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
GUARANTYGuaranty • September 11th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York
GUARANTY, dated as of September 5, 2008, made by O. Lee Tawes, III, an individual having an address at c/o Northeast Securities, Inc., 100 Wall Street, New York, NY 10005 (the “Guarantor”), for the benefit of __________________ (“Investor”).
PUT AGREEMENTPut Agreement • September 11th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York
PUT AGREEMENT, dated as of September 5, 2008 (this “Agreement”), between O. Lee Tawes, III, an individual having an address at c/o Northeast Securities, Inc., 100 Wall Street, New York, NY 10005 (“Tawes”) and to the investor party set forth on the signature page hereof (“Investor”).
Subject: Side Letter Agreement to the 12% Subordinated Notes (the “Notes”) and Common Stock Purchase Warrants (the “Warrants”) issued September 5, 2008, by Baywood International, Inc. to the investors (each an “Investor” and together, the “Investors”)...Side Letter Agreement • September 11th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York
This Side Letter Agreement (this “Agreement”) entered into on September 5, 2008, by and between Baywood International, Inc., a Nevada corporation (the “Company”), and the Investors who purchased Units described above, will serve to set forth the terms and conditions of the Offering. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Notes and Warrants.
