PREAMBLEDistribution Agreement • March 23rd, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • New York
Exhibit 4.5 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN...Common Stock Purchase Warrant • February 8th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • New York
SUPER CITRIMAX(R) CLINICAL STRENGTH" LICENSING AGREEMENT This Licensing Agreement ("Agreement") is entered into as of June 7, 2004 ("Effective Date"), between InterHealth Nutraceuticals Incorporated, a California corporation ("Company"), and the...Licensing Agreement • February 8th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • California
PREAMBLEDistributor Agreement • April 14th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • New York
DISTRIBUTION AGREEMENT Agreement made this 14th day of December, 2004, by and between Creative Enterprises International, Inc., a Nevada corporation with offices at 825 Lafayette Road, Bryn Mawr, PA 19010 (hereinafter the "SUPPLIER") and Big Geyser,...Distribution Agreement • February 8th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • New York
DISTRIBUTION AGREEMENT made on this 12th day of June 2001 BETWEEN HOME ART & SALES SERVICES AG a company incorporated under the laws of Switzerland, whose registered office is at Glarnerstrasse 88, CH - 8854 Siebnen, Switzerland (hereinafter referred...Distribution Agreement • July 31st, 2003 • Creative Enterprises International Inc • Wholesale-groceries, general line
SECURITY AGREEMENTSecurity Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of ____________, 201_ by Skinny Nutritional Corp., a Nevada corporation (the “Company”) and the holders of the Company’s up to $2,500,000 of the Company’s Convertible Senior Subordinated Secured Notes (the “Notes”) issued from time to time under the Subscription Agreement (defined below) (each, a “Secured Party” and together, the “Secured Parties”). This Agreement is being executed and delivered by the Company and the Secured Parties in connection with that certain Subscription Agreement, dated as of November 4, 2011 (the “Subscription Agreement”), by and among the Company and the Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement.
DEFINITIVE LICENSE AND DISTRIBUTION AGREEMENT This Definitive License and Distribution Agreement ("Agreement") is made effective August 1, 2004 between PEACE MOUNTAIN NATURAL BEVERAGES CORPORATION, a Massachusetts corporation with an address of P.O...License and Distribution Agreement • February 8th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • Massachusetts
Name of Subscriber Agreement No.Subscription Agreement • August 15th, 2011 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
THIS SUBSCRIPTION AGREEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING SKINNY NUTRITIONAL CORP. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 2Common Stock Purchase Warrant • April 15th, 2011 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), JON BAKHSHI (the “Holder”), is hereby granted the right to purchase, at any time from the date that this Warrant is issued until 5:00 P.M., New York City time, on February 23, 2013 (the “Warrant Exercise Term”), up to TEN MILLION (10,000,000) fully-paid and non-assessable shares of the Company's Common Stock, $.001 par value per share (“Common Stock”).
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 2Securities Agreement • November 21st, 2011 • Skinny Nutritional Corp. • Wholesale-groceries, general line
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), ________________________ (the “Holder”), is hereby granted the right to purchase, at any time from the date that this Warrant is issued until 5:00 P.M., New York City time, on July __, 2021 (the “Warrant Exercise Term”), up to ____________________________ fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This warrant (the “Warrant”) is issued by the Company pursuant to that certain Securities Purchase Agreement between the Company and the original Holder of this Warrant dated as of the date first set forth above (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the purchaser named therein shares of Common Stock of the Company and this Warrant in accordance with the terms and conditions of such Purchase Agreement.
ContractCommon Stock Purchase Warrant • April 7th, 2009 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Common Stock Purchase Warrant • January 5th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), _________________ (the “Holder”), is hereby granted the right to purchase, at any time from and after the date that this Warrant is issued as specified above, until 5:00 P.M., New York City time, on December 30, 2014 (the “Warrant Exercise Term”), up to _________________________________ fully-paid and non-assessable shares of the Company's Common Stock, $.001 par value per share (“Common Stock”).
WITNESSETH:Exclusive Distribution Agreement • February 8th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
This Employment Agreement (“Agreement”) is entered into by and between Skinny Nutritional Corp. (the “Company”) and Donald McDonald (“Employee”) on this 12th day of August, 2010.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Securities Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), __________________________ (the “Holder”), is hereby granted the right to purchase, at any time from the date that this Series A Common Stock Purchase Warrant (the “Warrant”) is issued until 5:00 P.M., New York City time, on March 1, 2017 (the “Warrant Exercise Term”), up to _________________ fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This Warrant is one of a series of warrants issued by the Company pursuant to that certain Subscription Agreement between the Company, the original Holder of this Warrant and other purchasers signatory thereto, dated as of the date first set forth above (the “Subscription Agreement”) in accordance with the terms and conditions of such Subscription Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings set f
ContractDistribution Agreement • May 5th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
THIS DISTRIBUTION AGREEMENT (“Agreement”) is effective as of the 15th day of July, 2009, by and between Skinny Nutritional Corporation, a Nevada corporation (“Supplier”), and Canada Dry Bottling Company of New York, a New York limited partnership (“Distributor”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2011 • Skinny Nutritional Corp. • Wholesale-groceries, general line
This Amendment (the “Amendment”) to the Employment Agreement by and between Donald J. McDonald (“Employee”) and Skinny Nutritional Corp. (the “Company”), is made and entered into as of the 17th day of June, 2011.
