EXHIBIT 4.5 WARRANT AGREEMENT dated as of November 17, 1999 between eDiets.com Inc. (formerly Olas Inc.), a Delaware corporation (the "Company"), and Whale Securities Co., L.P. (hereinafter referred to as the "Placement Agent"). W I T N E S E T H:...Warrant Agreement • December 30th, 1999 • Ediets Com Inc • Delaware
EXHIBIT 4.4 THIS OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") IN RELIANCE UPON THE EXEMPTIONS CONTAINED IN THE ACT. THIS OPTION AND ANY SHARES ISSUED UPON...Option Agreement • June 23rd, 2000 • Ediets Com Inc • Services-business services, nec • Florida
EXHIBIT 10.5 A G R E E M E N T AGREEMENT dated as of March 28, 2001, between eDiets.com, Inc., a Delaware corporation (the "Company"), Whale Securities Co., L.P. ("Whale"), Matthew Gohd ("Gohd"), and the undersigned additional persons listed at the...Warrant Agreement • May 14th, 2001 • Ediets Com Inc • Services-business services, nec
LICENSE AGREEMENTLicense Agreement • December 30th, 1999 • Ediets Com Inc • Florida
Exhibit 10.1 AGREEMENT OF COMPROMISE, SETTLEMENT, AND MUTUAL RELEASE ------------------------------------------------------- This agreement (the "Agreement"), effective as of the 28th day of September, 2001, (the "Effective Date"), is entered into by...Settlement Agreement • November 9th, 2001 • Ediets Com Inc • Services-business services, nec • Virginia
EXHIBIT 10.1 EMPLOYMENT AGREEMENT Agreement dated as of the 21st day of August 2000, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3467 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the...Employment Agreement • October 30th, 2000 • Ediets Com Inc • Services-business services, nec • Florida
WHEREAS, pursuant to Section 7.3 and 7.4 of the Agreement and Plan of Merger dated as of October 1, 2001 (the "Merger Agreement") among the Company, DietSmart Acquisition Corp., David R. Humble, DietSmart, Inc. ("DietSmart") and the Principal...Registration Rights Agreement • November 2nd, 2001 • Ediets Com Inc • Services-business services, nec • Florida
EXHIBIT 10.6 3467 PARTNERSHIP LEASE AGREEMENT 1. PARTIES. This Lease Agreement is between THE 3467 PARTNERSHIP, hereinafter referred to as the "LESSOR" and EDIETS.COM, INC., a Delaware Corporation hereinafter referred to as "LESSEE". 2. PREMISES....Lease Agreement • December 30th, 1999 • Ediets Com Inc
WARRANTWarrant Agreement • May 14th, 2001 • Ediets Com Inc • Services-business services, nec • New York
As of November 17, 1999 Whale Securities Co., L.P. 650 Fifth Avenue New York, New York 10019 Ladies and Gentlemen: eDiets.com, Inc., (formerly Olas, Inc.) a Delaware corporation (the "Company"), hereby confirms its agreement with you (the "Placement...Placement Agent Agreement • December 30th, 1999 • Ediets Com Inc • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT Agreement dated as of the 19/th/ day of October, 2001, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the...Employment Agreement • November 2nd, 2001 • Ediets Com Inc • Services-business services, nec • Florida
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated as of the ____ day of November 1999, executed and delivered by eDiets.com, Inc., a Delaware corporation, having its principal place of business at 3467 Hillsboro Boulevard, Deerfield Beach,...Registration Rights Agreement • December 30th, 1999 • Ediets Com Inc • New York
AGREEMENT ANDMerger Agreement • December 30th, 1999 • Ediets Com Inc • Delaware
Exhibit 10.2 EMPLOYMENT AGREEMENT Agreement dated as of the 19/th/ day of October, 2001, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the...Employment Agreement • November 2nd, 2001 • Ediets Com Inc • Services-business services, nec • Florida
EXHIBIT 10.2 EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 1999 • Ediets Com Inc • Florida
iVillage.com Sponsorship AgreementSponsorship Agreement • October 30th, 2000 • Ediets Com Inc • Services-business services, nec • New York
RECITALSIndemnification Agreement • April 17th, 2000 • Ediets Com Inc • Services-business services, nec • Delaware
RECITALSIndemnification Agreement • March 20th, 2000 • Ediets Com Inc • Services-business services, nec • Delaware
TERMS -----Interactive Services Agreement • August 8th, 2001 • Ediets Com Inc • Services-business services, nec
