Confidentiality and Non-Compete AgreementCompete Agreement • August 29th, 2006 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • New York
The undersigned (the “Executive”) is a shareholder or an employee of ICELAND HEALTH, INC., a New York corporation (“Iceland Health”), and wishes to induce Nutrition 21, Inc., a New York corporation (the “Corporation”) to acquire Iceland Health by merger into a subsidiary of the Corporation concurrently herewith. Iceland Health and the Corporation are each hereafter sometimes referred to as the “Company.”
AMENDED AND RESTATED MERGER AGREEMENTMerger Agreement • August 29th, 2006 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • New York
Amended and Restated MERGER AGREEMENT dated as of August 25, 2006 by and among NUTRITION 21 INC., a New York corporation having an office at 4 Manhattanville Road, Purchase, NY 10577-2197 (“N21”), N21 ACQUISITION I LLC, a New York limited liability company that is a wholly owned subsidiary of N21 (“NewCo”), and ICELAND HEALTH, INC., a New York corporation having an office at 477 Congress Street, 5th floor, Portland Maine 04101 (“Iceland Health” or the “Company”), and MARK H. STENBERG (“Stenberg”) and ARNOLD BLAIR (“Blair”), each having an office c/o the Company and together owing all of the capital stock of the Company. Stenberg and Blair are sometimes hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders.” This Amended and Restated Agreement (this “Agreement”) amends and restates the Agreement dated as of August 15, 2006 by and among N21, the Company, the Stockholders and N21 Acquisition Corp., and among other things, substitutes NewCo as a part
SECURITY AGREEMENT FOR TRADEMARKS AND TRADENAMESSecurity Agreement for Trademarks and Tradenames • August 29th, 2006 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT FOR TRADEMARKS AND TRADENAMES dated as of August 25, 2006 by and among N21 ACQUISITION I LLC., a New York limited liability company having an office at 4 Manhattanville Road, Purchase, NY 10577-2197 (“NewCo”), and MARK H. STENBERG (“Stenberg”) and ARNOLD BLAIR (“Blair”), each having an office at 477 Congress Street, 5th Floor, Portland, Maine 04101 (Stenberg and Blair are sometimes hereinafter referred to collectively as the “Stockholders”) (capitalized terms used herein and not otherwise defined herein, shall have the meanings ascribed thereto in the Merger Agreement, as hereinafter defined).
August 25, 2006Letter Agreement • August 29th, 2006 • Nutrition 21 Inc • Biological products, (no disgnostic substances)
This Letter Agreement (“Agreement”) is between you and Nutrition 21, Inc. (“Nutrition 21” or the “Company”) regarding your position as Vice President of Nutrition 21 reporting to the Chief Executive Officer (and, in the absence of a Chief Executive Officer, to the Board of Directors), and is for the period commencing on this date and ending on the day before the third anniversary of this date.
