ContractWarrant Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SCIENCES GROUP, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of April __, 2004, by and among Health Sciences Group, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of April 21, 2004 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries B Convertible Preferred Stock Purchase Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
QBI AmendmentsAsset Purchase Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores
This Amendment is entered into by and between Health Sciences Group, Inc. a Colorado Corporation (“HESG”), Quality Botanical Ingredients, Inc., a New Jersey Corporation, currently renamed AAA Health Products, Inc. (“Seller”), Corrola, Inc. a New Jersey Corporation (“Corrola”) and Joseph R. Schortz (“Schortz”) with respect to the following:
AMENDMENT AGREEMENTAmendment Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores
This agreement is entered into effective January 9, 2004 by and among Health Sciences Group, Inc. (“HESG”), Cedar Crescent Holdings, Inc. (“Cedar”) Castlerigg Master Investments, Ltd. (“Castlerigg”) with reference to the following:
AMENDMENTS TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New Jersey
FORBEARANCE AGREEMENTForbearance Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New Jersey
This Forbearance Agreement (the “Forbearance Agreement”), dated as of March 11, 2004 is by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company, as agent (“Agent”) for Standard Federal National Association, with a location at 1735 Market Street, 6th floor, Philadelphia, PA. 19103 (“Lender”), QUALITY BOTANICAL INGREDIENTS, INC., a Delaware corporation, having its principal place of business at 500 Metuchen Road, South Plainfield, New Jersey 07080 (“Borrower”), JOSEPH R. SCHORTZ, an individual (“Schortz”) and NATHAN BELKOWITZ, an individual, (“Belkowitz” and collectively with Schortz, the “Individual Guarantors”) and MRA ASSOCIATES, LLC (“MRA”) and HEALTH SCIENCES GROUP, INC, (“HSG” and collectively with the Individual Guarantors and MRA, the “Guarantors”).
