REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • 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 among the Purchaser, the Company (as amended, modified, restated or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to (and as defined) therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 6th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Stock Pledge Agreement (as the same may be amended, restated, modified and/or supplemented from time to time, this “Agreement”), dated as of June 30, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), TRUEYOU.COM INC., a Delaware corporation (the “Company”), and each of the direct and indirect Subsidiaries of the Company signatory hereto (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
ContractTRUEYOU.COM • July 6th, 2006 • Services-personal services • 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 MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRUEYOU.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractTRUEYOU.COM • July 6th, 2006 • Services-personal services • 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 MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRUEYOU.COM INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 6th, 2006 • TRUEYOU.COM • Services-personal services • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of TrueYou.com Inc., a Delaware corporation (the “Parent” or the “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future Obligations (as hereinafter defined), all upon the terms and provisions and
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • July 6th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Restricted Account Agreement this “Agreement”) is entered into this 30th day of June 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), TRUEYOU.COM INC., a Delaware corporation with offices at [Insert Address] (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 6th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Agreement (this “Agreement”) is dated as of the 30th day of June 2006 among TRUEYOU.COM, INC., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and TRUEYOU.COM INC. Dated: June 30, 2006Securities Purchase Agreement • July 6th, 2006 • TRUEYOU.COM • Services-personal services • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”) is made and entered into as of June 30, 2006, by and between TRUEYOU.COM INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue 14th Floor New York, New York 10022 June 30, 2006TRUEYOU.COM • July 6th, 2006 • Services-personal services
Reference is made to (a) the Securities Purchase Agreement, dated as of the date hereof (as the same may be amended, supplemented, restated or modified from time to time, the “Securities Purchase Agreement”) by and between TrueYou.Com, Inc.., a Delaware corporation (the “Parent”), Klinger Advanced Aesthetic, Inc., an Delaware corporation (“Klinger Inc.”), Advanced Aesthetics Sub, Inc., a Delaware corporation (“Advanced Sub”), Advanced Aesthetics, Inc., a Delaware corporation (“Advanced”), Klinger Advanced Aesthetics, LLC, a Delaware limited liability company (“Klinger LLC”), Anushka PBG, LLC, a Delaware limited liability company (“Anushka PBG”), Anushka Boca, LLC, a Delaware limited liability company (“Anushka Boca”), Wild Hare, LLC, a Delaware limited liability company (“Wild Hare”), Dischino Corporation, a Florida corporation (“Dischino”), Anushka PBG Acquisition Sub, LLC, a Delaware limited liability company (“Anushka PBG Sub”), Anushka Boca Acquisition Sub, LLC, a Delaware limited
TRUEYOU.COM, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTTRUEYOU.COM • July 6th, 2006 • Services-personal services • New York
To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
LAURUS MASTER FUND, LTD. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands June 30, 2006TRUEYOU.COM • July 6th, 2006 • Services-personal services
Reference is made to (i) that certain Securities Purchase Agreement, dated as of June 30, 2006 (as amended, modified, restated or supplemented from time to time, the “Purchase Agreement”), by and between TrueYou.com Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”); (ii) that certain Restricted Account Agreement, dated as of June 30, 2006 (as amended, modified, restated or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”); and (iii) that certain Post-Closing Letter by and between the Company and the Purchaser dated as of the date hereof (as amended, modified, restated or supplemented from time to time, the “Post-Closing Letter”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 6th, 2006 • TRUEYOU.COM • Services-personal services
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as the same may be amended, restated, modified and/‘or supplemented from time to time, the “Agreement”), dated as of June 30, 2006, is made by TRUEYOU.COM INC., a Delaware corporation (“TrueYou”), Klinger Advanced Aesthetics, Inc., a Delaware corporation (“KAAI”), Klinger Advanced Aesthetics, LLC, a Delaware limited liability company (“KAAL”), and Advanced Aesthetics, LLC, a Delaware limited liability company (“AAL”, together with TrueYou, KAAI and KAAL, each a “Grantor” and collectively, the “Grantors”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