DEFINITIVE LICENSE AND DISTRIBUTION AGREEMENT This Definitive License and Distribution Agreement ("Agreement") is made effective August 1, 2004 between PEACE MOUNTAIN NATURAL BEVERAGES CORPORATION, a Massachusetts corporation with an address of P.O...License and Distribution Agreement • October 19th, 2005 • Creative Enterprises International Inc • Wholesale-groceries, general line • Massachusetts
AGREEMENT AND PLAN OF REORGANIZATION BETWEEN INLAND PACIFIC RESOURCES, INC.Agreement and Plan of Reorganization • January 30th, 2003 • Creative Enterprises International Inc • Wholesale-groceries, general line • Nevada
Agreement This Agreement is made as of March 15, 2002 between Creative Partners International LLC, a Delaware limited liability company ("CPr'), and Systems Engineering & Integration Defense Contractors, Inc., a California Corporation C'SEIDCON')....Partnership Agreement • January 30th, 2003 • Creative Enterprises International Inc • Wholesale-groceries, general line • Delaware
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Redeemable Common Stock Purchase Warrant • June 4th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), _____________________________ (the “Holder”), is hereby granted the right to purchase, at any time from and after the date that this Warrant is issued as specified above, until 5:00 P.M., New York City time, on ______________, 201_ [24 months from date of issuance] (the “Warrant Exercise Term”), up to ______________________________ (________) fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”).
AMENDMENT NO. 1 TO CONVERTIBLE NOTEConvertible Note Amendment • October 11th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line
THIS AMENDMENT NO. 1 TO THE CONVERTIBLE (the ‘‘Amendment’’), is dated as of the 29th day of September, 2006, and is made by and among CREATIVE ENTERPRISES INTERNATIONAL, INC. (the ‘‘Company’’), and Mr. James Robb (the ‘‘Holder’’). Capitalized terms not defined herein have the meanings given to them in the Note.
ContractSecurities Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
CONSULTING AGREEMENTConsulting Agreement • July 5th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
CONSULTING AGREEMENT (this “Agreement”), dated as of June 28, 2012, by and between Skinny Nutritional Corp., a Nevada corporation (the “Company”), First Trilogy LLC (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2009 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of June, 2009 (the effective date), by and between Skinny Nutritional Corporation (the “Company”), and John David Alden (the “Consultant”).
OPTION EXCHANGE AGREEMENTOption Exchange Agreement • May 21st, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
This agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, between Skinny Nutritional Corp., a Nevada corporation (the “Company”) and the undersigned holder of securities of the Company whose name appears on the signature page annexed hereto (the “Securityholder”). The Company and the Securityholders are referred to collectively herein as the “Parties”.
TRADEMARK ASSIGNMENTTrademark Assignment • August 14th, 2009 • Skinny Nutritional Corp. • Wholesale-groceries, general line
This TRADEMARK ASSIGNMENT (this “Assignment”) is made as of the 22nd day of May, 2009 by Peace Mountain Natural Beverage Corporation (“Assignor”) to Skinny Nutritional Corporation (“Assignee”).
AGREEMENT AND RELEASERelease Agreement • October 11th, 2006 • Creative Enterprises International Inc • Wholesale-groceries, general line • New York
This is an agreement and release (the ‘‘Agreement’’) between Creative Enterprises International, Inc., its stockholders (solely in their capacity as stockholders of Creative Enterprises International, Inc.), subsidiaries, affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as ‘‘CEI’’ or the ‘‘Company’’) and by his own free will, Christopher Durkin (‘‘Durkin’’ or ‘‘Employee’’). As used herein, the term ‘‘Execution Date’’ shall mean the later of the two dates on which this agreement has been executed by Employee and CEI, as specified on the signature page of this agreement.
CONSULTING AGREEMENTConsulting Agreement • June 11th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of June, 2010 (the “Effective Date”), by and between Skinny Nutritional Corp. (the “Company”), and Ronald D. Wilson (the “Consultant”).
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • July 5th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
This agreement and general release (the “Agreement”) is made as of the Execution Date by and between Skinny Nutritional Corp (hereinafter referred to as the “Company”) and by Donald J. McDonald (“McDonald” or “Employee”). As used herein, the term “Execution Date” shall mean the later of the two dates on which this agreement has been executed by Employee and the Company, as specified on the signature page of this Agreement.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 2Common Stock Purchase Warrant • April 7th, 2009 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), RONALD WILSON (the “Holder”), is hereby granted the right to purchase, at any time from the date that this Warrant is issued until 5:00 P.M., New York City time, on December 1, 2013 (the “Warrant Exercise Term”), up to TWO MILLION (2,000,000) fully-paid and non-assessable shares of the Company's Common Stock, $.001 par value per share (“Common Stock”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 5th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of June 28, 2012, is made by SKINNY NUTRITIONAL CORP., a Nevada corporation (“Grantor”), in favor of TRIM CAPITAL LLC, a Delaware limited liability company (the “Secured Party”).
SKINNY NUTRITIONAL CORP. SUPPLEMENT NO. 1 TO CONFIDENTIAL SUBSCRIPTION AGREEMENT DATED APRIL 7, 2010Confidential Subscription Agreement • June 4th, 2010 • Skinny Nutritional Corp. • Wholesale-groceries, general line
THIS SUPPLEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING SKINNY NUTRITIONAL CORP. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.
OPTION EXCHANGE AGREEMENTOption Exchange Agreement • November 21st, 2011 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
This agreement (the “Agreement”) is entered into as of August 11, 2011, between Skinny Nutritional Corp., a Nevada corporation (the “Company”) and the undersigned holder of securities of the Company whose name appears on the signature page annexed hereto (the “Securityholder”). The Company and the Securityholders are referred to collectively herein as the “Parties”.
