5% SECURED CONVERTIBLE DEBENTURE DUE MAY 2011Convertible Security Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • New York
THIS SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of Sweetskinz Holdings, Inc., a Delaware corporation, having its principal place of business at 2311 Wallace Street, Philadelphia, PA 19130 (the “Company”), designated as its 5% Secured Convertible Debentures, due May 3, 2011 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of SWEETSKINZ HOLDINGS, INC.Securities Agreement • June 15th, 2006 • Sweetskinz Holdings Inc
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sweetskinz Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • New York
SECURITY AGREEMENT, dated as of May 3, 2006 (this “Agreement”), among Sweetskinz Holdings, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 5% Secured Convertible Debentures due May 3, 2011 in the original aggregate principal amount of $3,912,500 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 15th, 2006 • Sweetskinz Holdings Inc • New York
SUBSIDIARY GUARANTEE, dated as of May 3, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Sweetskinz Holdings, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2006 • Sweetskinz Holdings Inc
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2006, among Sweetskinz Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2006, among Sweetskinz Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • Delaware
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (“Agreement”) is made as of the 6th day of April, 2006, by and between Sweetskinz, Inc., a Pennsylvania corporation (the “Company”), and Yann Mellet, a resident of Philadelphia, Pennsylvania (the “Employee”).
AGREEMENT CONCERNING NON-DISCLOSURE/NON-CIRCUMVENTIONNon-Disclosure/Non-Circumvention Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • Pennsylvania
It is understood that this is a Proprietary Information and Non-Competition Agreement with regards to Yann Mellet (“Mellet”) and Sweetskinz, Inc., a Pennsylvania corporation (“Sweetskinz”). Mellet and Sweetskinz shall be sometimes collectively be referred to as “Parties". It is understood further that changes to this Agreement must be in writing and acknowledged by the Parties.
AGREEMENT AND PLAN OF MERGER MARCH 31, 2006 by and among SWEETSKINZ HOLDINGS CORP., a Delaware corporation (f/k/a NUPRO INNOVATIONS, INC.), SWEETSKINZ MERGER SUB, INC., a Delaware corporation, which is a wholly owned subsidiary of Sweetskinz Holdings...Merger Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 31, 2006 by and among SWEETSKINZ HOLDINGS CORP., a Delaware corporation (f/k/a NUPRO INNOVATIONS, INC.) (“SKNZ”), SWEETSKINZ MERGER SUB, INC., a Delaware corporation, which is a wholly owned subsidiary of SKNZ (“Merger Sub” and, together with SKNZ, the “SKNZ Parties”), and SWEETSKINZ, INC., a Pennsylvania corporation (“SweetskinZ”). Capitalized terms used herein, but not defined have the meanings ascribed to them in Annex 1 hereto.
CORPORATE FINANCEEngagement Agreement • June 15th, 2006 • Sweetskinz Holdings Inc • New York
