REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2010, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2011, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and NXT Investment Partners, LLC, a Delaware limited liability company (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • March 1st, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This SECURITY AGREEMENT, dated as of February 26, 2010 (this “Agreement”), is among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Original Issue Discount Convertible Notes due 15 months following their issuance (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SERIES C COMMON STOCK PURCHASE WARRANT NXT NUTRITIONALS HOLDINGS, INC.NXT Nutritionals Holdings, Inc. • February 18th, 2010 • Sugar & confectionery products
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 1st, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
SUBSIDIARY GUARANTEE, dated as of February 26, 2010 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2009 • NXT Nutritionals Holdings, Inc. • Metal mining • Delaware
This employment agreement (this "Agreement") dated as of February 12, 2009 (the "Effective Date"), is made by and between NXT Nutritionals Holdings, Inc., a Delaware corporation (the "Company") and David Briones (the “Executive”) (collectively, the “Parties”).
SECURITY AGREEMENTSecurity Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This SECURITY AGREEMENT, dated as of November 21, 2011 (this “Agreement”), is among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and NXT Investment Partners, LLC, a Delaware limited liability company, as the holder (the “Holder”) of the Company’s 13% Senior Secured Note due November 21, 2015 (the “Note”) and together, the Holder with its endorsees, transferees and assigns (the “Secured Party”).
DIRECTOR AGREEMENTDirector Agreement • August 4th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Delaware
This DIRECTOR AGREEMENT is made as of this 30th day of August, 2009 (the "Agreement"), by and between NXT Nutritionals Holdings, Inc., a Delaware corporation (the "Company") and David Deno (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Massachusetts
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective this 1st day of January, 2010, by and between NXT Nutritionals Holdings, Inc., (the "Company"), and Richard M. Jordan (the "Executive") (collectively, the “Parties”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE MAY 17, 2011NXT Nutritionals Holdings, Inc. • February 18th, 2010 • Sugar & confectionery products • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Notes of NXT Nutritionals Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 56 Jackson Street, Holyoke, MA 01040, designated as its Original Issue Discount Senior Secured Convertible Note due May 17, 2011 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
SUBSIDIARY GUARANTEE, dated as of November 21, 2011 (this “Guarantee”), made by each of the corporate signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of NXT Investment Partners, LLC, a Delaware limited liability company (together with its permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser.
ENDORSEMENT AGREEMENTEndorsement Agreement • May 19th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Delaware
This Endorsement Agreement ("Agreement") is made and entered into effective March 1, 2010, by and between Eddie George (“EDDIE”) and NXT Nutritionals Holdings, Inc., a Delaware corporation having offices at 56 Jackson Street, Holyoke, MA 01040, ("NXT").
ContractNXT Nutritionals Holdings, Inc. • September 2nd, 2009 • Sugar & confectionery products
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
DIRECTOR AGREEMENTDirector Agreement • August 4th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Delaware
This DIRECTOR AGREEMENT is made as of this 19th day of October 2009 (the "Agreement"), by and between NXT Nutritionals Holdings, Inc., a Delaware corporation (the "Company") and Ann McBrien (the “Director”).
TRUST AGREEMENTTrust Agreement • November 27th, 2007 • Goldvale Resources Inc
In accordance with the instructions of the Board of Directors of the Corporation I, Steve Merry, President will hold the Goldvale Claim as described in Appendix A attached to this TRUST AGREEMENT IN Trust for the CORPORATION asPresident of the CORPORATION. If I resign from position of President than I will immediately transfer the Goldvale Claim to the new President of the CORPORATION.
THIS PURCHASE AGREEMENT BETWEEN:Purchase Agreement • November 27th, 2007 • Goldvale Resources Inc
SECOND MODIFICATION AND AMENDMENT AGREEMENTSecond Modification and Amendment Agreement • December 7th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
THIS SECOND MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this ___th day of December, 2010 (the “Execution Date”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors set forth on the signature page hereto (individually, an “Investor” and collectively, the "Investors"). Parties to this Agreement are individually referred to as the “Party,” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall the meanings ascribed to them in the Transaction Documents (defined below).
FIRST MODIFICATION AND AMENDMENT AGREEMENTFirst Modification and Amendment Agreement • November 10th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
THIS FIRST MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this 4th day of November, 2011 (the “Execution Date”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors set forth on the signature page hereto (individually, a “Holder” and collectively, the “Holders”). Parties to this Agreement are individually referred to as the “Party,” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall the meanings ascribed to them in the Transaction Documents (defined below).
FOURTH MODIFICATION AND AMENDMENT AGREEMENTFourth Modification and Amendment Agreement • November 10th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
THIS FOURTH MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this 4th day of November, 2011 (the “Execution Date”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each of the holders of Securities (defined below) set forth on the signature page hereto (individually, a “Holder” and collectively, the “Holders”). Parties to this Agreement are individually referred to as the “Party,” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall the meanings ascribed to them in the Transaction Documents (defined below).
MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • September 2nd, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
THIS MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this 1st day of September, 2010 (the “Execution Date”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors set forth on the signature page hereto (individually, an “Investor” and collectively, the "Investors"). Parties to this Agreement are individually referred to as the “Party,” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall the meanings ascribed to them in the Transaction Documents (defined below).
