Hauser Inc Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • December 15th, 1998 • Hauser Chemical Research Inc • Medicinal chemicals & botanical products • Colorado
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BY AND AMONG HAUSER, INC.,
Asset Purchase Agreement • October 27th, 2003 • Hauser Inc • Medicinal chemicals & botanical products • California
EXHIBIT G
Hauser Chemical Research Inc • December 15th, 1998 • Medicinal chemicals & botanical products • Colorado
R E C I T A L S :
Registration Rights Agreement • December 15th, 1998 • Hauser Chemical Research Inc • Medicinal chemicals & botanical products • Colorado
RECITALS --------
Credit Agreement • November 14th, 2000 • Hauser Inc • Medicinal chemicals & botanical products
EXHIBIT E
Governance Agreement • December 15th, 1998 • Hauser Chemical Research Inc • Medicinal chemicals & botanical products • Colorado
REVOLVING CREDIT NOTE
Hauser Inc • September 17th, 2002 • Medicinal chemicals & botanical products

FOR VALUE RECEIVED, the undersigned, HAUSER, INC., a Delaware corporation, HAUSER TECHNICAL SERVICES, INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, (collectively, the "Borrowers"), hereby jointly and severally, unconditionally promise to pay to the order of Wells Fargo Bank, National Association (the "Lender"), at c/o Wells Fargo Bank, N.A., 333 South Grand Avenue, 9th Floor, Los Angeles, California 90071, or at such other place as the holder of this Note may direct, on October 31, 2002 (the "Maturity Date") in lawful money of the United States of America and in immediately available funds, the principal amount of (a) NINE MILLION FIVE HUNDRED THOUSAND DOLLARS ($9,500,000), or (B) such other amount as represents the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below). The Borrowers further agree, jointly and severally, to

GENERAL RELEASE
Hauser Inc • November 14th, 2000 • Medicinal chemicals & botanical products

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned, HAUSER, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, WILCOX NATURAL PRODUCTS, INC., a Delaware corporation, SHUSTER LABORATORIES, INC., a Massachusetts corporation, and BOTANICALS INTERNATIONAL EXTRACTS, INC. (collectively, the "RELEASORS"), do hereby release, remise, and forever discharge WELLS FARGO BANK, N.A. (the "BANK"), WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION, and their respective officers, directors and employees (collectively, the "RELEASEES"), of and from any and all obligations, claims, debts, demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, attorneys' fees, actions, or causes of action which RELEASORS ever had, now have, can or may have, or claim to have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of these presents,

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 6th, 2004 • Hauser Inc • Medicinal chemicals & botanical products • California
TABLE OF CONTENTS
Agreement and Plan of Merger • December 15th, 1998 • Hauser Chemical Research Inc • Medicinal chemicals & botanical products • New York
dated as of
Credit Agreement • December 11th, 2001 • Hauser Inc • Medicinal chemicals & botanical products • California
HAUSER, INC.
Credit Agreement • July 29th, 1999 • Hauser Inc • Medicinal chemicals & botanical products • California

This Note is the Term Note referred to in the Credit Agreement dated as of June 11, 1999 (the "Credit Agreement"), among the Borrowers and the Lender, is secured as provided therein and in the Security Documents and is subject to optional and mandatory prepayment as set forth in the Credit Agreement.

RECITALS
Wells Fargo • November 14th, 2000 • Hauser Inc • Medicinal chemicals & botanical products • California
AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of September 1, 2000 (this "Amendment"), to that certain Security Agreement, dated as of June 11, 1999 (the "Original Agreement"), among Hauser, Inc., a Colorado corporation ("Hauser"), Shuster...
Security Agreement • November 14th, 2000 • Hauser Inc • Medicinal chemicals & botanical products

AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of September 1, 2000 (this "Amendment"), to that certain Security Agreement, dated as of June 11, 1999 (the "Original Agreement"), among Hauser, Inc., a Colorado corporation ("Hauser"), Shuster Laboratories, Inc., a Massachusetts corporation (collectively, the "Debtors"), and Wells Fargo Bank, National Association (the "Secured Party").

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AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • July 16th, 2001 • Hauser Inc • Medicinal chemicals & botanical products

AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 31, 2001, by and among HAUSER, INC., a Delaware corporation (the “Company”), HAUSER TECHNICAL SERVICES, INC., a Delaware corporation (“Technical”), BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, and WILCOX NATURAL PRODUCTS, INC., a Delaware corporation (collectively, the “Borrowers”), and WELLS FARGO BANK, N.A. (the “Lender”).

