Form of Intercreditor, Subordination and Standby Agreement] INTERCREDITOR, SUBORDINATION AND STANDBY AGREEMENTIntercreditor, Subordination and Standby Agreement • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Intercreditor, Subordination and Standby Agreement (the "Agreement") is made as of the 2nd day of September, 2003 by and between NatureWell, Incorporated ("Borrower"), James R. Arabia, which includes Arabia d/b/a Guy Financial or any other d/b/a (together "Arabia"), all other Senior Lender(s) (as defined below) of Borrower and all Subordinated Lender(s) (as defined below) of Borrower.
Form of Security Agreement securing Senior Notes issued as part of Company Restructuring] SECURITY AGREEMENTSecurity Agreement • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
THIS SECURITY AGREEMENT ("Agreement") is made as of [________________________] between NatureWell, Incorporated, a Delaware corporation ("Debtor"), and [__________________________], a [________________________] ("Secured Party"), who agree as follows:
Form of Senior Convertible Note issued as part of Company Restructuring and Private Placement] SENIOR CONVERTIBLE NOTENaturewell Inc • February 23rd, 2004 • In vitro & in vivo diagnostic substances • California
FOR VALUE RECEIVED, the undersigned, NatureWell, Incorporated, a Delaware corporation ("Debtor"), promises to pay to the order of [______________________________________________], a [______], or order ("Holder"), at [__________________________________________________], or such other place as Holder may designate in writing, the principal amount of [____________________________________________________] ($__________), together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a semi-annual basis at a rate (the "Interest Rate") equal to Eight Percent (8%) per annum.
TERM SHEETTerm Sheet • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances
This Term Sheet is entered into by and between NatureWell, Incorporated (the "Company") and Timothy R. Scott ("Scott") and is made effective as of November 15, 2003. The Company and Scott agree as follows:
Form of Subordinate Note issued as part of Company Restructuring] SUBORDINATE NOTENaturewell Inc • February 23rd, 2004 • In vitro & in vivo diagnostic substances • California
FOR VALUE RECEIVED, the undersigned, NatureWell, Incorporated, a Delaware corporation ("Debtor"), promises to pay to the order of [_______________________________________], a [___________________________________], or order ("Holder"), at [_________________________________________], or such other place as Holder may designate in writing, the principal amount of [__________________________________] Dollars ($________), together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (365) day year and compounded on a monthly basis at a rate (the "Interest Rate") equal to Eight Percent (8%) per annum.
Form of Subordinate Security Agreement securing Subordinate Notes issued as part of Company Restructuring] SUBORDINATE SECURITY AGREEMENTSubordinate Security Agreement • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
THIS SUBORDINATE SECURITY AGREEMENT ("Agreement") is made as of [________________________] between NatureWell, Incorporated, a Delaware corporation ("Debtor"), and [__________________________], a [________________________] ("Secured Party"), who agree as follows:
TERM SHEETTerm Sheet • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances
This Term Sheet is entered into by and between NatureWell, Incorporated (the "Company") and Alan S. Udin ("Udin") and is made effective as of November 15, 2003 (the "Effective Date"). The Company and Udin agree as follows:
Form of Senior Note issued as part of Company Restructuring] SENIOR NOTENaturewell Inc • February 23rd, 2004 • In vitro & in vivo diagnostic substances • California
FOR VALUE RECEIVED, the undersigned, NatureWell, Incorporated, a Delaware corporation ("Debtor"), promises to pay to the order of [______________________________________________], a [______], or order ("Holder"), at [__________________________________________________], or such other place as Holder may designate in writing, the principal amount of [____________________________________________________] ($__________), together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a monthly basis at a rate (the "Interest Rate") equal to Eight Percent (8%) per annum.
