Baywood International Inc Sample Contracts

AGREEMENT
Consulting Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations • Washington
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Contract
New Leaf Brands, Inc. • October 15th, 2010 • Bottled & canned soft drinks & carbonated waters

THIS SECURITY HAS NOT 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 AND, UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”

AGREEMENT ---------
Bridge Loan Agreement • May 12th, 2005 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
Agreement ---------
License and Distribution Agreement • October 19th, 2005 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
Contract
New Leaf Brands, Inc. • January 26th, 2011 • Bottled & canned soft drinks & carbonated waters

THIS SECURITY HAS NOT 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 REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.

BUSINESS LOAN AGREEMENT
Loan Agreement • April 11th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • California

THIS BUSINESS LOAN AGREEMENT dated March 20, 2007, is made and executed between Baywood International, Inc.; and Baywood Acquisition, Inc. ("Borrower") and Vineyard Bank, N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters

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”).

Contract
Baywood International Inc • May 20th, 2009 • Medicinal chemicals & botanical products • Nevada

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN LOAN AGREEMENT ATTACHED HERETO (INDIVIDUALLY AND COLLECTIVELY REFERRED TO HEREIN AS THE “NOTE”), EXECUTED BY BAYWOOD INTERNATIONAL, INC., A NEVADA CORPORATION (THE “COMPANY”), AS MAKER, IN FAVOR OF THE LENDER (AS THE SAME MAY BE AMENDED AND RESTATED FROM TIME TO TIME). NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS OF THE NOTE AND THE TERMS OF THIS WARRANT HAVE BEEN FULFILLED. COPIES OF THE NOTE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.

RECITALS
Safekeeping Agreement • November 16th, 1998 • Baywood International Inc • Perfumes, cosmetics & other toilet preparations
BAYWOOD INTERNATIONAL, INC. Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per Share
Baywood International Inc • May 20th, 2009 • Medicinal chemicals & botanical products • New York

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, O. Lee Tawes, III (the “Holder”) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time to time on or after July 14, 2008 (the “Initial Exercise Date”) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the “Exercise Period”), up to an aggregate of 312,500 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. This Warrant is initially exercisable at a price of $0.80 per share, subject to adjustment as described in this Warrant. The term “Exercise Price” shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current E

EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 14, 2012, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and David Fuselier, an individual, of 130 Federal Road, Danbury, CT 06811 (“Employee”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 30th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products • Delaware

This Asset Purchase Agreement (this “Agreement”) is entered into as of July 24, 2009 (the “Effective Date”), by and among Nutritional Specialties, Inc., a Nevada corporation (“Company”) and Baywood International, Inc., a Nevada corporation and the sole shareholder (the “Shareholder”) (Company and Shareholder are collectively the “Sellers”) and Nutra, Inc., a Delaware corporation (the “Buyer”).

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 15th, 2010 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New York

THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 21st day of September 2010, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and each of the purchasers listed on Schedule A hereto (collectively, the “Investors”).

MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • July 23rd, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • California

This Manufacturing and Supply Agreement (this “Agreement”) is effective as of the 30th day of March, 2007 (the “Effective Date”), by and between Baywood International, Inc., a Nevada corporation (“Customer”), and Ultimate Formulations, Inc. dba Best formulations, a California corporation (“Supplier”). In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

NEITHER THIS NOTE NOR ANY SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION OF THE FACE AMOUNT HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED,...
New Leaf Brands, Inc. • October 15th, 2010 • Bottled & canned soft drinks & carbonated waters

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), __________, A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). __________ MAY BE REACHED AT TELEPHONE NUMBER (__) ___-____.

Contract
New Leaf Brands, Inc. • January 3rd, 2012 • Bottled & canned soft drinks & carbonated waters • New Jersey

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
New Leaf Brands, Inc. • January 26th, 2011 • Bottled & canned soft drinks & carbonated waters

THIS SECURITY HAS NOT 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 REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.

August 26, 2010 Dear :
New Leaf Brands, Inc. • May 23rd, 2011 • Bottled & canned soft drinks & carbonated waters

This Letter will serve to confirm your investment of $100,000 representing 2 units, 285,712 shares of common stock at $0.35 per share and warrants to purchase 285,712 shares common stock at a strike price of $0.45.

EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2010 • New Leaf Brands, Inc. • Medicinal chemicals & botanical products • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of _May 11_, 2010, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and David Tsiang, (“Employee”).

May 27, 2010 Dear :
New Leaf Brands, Inc. • May 23rd, 2011 • Bottled & canned soft drinks & carbonated waters

This Letter will serve to confirm your investment of $50,000 representing 2 units, 285,712 shares of common stock at $0.35 per share and warrants to purchase 285,712 shares common stock at a strike price of $0.45.

ASSIGNMENT OF LEASE
Assignment of Lease • October 14th, 2009 • Baywood International Inc • Medicinal chemicals & botanical products

THIS ASSIGNMENT OF LEASE (the “Assignment”) is entered into as of October 9, 2009, between Boyd Business Center of Orange, a California general partnership ("Landlord"), Nutritional Specialties, Inc., a Nevada corporation (“Assignor”), whose address for the purposes hereof is 9380 Bahia Dr. Suite A201, Scottsdale AZ, 85260, and Nutra, Inc., a Delaware corporation (“Assignee”) whose address for the purposes hereof is 1400 Kearns Blvd., 2nd Floor, Park City, UT 84060, and its successors and assigns.

LOAN AGREEMENT
Loan Agreement • July 30th, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • Louisiana

This Agreement between Fuselier Bridge Capital, a Louisiana limited liability corporation, (hereinafter “Lender”) and New Leaf Brands, Inc., a Nevada corporation (hereinafter “Borrower”) is entered into as of this 26th day of June, 2012 (the “Effective Date”). All references to “Borrower” and/or “Lender” in this Agreement shall also refer to all employees, consultants, agents or representatives of “Borrower” and/or “Lender.”

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR...
Baywood International Inc • September 11th, 2008 • Medicinal chemicals & botanical products • New York

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, _______________________ (the “Holder”) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time to time on or after September 5, 2008 (the “Initial Exercise Date”) until 5:00 P.M. New York City local time on the fifth anniversary of the Initial Exercise Date (the “Exercise Period”), up to an aggregate of ______________ shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. This Warrant is initially exercisable at a price of $0.85 per share, subject to adjustment as described in this Warrant. The term “Exercise Price” shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The purchase price of one share of Common Stock under t

MUTUAL TERMINATION & RELEASE AGREEMENT
Mutual Termination & Release Agreement • February 23rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters

THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (“Agreement”) dated as of February 14, 2012, is by and between New Leaf Brands, Inc. (f/k/a Baywood International, Inc.), a Nevada corporation (the “Company”), with an address of One De Wolfe Road, Old Tappan, NJ 07675and Eric Skae, with an address of __________ (“Employee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
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