EXHIBIT C
Agreement Regarding Employees • December 15th, 1998 • Hauser Chemical Research Inc • Medicinal chemicals & botanical products • Colorado
WAIVER AND AMENDMENT --------------------
Waiver And • July 1st, 2002 • Hauser Inc • Medicinal chemicals & botanical products
REVOLVING CREDIT NOTE
Hauser Inc • November 15th, 2002 • Medicinal chemicals & botanical products

FOR VALUE RECEIVED, the undersigned, HAUSER, INC., a Delaware corporation, HAUSER TECHNICAL SERVICES, INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, (collectively, the “Borrowers”), hereby jointly and severally, unconditionally promise to pay to the order of Wells Fargo Bank, National Association (the “Lender”), at c/o Wells Fargo Bank, N.A., 333 South Grand Avenue, 9th Floor, Los Angeles, California 90071, or at such other place as the holder of this Note may direct, on November 7, 2002 (the “Maturity Date”) in lawful money of the United States of America and in immediately available funds, the principal amount of (a) NINE MILLION DOLLARS ($9,000,000), or (b) such other amount as represents the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below). The Borrowers further agree, jointly and severally, to pay interest on the u

WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2002 • Hauser Inc • Medicinal chemicals & botanical products

THIS WAIVER AND AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver and Amendment”) is entered into as of October 3, 2002, by and among HAUSER, INC., a Delaware corporation (the “Company”), HAUSER TECHNICAL SERVICES, INC., a Delaware corporation (“HTS”), BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, and ZETAPHARM, INC., a New York corporation, (collectively, the “Borrowers”), and WELLS FARGO BANK, N.A. (the “Lender”).

COLLATERAL ASSIGNMENT OF TRADEMARKS, TRADEMARK APPLICATIONS, PATENTS AND PATENT APPLICATIONS
Hauser Inc • June 28th, 2002 • Medicinal chemicals & botanical products

THIS COLLATERAL ASSIGNMENT OF TRADEMARKS, TRADEMARK APPLICATIONS, PATENTS AND PATENT APPLICATIONS is made as of December 7, 2001 by and among HAUSER, INC., a Delaware corporation, HAUSER TECHNICAL SERVICES, INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, (each, an “Assignor” and collectively, the “Assignors”), and Wells Fargo Bank, National Association (the “Assignee”).

ACKNOWLEDGEMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 28th, 2002 • Hauser Inc • Medicinal chemicals & botanical products

This ACKNOWLEDGEMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Acknowledgement and Consent” ) is dated as of December 7, 2001 and entered into by the undersigned, and is made with reference to that certain Amended and Restated Credit Agreement dated as of the date hereof (the “Restated Credit Agreement” ), by and among Hauser, Inc., Hauser Technical Services, Inc., Botanicals International Extracts, Inc., Zetapharm, Inc., Wilcox Natural Products, Inc. (collectively, the “Borrowers”), and Wells Fargo Bank, National Association (the “Lender”), which amends and restates that certain Credit Agreement dated as of June 11, 1999 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”) by and among the Borrowers and the Lender. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Restated Credit Agreement.

THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF...
Hauser Inc • July 16th, 2001 • Medicinal chemicals & botanical products • Delaware

THIS CERTIFIES THAT, for value received, HAUSER, INC., a Delaware corporation (the "Company"), promises to issue to Zatpack Inc., the holder of this Warrant, its nominees, successors or assigns (the "Holder"), 992,789 nonassessable shares of common stock, par value $0.001 per share, of the Company ("Common Stock"), upon the payment by the Holder to the Company of the Warrant Price (as defined below) set forth herein and to deliver to the Holder a certificate or certificates representing the Common Stock purchased. The number of shares of Common Stock purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as provided herein. The initial Warrant Price (the "Warrant Price") per share of Common Stock shall be $0.5855 per share, subject to adjustment as provided herein.

TERM NOTE
Term Note • September 17th, 2002 • Hauser Inc • Medicinal chemicals & botanical products

This Note amends, restates and replaces the Term Note previously issued by Borrower and referred to in the Amended and Restated Credit Agreement by and between

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