AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (as amended, modified, restated and/or supplemented from time to time, this "Agreement") is made and entered into as of December 22, 2006, by...Registration Rights Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
EXHIBIT 10.31 ADVANCED AESTHETICS, LLC EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and among Advanced Aesthetics, LLC, a Delaware limited liability company (the "Company"), Advanced Aesthetics, Inc., a Delaware...Employment Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.12 ADVANCED AESTHETICS, INC. STOCKHOLDERS AGREEMENT December 17, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other persons executing a signature page to this...Stockholders Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.18 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
RECITALSLoan Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
EXHIBIT 10.53 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...Warrant Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Advanced Aesthetics, Inc. 501 Madison Av. New York, NY 10022 Ladies and Gentlemen: 1. SUBSCRIPTION. (the "Purchaser") hereby agrees to purchase from Advanced Aesthetics, Inc. (the "Company") (i) shares of its Series...Subscription Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Connecticut
EXHIBIT 10.2 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT September 1, 2005 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the individuals or entities executing a signature...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
September 1, 2005 c/o Pequot Capital Management 500 Nyala Farm Road Westport, Connecticut 06880 Re: Exchange of Series F Preferred Stock for Series H Preferred Stock Gentlemen: Reference is made to that certain Subscription Agreement dated as of July...Exchange Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec
EXHIBIT 10.17 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT November 25, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other individuals or entities executing a...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
ARTICLE IShare Exchange Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
Article II Representations and Warranties of the Company ---------------------------------------------Securities Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
RECITALS:Guaranty Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
EXHIBIT 10.22 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2004, is by and among the parties identified as "Grantors" on the signature pages hereto and such other parties as may become Grantors...Pledge and Security Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
RECITALSConsulting Services Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec
BACKGROUNDSubordination Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
EXHIBIT 10.19 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT (Georgette Klinger, Inc.) April 23, 2004 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other individuals or...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
RECITALSLoan Agreement • May 15th, 2006 • TRUEYOU.COM • Services-personal services • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
EXHIBIT 10.52 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made and entered into as of December 22, 2005 among Trueyou.com, Inc., a Delaware corporation (the "Company"), and each of the purchasers executing this...Investor Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
December 20, 2006 TrueYou.Com Inc. 501 Merritt 7, 5th Floor Norwalk, CT 06851 Re: AMENDMENT OF REGISTRATION RIGHTS AGREEMENT Gentlemen: Reference is made to that certain Registration Rights Agreement, dated September 1, 2005 (the "Registration Rights...Registration Rights Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services
TRUEYOU.COM INC. REGISTRATION RIGHTS AGREEMENT DECEMBER 22, 2006 The parties to this agreement are TRUEYOU.COM Inc., a Delaware corporation (the "Company") and Vicis Capital Master Fund LLC, Klinger Investments LLC, Andrew D. Lipman, Richard Rakowski,...Registration Rights Agreement • February 6th, 2007 • TRUEYOU.COM • Services-personal services • New York
RECITALSNote and Warrant Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
Draft of March 29, 2006 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is entered into this 4th day of April, 2006, by and between, Klinger Advanced Aesthetics, Inc., a Delaware Corporation (hereafter "KAA) and Mark Potter ("Potter")...Consulting Agreement • April 21st, 2006 • TRUEYOU.COM • Services-personal services • Texas
Exhibit 10.4 DOCUMENT PREPARED BY AND WHEN RECORDED RETURN TO Glast, Phillips & Murray, P.C. 13355 Noel Road, Suite 2200 One Galleria Tower Dallas, Texas 75240 Attn: Donald O. Walsh DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT DATE: April...Deed of Trust • April 21st, 2006 • TRUEYOU.COM • Services-personal services • Texas
EXHIBIT 10.24Securityholders Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
Exhibit 10.5 CONSTRUCTION LOAN AGREEMENT DATE: April 4, 2006 BORROWERS: Atlantis Laboratories, Inc. 408 Hall Street Conroe, Texas 77301 Mark Potter 408 Hall Street Conroe, Texas 77301 LENDER: Klinger Advanced Aesthetics, Inc. 501 Merritt 7, 5th Floor...Construction Loan Agreement • April 21st, 2006 • TRUEYOU.COM • Services-personal services • Texas
EXHIBIT 10.3 THIS WARRANT AND THE SHARES OF WARRANT STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON...Warrant Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
December 20, 2005 Kidd & Company, LLC Three Pickwick Plaza Greenwich, CT 06830 Re: Advisory Services Agreement Gentlemen: In connection with the contemplated execution of a Share Exchange Agreement (the "Share Exchange Agreement") by Advanced...Advisory Services Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec
EXHIBIT 10.45 AMENDED AND RESTATED SHARE TRANSFER AGREEMENT December 20, 2005 This Amended and Restated Share Transfer Agreement is among TrueYou.com Inc., a Delaware corporation (the "Company"), FCPR L Capital, a fonds commun de placements a risque,...Share Transfer Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
Exhibit 10.13 UNCONDITIONAL GUARANTY ---------------------- This Unconditional Guaranty ("Guaranty") is entered into as of May 9, 2006, by Anushka PBG Acquisition Sub, LLC, a Delaware limited liability company ("Guarantor"), in favor of Pequot...Unconditional Guaranty • May 15th, 2006 • TRUEYOU.COM • Services-personal services • New York
