AMENDED AND RESTATED SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • January 17th, 2006 • Naturade Inc • Pharmaceutical preparations • New York
This Amended and Restated Security and Purchase Agreement is made as of July 26, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), NATURADE, INC., a Delaware corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”). This Amended and Restated Security and Purchase Agreement amends and restates is and given in substitution and not in satisfaction of the Obligations of the Parent or the Eligible Subsidiaries Security and Purchase Agreement by and among the Parent, Laurus and the Eligible Subsidiaries dated as of July 26, 2005.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAmended and Restated Registration Rights Agreement • January 17th, 2006 • Naturade Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to (i) the Amended and Restated Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Parent and various subsidiaries of the Parent (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the, the Warrants and the Options referred to therein and (ii) in connection with certain amendments made to the Notes as of the date hereof (the “Restructuring”);.
ContractNaturade Inc • January 17th, 2006 • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS AMENDED AND RESTATED NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS AMENDED AND RESTATED NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NATURADE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Term Note • January 17th, 2006 • Naturade Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS AMENDED AND RESTATED NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS AMENDED AND RESTATED NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NATURADE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REAFFIRMATION AND RATIFICATION AGREEMENT AND AMENDMENTReaffirmation and Ratification Agreement • January 17th, 2006 • Naturade Inc • Pharmaceutical preparations • New York
Reference is made to the (a) Security and Purchase Agreement dated as of July 26, 2005 made by Naturade, Inc, a Delaware corporation (the “Company”) in favor of Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) (as amended, modified or supplemented from time to time, (the “Purchase Agreement”); (b) Ancillary Agreements referred to in the Purchase Agreement (each as amended, modified or supplemented from time to time, the “Ancillary Agreements”) (b) Guaranty of Peter Pocklington (as amended, modified or supplemented from time to time, the “Guaranty”), (b) (the Purchase Agreement, the Ancillary Agreements and the Guaranty, collectively, the “Existing Security and Guaranty Agreements”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
