LETTER AGREEMENTLetter Agreement • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances
This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated, a Delaware corporation (the "Company") and James R. Arabia ("Arabia") and is made effective as of April 30, 2008 (the "Effective Date"). The Company and Arabia agree as follows:
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Settlement Agreement and Mutual General Release (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between Financial Acquisition Partners, LP, a Delaware limited partnership ("Creditor"), NatureWell, Incorporated, a Delaware corporation ("Debtor"), Dutchess Private Equities Fund, Ltd ("Dutchess"), and NatureWell, Incorporated, a Nevada corporation ("NWNV") with reference to the following facts:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Asset Purchase Agreement (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Purchaser"), with reference to the following facts:
AMENDMENTS TO INTERCREDITOR, SUBORDINATION AND STANDBY AGREEMENT dated as of SEPTEMBER 2, 2003Naturewell Inc • May 19th, 2008 • In vitro & in vivo diagnostic substances
Notwithstanding anything contained in this Agreement or any of the Senior Loan Documents or Subordinated Loan Documents, or any applicable state or federal law to the contrary; Any Senior Lender(s) or any Subordinated Lender(s) shall not take any legal action to obtain a judgment for all or any portion of either any Senior Debt or any Subordinated Debt without the express prior written consent of the holders of a majority of the Senior Debt, which consent may be granted or withheld in the sole and absolute discretion of each holder of Senior Debt. The prior approval requirements contained in this section for Senior and Subordinated Lenders shall be in addition to any other provisions in this Agreement that require, as the case may be, any Senior or Subordinated Lender(s) to obtain the approval of a majority of either the Senior Debt holders, Subordinated Debt holders or both the Senior and Subordinated Debt holders before taking certain actions.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Settlement Agreement and Mutual General Release (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between James R. Arabia ("Creditor"), NatureWell, Incorporated, a Delaware corporation ("Debtor"), Dutchess Private Equities Fund, Ltd ("Dutchess"), and NatureWell, Incorporated, a Nevada corporation ("NWNV") with reference to the following facts:
