoever, including termination by Mr. Turner's voluntary resignation or at the direction of the Corporation, with or without...Stock Option Agreement • November 22nd, 1996 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Arizona
RECITALSSafekeeping Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations
ContractWarrant Agreement • May 20th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products • Nevada
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN LOAN AGREEMENT ATTACHED HERETO (INDIVIDUALLY AND COLLECTIVELY REFERRED TO HEREIN AS THE “NOTE”), EXECUTED BY BAYWOOD INTERNATIONAL, INC., A NEVADA CORPORATION (THE “COMPANY”), AS MAKER, IN FAVOR OF THE LENDER (AS THE SAME MAY BE AMENDED AND RESTATED FROM TIME TO TIME). NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS OF THE NOTE AND THE TERMS OF THIS WARRANT HAVE BEEN FULFILLED. COPIES OF THE NOTE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.
BAYWOOD INTERNATIONAL, INC. Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per ShareWarrant Agreement • May 20th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products • New York
THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, O. Lee Tawes, III (the “Holder”) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time to time on or after July 14, 2008 (the “Initial Exercise Date”) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the “Exercise Period”), up to an aggregate of 312,500 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. This Warrant is initially exercisable at a price of $0.80 per share, subject to adjustment as described in this Warrant. The term “Exercise Price” shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current E
DISTRIBUTION AND LICENSING AGREEMENT This DISTRIBUTIQN AND LICENSING AGREEMENT (the "Agreement") is made and entered into as of this 12th day of May, 1998 by and between BAYWOOD INTERNATIONAL, LTD., a Nevada corporation ("BII") and BAYWOOD...Distribution and Licensing Agreement • August 14th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Arizona
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 14, 2012, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and David Fuselier, an individual, of 130 Federal Road, Danbury, CT 06811 (“Employee”).
MEMORANDUM OF AGREEMENT This is a Memorandum of Agreement ("Memorandum") entered into as of the 31st day of August, 1998, by and between Baywood International, Inc. ("Baywood") and Abacus Capital, L.L.C. ("Abacus"). The parties have previously entered...Memorandum of Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 30th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of July 24, 2009 (the “Effective Date”), by and among Nutritional Specialties, Inc., a Nevada corporation (“Company”) and Baywood International, Inc., a Nevada corporation and the sole shareholder (the “Shareholder”) (Company and Shareholder are collectively the “Sellers”) and Nutra, Inc., a Delaware corporation (the “Buyer”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 15th, 2010 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 21st day of September 2010, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and each of the purchasers listed on Schedule A hereto (collectively, the “Investors”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • July 23rd, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • California
This Manufacturing and Supply Agreement (this “Agreement”) is effective as of the 30th day of March, 2007 (the “Effective Date”), by and between Baywood International, Inc., a Nevada corporation (“Customer”), and Ultimate Formulations, Inc. dba Best formulations, a California corporation (“Supplier”). In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
NEITHER THIS NOTE NOR ANY SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION OF THE FACE AMOUNT HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED,...Note Agreement • October 15th, 2010 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), __________, A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). __________ MAY BE REACHED AT TELEPHONE NUMBER (__) ___-____.
Contract10% Secured Convertible Subordinated Note • January 3rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New Jersey
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
August 26, 2010 Dear :Subscription Agreement • May 23rd, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
This Letter will serve to confirm your investment of $100,000 representing 2 units, 285,712 shares of common stock at $0.35 per share and warrants to purchase 285,712 shares common stock at a strike price of $0.45.
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2010 • New Leaf Brands, Inc. • Medicinal chemicals & botanical products • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of _May 11_, 2010, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and David Tsiang, (“Employee”).
May 27, 2010 Dear :Subscription Agreement • May 23rd, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
This Letter will serve to confirm your investment of $50,000 representing 2 units, 285,712 shares of common stock at $0.35 per share and warrants to purchase 285,712 shares common stock at a strike price of $0.45.
ASSIGNMENT OF LEASEAssignment of Lease • October 14th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products
THIS ASSIGNMENT OF LEASE (the “Assignment”) is entered into as of October 9, 2009, between Boyd Business Center of Orange, a California general partnership ("Landlord"), Nutritional Specialties, Inc., a Nevada corporation (“Assignor”), whose address for the purposes hereof is 9380 Bahia Dr. Suite A201, Scottsdale AZ, 85260, and Nutra, Inc., a Delaware corporation (“Assignee”) whose address for the purposes hereof is 1400 Kearns Blvd., 2nd Floor, Park City, UT 84060, and its successors and assigns.
LOAN AGREEMENTLoan Agreement • July 30th, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • Louisiana
This Agreement between Fuselier Bridge Capital, a Louisiana limited liability corporation, (hereinafter “Lender”) and New Leaf Brands, Inc., a Nevada corporation (hereinafter “Borrower”) is entered into as of this 26th day of June, 2012 (the “Effective Date”). All references to “Borrower” and/or “Lender” in this Agreement shall also refer to all employees, consultants, agents or representatives of “Borrower” and/or “Lender.”
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR...Warrant Agreement • September 11th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York
THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, _______________________ (the “Holder”) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time to time on or after September 5, 2008 (the “Initial Exercise Date”) until 5:00 P.M. New York City local time on the fifth anniversary of the Initial Exercise Date (the “Exercise Period”), up to an aggregate of ______________ shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. This Warrant is initially exercisable at a price of $0.85 per share, subject to adjustment as described in this Warrant. The term “Exercise Price” shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The purchase price of one share of Common Stock under t
MUTUAL TERMINATION & RELEASE AGREEMENTMutual Termination and Release Agreement • February 23rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (“Agreement”) dated as of February 14, 2012, is by and between New Leaf Brands, Inc. (f/k/a Baywood International, Inc.), a Nevada corporation (the “Company”), with an address of One De Wolfe Road, Old Tappan, NJ 07675and Eric Skae, with an address of __________ (“Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
This Amendment (this “Amendment”) to that certain Asset Purchase Agreement dated September 9, 2008 (the “Agreement”) is entered into by and between New Leaf Brands, Inc., a Nevada corporation (“Company””), Baywood New Leaf Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Company (“Subsidiary”), Skae Beverage International, LLC, a Delaware limited liability company (“Beverage”), and Eric Skae, an individual (“Skae”). Company, Subsidiary, Beverage and Skae are each referred to herein individually as a “Party” and collectively as the “Parties”.
