Payoff AgreementPayoff Agreement • December 1st, 2005 • Naturade Inc • Pharmaceutical preparations
THIS PAYOFF AGREEMENT (the “Agreement”) is made and entered into as of this twenty-second day of November 2005, by and among David Brown (“Brown”), Quincy Investments Corp. (“Quincy”) and Naturade, Inc. (the “Company”).
AMENDMENT AND WAIVERAmendment and Waiver • December 1st, 2005 • Naturade Inc • Pharmaceutical preparations • New York
This AMENDMENT AND WAIVER (this “Amendment”), dated as of November 25, 2005, is entered into by and between NATURADE, INC., a Delaware corporation (the “Parent”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”) for the purpose of amending the terms of that certain Registration Rights Agreement by and between the Parent and the Purchaser, dated as of July 26, 2005 (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”), which Registration Rights Agreement was executed in connection with that certain Security and Purchase Agreement dated as of July 26, 2005 by and between the Parent and the Purchaser (the “Security Agreement”) and the Ancillary Agreements (as such term is defined in the Security Agreement) (the Ancillary Agreements, together with the Security Agreement and the Registration Rights Agreement, the “Loan Documents”). Capitalized terms used herein without definition shall have the meanings ascribed to such ter
Re: Overadvance Side LetterNaturade Inc • December 1st, 2005 • Pharmaceutical preparations
Reference is hereby made to that certain Security and Purchase Agreement dated as of July 26, 2005 by and among Naturade, Inc., a Delaware corporation (“Naturade”) and such other subsidiaries of Naturade which are from time to time party thereto (such other subsidiaries, together with Naturade, collectively, the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Reference is made to the letter agreement, dated as of September 20, 2005 between the Company and Laurus (the “First Overadvance Waiver”), pursuant to which Laurus agreed to fund an Overadvance (as defined therein) to the Company in the aggregate principal amount of $325,000 (the “First Overadvance”). Laurus is hereby notifying you of its decision to again exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Sec
