Prestige Brands – Stock Purchase Agreement by and Among Prestige Brands Holdings, Inc., Blacksmith Brands Holdings, Inc., and the Stockholders of Blacksmith Brands Holdings, Inc. Dated as of September 14, 2010 (September 20th, 2010)
THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of the 14th day of September, 2010 (the "Effective Date"), by and among Prestige Brands Holdings, Inc., a Delaware corporation (the "Buyer"), Blacksmith Brands Holdings, Inc., a Delaware corporation ("Holdco"), and the stockholders of Holdco, as set forth on Exhibit A (the "Holdco Stockholders"). The Holdco Stockholders are referred to herein as the "Sellers," and the Buyer, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the "Parties" or singly as a "Party".
Agreement and General Release and Waiver (April 29th, 2008)
Paul Intlekofer (the "Executive") and NUTRITION 21, INC. with its principal office at 4 Manhattanville Road, New York 10577 (the "Company" or "Nutrition 21"), on behalf of itself and its officers, directors, shareholders, Executives, agents and parent, affiliates, predecessor, successor, subsidiary, and other related companies, and each of them jointly and severally (hereinafter singularly and collectively referred to as the "Company"), hereby enter into the following Agreement and General Release and Waiver (the "Agreement"), concerning the Executive's resignation from the Company.
Consulting Agreement (March 26th, 2008)
Any and all inventions, discoveries, designs, or other work product (including Developed Information), whether or not patentable or registrable as copyrighted material or trademarks, which Consultant develops, conceives and/or makes within the Consulting Period, and for a period of one year following termination of the Consulting Period, related to Consultant's work for the Company hereunder or based on Information received from the Company ("Intellectual Property"), shall be promptly and fully disclosed to the Company and shall be the sole and exclusive property of the Company. Consultant will, at the request of the Company, promptly execute any and all applications, assignments or other instruments which the Company shall deem necessary or useful in order to convey to the Company the sole and exclusive right, title and interest in and to said Intellectual Property and in order to procure, maintain and enfor
Prestige Brands – Contract (January 26th, 2005)
Exhibit 10.39 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "AGREEMENT") is made as of _________ __, 2005, by and among Prestige Brands Holdings, Inc., a Delaware corporation (the "COMPANY"), Prestige International Holdings, LLC, a Delaware limited liability company ("HOLDINGS LLC"), and the common unitholders of Holdings LLC listed on the SCHEDULE OF UNITHOLDERS attached hereto under the heading "Unitholders" (the "UNITHOLDERS"). WHEREAS, Holdings LLC and the Unitholders are parties to the Third Amended and Restated Limited Liability Company Agreement, dated as of April 6, 2004 (the "LLC AGREEMENT"); WHEREAS, the Unitholders own all of the outstanding Common Units of Holdings LLC (the "COMMON UNITS"); WHEREAS, the Company expects to offer its Common Stock, par value $.01 per share ("COMMON STOCK"), for sale to the public in an initial public offering pursuant to a Registration Statement on Form S-1 filed with the Securities and
Prestige Brands – CUMULATIVE PERCENTAGE OF DATE ALL CARRIED SHARES VESTED ------------------------------- ----------------------------- February 6, 2005 20.00% February 6, 2006 40.00% February 6, 2007 60.00% February 6, 2008 80.00% February 6, 2009 100.00% (January 26th, 2005)
Prestige Brands – Contract (November 12th, 2004)
EXHIBIT 10.29.1 OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS AND UNIT PURCHASE AGREEMENT This Omnibus Consent and Amendment to Securityholders Agreement, Registration Rights Agreement, Senior Management Agreements and Unit Purchase Agreement (this "CONSENT AND AMENDMENT"), dated as of July 6, 2004, is entered into by and among Prestige Brands International Holdings, LLC (f/k/a Medtech/Denorex, LLC), a Delaware limited liability company (the "COMPANY"), Prestige Brands, Inc., a Delaware corporation ("EMPLOYER"), GTCR Fund VIII, L.P., a Delaware limited partnership ("GTCR FUND VIII"), GTCR Fund VIII/B, L.P., a Delaware limited partnership ("GTCR FUND VIII/B"), GTCR Co-Invest II, L.P., a Delaware limited partnership ("GTCR CO-INVEST" and together with GTCR Fund VIII and GTCR Fund VIII/B, the "GTCR PURCHASERS"), GTCR Capital Partners, L.P., a Delaware limited