ContractBaywood International Inc • October 12th, 2007 • 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
Northeast Securities, Inc. New York, NY 10005Baywood International Inc • October 12th, 2007 • Medicinal chemicals & botanical products • New York
Reference is made to the Engagement Letter (the “Engagement Letter”) dated September 7, 2006 between Baywood International, Inc. (the “Company”) and Northeast Securities, Inc. (“NESC”) in which the Company has engaged NESC on an exclusive basis in connection with the purchase and sale of securities of the Company on a “best efforts” basis to accredited investors, as the term “accredited investors” is defined in the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, all as further set forth in the Engagement Letter. The Company proposes to complete an offering (the “Offering”) to purchase a minimum of 100 units (each a “Unit”) and a maximum of 150 Units, each Unit having a purchase price of $50,000 and consisting of (i) 5,000 shares of Series I 8% Convertible Preferred Stock and (ii) a warrant to purchase 250,000 shares of Common Stock at an exercise price of $.02 per share, all as described in the Amended and Restated Confidential Private Placemen
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • California
THIS BUSINESS LOAN AGREEMENT dated July 9, 2007, is made and executed between Baywood International, Inc.; and Nutritional Specialties, 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.
Northeast Securities, Inc.Baywood International Inc • October 12th, 2007 • Medicinal chemicals & botanical products • New York
Reference is made to the Engagement Letter (the "Engagement Letter") dated August 21, 2006 between Baywood International, Inc. (the "Company") and Northeast Securities, Inc. ('NESC") in which the Company has engaged NESC as exclusive placement agent in connection with two separate private offerings and sales of securities of the Company. The Company proposes to complete an offering (the "Offering") to issue and sell (i) $250,000 principal amount of 10% senior convertible notes and (ii) five-year warrants to purchase common stock of the Company, all as described in a Subscription Agreement (the "Subscription Agreement") between the Company and each of the investors in the Offering, and various other transaction documents, in which NESC will act as placement agent.
Mr. Neil T. Reithinger Chief Executive OfficerLetter Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • New York
This letter agreement (the “Agreement”) confirms our understanding that Northeast Securities, Inc., a New York corporation (“NESC”), has been engaged as exclusive placement agent for Baywood International, Inc. (the “Company”), including its successors and permitted assigns, in connection with two separate private offerings and sales of securities of the Company, in each case as further set forth in Section 1 below. If appropriate in connection with performing its services for the Company hereunder, NESC may utilize the services of one or more of its affiliates, in which case references herein to NESC shall include such affiliates.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.
STOCK REPURCHASE AGREEMENT AND RELEASEStock Repurchase Agreement and Release • October 12th, 2007 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
This Agreement is dated as of December __, 2005, and is by and among CHOI CHEE MING (a/k/a FRANCIS CHOI and hereinafter referred to as “Choi”), and BAYWOOD INTERNATIONAL, INC., a Nevada corporation (“Baywood”).