LOCK-UP AGREEMENTLock-Up Agreement • February 12th, 2009 • NXT Nutritionals Holdings, Inc. • Metal mining • Delaware
THIS LOCK-UP AGREEMENT (“Agreement”) is made and entered into this 12th day of February, 2009, by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A attached hereto and made a part hereof (collectively, the “Management Shareholders”). Captialized terms used herein without definition shall have the same meanings assigned to such term in the share exchange agreement entered into by and among the Company, NXT Nutritionals, Inc., a Delaware corporation ( “NXT Nutritionals”), and the shareholders of NXT Nutritionals.
LOCKUP AGREEMENTLockup Agreement • September 24th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Delaware
This AGREEMENT (the “Agreement”) is made as of the 21st day of September, 2010, by [Dara Torres] (“Holder”), maintaining an address at _______________________, in connection with her ownership of shares of NXT Nutritionals Holdings, Inc., a Delaware corporation (“NXT” or the “Company”).
NXT NUTRITIONALS HOLDINGS, INC. Convertible DebentureNXT Nutritionals Holdings, Inc. • September 2nd, 2009 • Sugar & confectionery products • New York
This Convertible Debenture (the “Debenture”) is duly authorized and issued by NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”).
AGREEMENTAgreement • June 17th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • California
This Agreement (the "Agreement") is entered into as of the 22nd day of April, 2009, by and between NXT Nutritionals Holding Inc., a Delaware corporation with its principal offices at 56 Jackson Street, Holyoke MA. 01040, ("NXT"), and Trabajando, Inc. f/s/o Blair Underwood ("Underwood").
SHARE EXCHANGE AGREEMENT by and among NXT Nutritionals Holdings, Inc. and NXT Nutritionals, Inc. and Shareholders of NXT Nutritionals, Inc. Dated as of February 12, 2009Share Exchange Agreement • February 12th, 2009 • NXT Nutritionals Holdings, Inc. • Metal mining
THIS SHARE EXCHANGE AGREEMENT, dated as of the 12th day of February, 2009 (the “Agreement”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”); NXT Nutritionals, a Delaware corporation (“NXT”); and the shareholders of NXT as identified in Exhibit A to this Agreement (individually, the “NXT Shareholder,” and collectively, the “NXT Shareholders”). The Company, NXT and the NXT Shareholders are collectively referred to herein as the “Parties”.
Letter of IntentGoldvale Resources Inc • November 20th, 2008 • Metal mining • Delaware
This Letter of Intent hereby sets forth the mutual understanding with respect to the proposed share exchange transaction between NXT Nutritonals, Inc., a Delaware corporation (“NXT”), and Goldvale Resources, Inc., a Delaware corporation (the "Company”). This Letter of Intent constitutes a legally binding obligation or commitment of NXT and the Company with respect to any matter provided for or contemplated herein (except as otherwise provided herein).
LICENSING AGREEMENTLicensing Agreement • December 1st, 2009 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • California
THIS LICENSING AGREEMENT ("Contract") is made and entered into effective November 30, 2009, by and between MINE O’MINE, INC., a Nevada Corporation, having its principal place of business at c/o Lester J. Knispel, Boulevard Management, 21731 Ventura Blvd., #300, Woodland Hills, CA 91364 (hereinafter "MOM") and NXT Nutritionals Holdings, Inc., a Delaware corporation having offices at 56 Jackson Street, Holyoke, MA 01040, (hereinafter "NXT").
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products
This Consulting Agreement (the "Agreement") is made effective as of June 1, 2010 (the "Effective Date"), by and between NXT Nutritionals Holdings, Inc. ("NXT" or the "Company"), a Delaware corporation with its principal business address at 56 Jackson Street, Holyoke, MA 01040, and Richard Kozlenko (the "Consultant"), with an address at 21 Solar Court, San Rafael, CA 94901.
ENDORSEMENT AND SERVICE AGREEMENTEndorsement and Service Agreement • September 24th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • Massachusetts
This Endorsement and Service Agreement (“this Agreement”) is made and entered into effective September 21, 2010, between NXT Nutritionals Holdings, Inc., a Delaware corporation (“NXT”) and Dara Torres (“Athlete”). NXT and Athlete shall hereinafter sometimes be referred to individually as a “Party” and collectively as the “Parties.”
THIRD MODIFICATION AND AMENDMENT AGREEMENTThird Modification and Amendment Agreement • September 14th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
THIS MODIFICATION AND AMENDMENT AGREEMENT (“Agreement”) is made effective this __ day of August, 2011 (the “Execution Date”), by and among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors set forth on the signature page hereto (individually, an “Investor” and collectively, the "Investors"). Parties to this Agreement are individually referred to as the “Party,” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall the meanings ascribed to them in the Transaction Documents (defined below).
NXT NUTRITIONALS HOLDINGS, INC. Lock-Up Agreement November 21, 2011NXT Nutritionals Holdings, Inc. • November 29th, 2011 • Sugar & confectionery products • New York
The undersigned understands that NXT Investment Partners, LLC, a Delaware limited liability company (“NIP”) is concurrently entering into a Securities Purchase Agreement dated the date hereof (and certain other related transaction documents) pursuant to which NIP is agreeing to purchase from NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”) in a private securities offering (the “Offering”) of not less than $1,000,000 nor more than $1,500,000: (i) a Senior Secured Note; and (ii) shares of a newly issued series of Series A Convertible Preferred Stock.
