AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 17th, 2006 • TRUEYOU.COM • Services-personal services • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) is made this 11th day of July, 2006 (the “Closing Date”), by and between TRUEYOU.COM, INC., a Delaware corporation (the “Borrower”), Klinger Investments LLC, Pequot Healthcare Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Premium Series PCC Limited — Cell 32, Pequot Diversified Master Fund, Ltd., Pequot Healthcare Institutional Fund, L.P., North Sound Legacy Institutional Fund LLC, and North Sound Legacy International Ltd., (each a “Lender” and collectively, the “Lenders”).
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...TRUEYOU.COM • July 17th, 2006 • Services-personal services • New York
THIS INSTRUMENT IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF JULY 11, 2006, AMONG LAURUS MASTER FUND, LTD. (THE “SENIOR LENDER”), THE MAKER HEREOF, KLINGER INVESTMENTS LLC., PEQUOT HEALTHCARE FUND, L.P., PEQUOT HEALTHCARE OFFSHORE FUND, INC., PREMIUM SERIES PCC LIMITED — CELL 32, PEQUOT DIVERSIFIED MASTER FUND, LTD., PEQUOT HEALTHCARE INSTITUTIONAL FUND, L.P., NORTH SOUND LEGACY INSTITUTIONAL FUND LLC, NORTH SOUND LEGACY INTERNATIONAL LTD., TECHNOLOGY INVESTMENT CORP., ANDREW D. LIPMAN AND JON LAUCK, WHICH, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBLIGATIONS OF THE MAKER OF THIS INSTRUMENT TO THE PAYEE HEREOF TO SUCH MAKER’S OBLIGATIONS TO THE SENIOR LENDER, TO WHICH PROVISIONS EACH HOLDER OF THIS INSTRUMENT, BY ACCEPTANCE HEREOF, AGREES.
AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • July 17th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Amended and Restated Unconditional Guaranty (“Guaranty”) is entered into as of July 11, 2006, by ____________________________________________ (“Guarantor”), in favor of Anushka Boca, LLC, Pequot Healthcare Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Premium Series PCC Limited – Cell 32, Pequot Diversified Master Fund, Ltd., Pequot Healthcare Institutional Fund, L.P., North Sound Legacy International Ltd. and Klinger Investments LLC (each a “Lender” and collectively, the “Lenders”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • July 17th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Unconditional Guaranty (“Guaranty”) is entered into as of July 11, 2006, by ____________ (“Guarantor”), in favor of [Advanced Aesthetics Sub, Inc., Klinger Investments LLC, Pequot Healthcare Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Premium Series PCC Limited — Cell 32, Pequot Diversified Master Fund, Ltd., Pequot Healthcare Institutional Fund, L.P., North Sound Legacy Institutional Fund LLC, North Sound Legacy International Ltd., Technology Investment Capital Corp., Andrew D. Lipman and Jon Lauck] (each a “Lender” and collectively, the “Lenders”).
ContractTRUEYOU.COM • July 17th, 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, HYPOTHECATED, ASSIGNED OR TRANSFERRED 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.
TRUEYOU.COM INC. REGISTRATION RIGHTS AGREEMENT July 11, 2006Registration Rights Agreement • July 17th, 2006 • TRUEYOU.COM • Services-personal services • New York
The parties to this agreement are TRUEYOU.COM Inc., a Delaware corporation (the “Company”) and Klinger Investments LLC, Pequot Healthcare Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Premium Series PCC Limited — Cell 32, Pequot Diversified Master Fund, Ltd., Pequot Healthcare Institutional Fund, L.P., North Sound Legacy Institutional Fund LLC, North Sound Legacy International Ltd., Technology Investment Capital Corp., Andrew D. Lipman and Jon Lauck (the “Investors”).
SUBORDINATION AGREEMENTSubordination Agreement • July 17th, 2006 • TRUEYOU.COM • Services-personal services • New York
This Subordination Agreement (as amended, modified restated and/or supplemented from time to time in the manner provided herein, this “Agreement”) is entered into as of the 11th day of July, 2006, by and among Klinger Investments LLC, Pequot Healthcare Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Premium Series PCC Limited — Cell 32, Pequot Diversified Master Fund, Ltd., Pequot Healthcare Institutional Fund, L.P., North Sound Legacy Institutional Fund LLC, North Sound Legacy International Ltd., Technology Investment Capital Corp., Andrew D. Lipman and Jon Lauck (the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
TRUEYOU.COM, INC. 501 Merritt SevenNorwalk, CT 06851TRUEYOU.COM • July 17th, 2006 • Services-personal services