Exhibit 10.2 September 25, 2001 Mr. Ron Caporale eDiets.com, Inc. 3467 Hillsboro Blvd Suite 2 Deerfield Beach, FL 33442 Re: Third Amendment to Content License Agreement -------------------------------------------- Reference is made to the Content...Content License Agreement • November 9th, 2001 • Ediets Com Inc • Services-business services, nec
WITNESSETH:Employment Termination Agreement • May 15th, 2002 • Ediets Com Inc • Services-business services, nec • Florida
Exhibit 10.2 EMPLOYMENT AGREEMENT Agreement dated as of the 1st day of June, 2002, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the...Employment Agreement • July 30th, 2002 • Ediets Com Inc • Services-business services, nec • Florida
Exhibit 10.1 INDEMNIFICATION ESCROW AGREEMENT This Indemnification Escrow Agreement (herein "Agreement") is entered into on the 19/th/ day of October , 2001, by and between EDIETS.COM, INC., a Delaware corporation ("eDiets") and TAMARA L. TOTAH,...Indemnification Escrow Agreement • November 2nd, 2001 • Ediets Com Inc • Services-business services, nec • Delaware
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • New York
eDiets.com, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through Roth Capital Partners, LLC (“Roth”), up to an aggregate of 5,275,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to certain investors (each an “Investor” and, collectively, the “Investors”). The Shares are sometimes referred to herein as the “Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Ediets Com Inc • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between eDiets.com, Inc., a Delaware corporation (the “Company”), and Prides Capital Fund I, L.P. (“Holder”).
EXHIBIT 10.8 December 22 1999 Mr. David Humble eDiets, Inc.. 3467 Hillsboro Blvd. Deerfield Beach, FL 33442 RE: LETTER OF AGREEMENT Dear Mr. Humble: This Letter of Agreement shall serve as an agreement (the "Agreement") between iVillage Inc....Letter of Agreement • December 30th, 1999 • Ediets Com Inc • New York
SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • June 29th, 2009 • Ediets Com Inc • Services-personal services • Delaware
AMENDMENT 2 to the MASTER ADVERTISING AGREEMENTMaster Advertising Agreement • July 30th, 2002 • Ediets Com Inc • Services-business services, nec
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
THIS AGREEMENT is made as of May 30, 2008 by and between EDIETS.COM, INC., a Delaware corporation (the “Company”) and the entity listed on the signature page hereof as purchaser (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
VIA HAND DELIVERY June 13, 2005 Mr. James A. Epstein RE: Terms of Employment Between eDiets.com, Inc. and James A. Epstein Dear Mr. Epstein :Employment Agreement • August 5th, 2005 • Ediets Com Inc • Services-personal services • Florida
This will serve to confirm the terms of your employment with eDiets.com, Inc. and all affiliates of eDiets.com, Inc. (“EDI,” “We” or “Us).
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • Ediets Com Inc • Services-personal services • Florida
This Employment Agreement (the “Agreement”) dated December 30, 2008 (the “Effective Date”) is made by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Kevin McGrath (“Executive”).
c/o Prides Capital Partners, LLC Boston, MA 02109 February 7, 2011Equity Investment Agreement • February 11th, 2011 • Ediets Com Inc • Services-personal services • Delaware
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • Delaware
This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Prides Capital Fund I, L.P. (the “Debt Holder”).
Exhibit 10.6 eDiets.com, Inc. Amended Revenue Share Program Agreement This Amended Revenue Share Program Agreement (the "Agreement") is entered into on May 20, 2002, and effective to May 19, 2003, between eDiets.com, Inc. (the "Company") and...Revenue Share Program Agreement • July 30th, 2002 • Ediets Com Inc • Services-business services, nec • Florida
Exhibit 10.3 EMPLOYMENT AGREEMENT Agreement dated as of the 1st day of June, 2002, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the...Employment Agreement • July 30th, 2002 • Ediets Com Inc • Services-business services, nec • Florida
