ContractBaywood 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.
BAYWOOD INTERNATIONAL, INC. Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per ShareBaywood 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
