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
WARRANTEdiets Com Inc • May 14th, 2001 • Services-business services, nec • New York
LICENSE AGREEMENTLicense Agreement • December 30th, 1999 • Ediets Com Inc • Florida
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 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...Agreement • November 9th, 2001 • Ediets Com Inc • Services-business services, nec • Virginia
AGREEMENT ANDAgreement and Plan of Merger and Reorganization • December 30th, 1999 • Ediets Com Inc • Delaware
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
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 10.2 EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 1999 • Ediets Com Inc • Florida
RECITALSIndemnification Agreement • April 17th, 2000 • Ediets Com Inc • Services-business services, nec • Delaware
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...Ediets Com Inc • December 30th, 1999 • New York
iVillage.com Sponsorship AgreementSponsorship Agreement • October 30th, 2000 • Ediets Com Inc • Services-business services, nec • New York
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 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
TERMS -----Interactive Services Agreement • August 8th, 2001 • Ediets Com Inc • Services-business services, nec
Exhibit 10.44 CONTENT LICENSE AGREEMENTContent License Agreement • July 2nd, 2001 • Ediets Com Inc • Services-business services, nec • California
WITNESSETH:Employment Termination Agreement • May 15th, 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.”
RECITALSIndemnification Agreement • March 20th, 2000 • Ediets Com Inc • Services-business services, nec • Delaware
EXHIBIT 10.12 24/7 MEDIA, INC. E-MAIL NEWSLETTER MANAGEMENT AGREEMENT WHEREAS, the undersigned (hereinafter the "List Owner") is the operator and owner of opt-in email databases and opt-in newsletter(s) (the "Lists") specified on the signature pages...Ediets Com Inc • December 30th, 1999 • New York
Haus Capital Fund, L.P. Preston Park Financial Center Plano, TX 75093 Facsimile: (972) 985-7084 February 7, 2011Letter Agreement • February 11th, 2011 • Ediets Com Inc • Services-personal services • Delaware
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”).
SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • June 29th, 2009 • Ediets Com Inc • Services-personal services • Delaware
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 :Ediets Com Inc • August 5th, 2005 • 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”).
AMENDMENT 2 to the MASTER ADVERTISING AGREEMENTMaster Advertising Agreement • July 30th, 2002 • Ediets Com Inc • Services-business services, nec
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 10.3 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
VOTING AGREEMENTVoting Agreement • May 23rd, 2006 • Ediets Com Inc • Services-personal services • Delaware
VOTING AGREEMENT, dated as of May 15, 2006, between Prides Capital Fund I, L.P. (“Buyer”), a Delaware limited partnership, eDiets.com, Inc., a Delaware corporation (the “Company”) and David R. Humble (“Seller”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2011 • Ediets Com Inc • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of November 29, 2011, by and among eDiets.com, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s common stock listed on Exhibit A attached hereto and incorporated herein by reference (each an “Holder” and collectively the “Holders”).
SECURITY AGREEMENT Dated May 30, 2008 From The Grantors referred to herein as Grantors to PRIDES CAPITAL FUND I, L.P. as PurchaserSecurity Agreement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
THIS SECURITY AGREEMENT dated May 30, 2008 is made by eDiets.com, Inc., a Delaware corporation (the “Company”) and the other parties listed on the signature pages hereof (the Company and the parties so listed being, collectively, the “Grantors”), to Prides Capital Fund I, L.P., as purchaser (the “Purchaser”).
LEASELease • May 5th, 2005 • Ediets Com Inc • Services-personal services
THIS LEASE is made and entered into as of the Date of this Lease, by and between Landlord and Tenant. “Date of this Lease” shall mean the date on which the last one of the Landlord and Tenant has signed this Lease.
