AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among EOS INTERNATIONAL, INC. (formerly dreamlife, inc.) DL HOLDINGS I, LLC and WEICHERT ENTERPRISE LLC Dated: as of January 14, 2003Registration Rights Agreement • January 15th, 2003 • Eos International Inc • Services-educational services • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2003 (this “Agreement”), among Eos International, Inc. (formerly dreamlife, inc.), a Delaware corporation (the “Company”), DL Holdings I, LLC, a Delaware limited company (“DL Holdings”), and Weichert Enterprise LLC, a Delaware limited liability company (“Weichert”). WHEREAS, the Company has issued amended and restated warrants (the “Warrants”) to purchase an aggregate of 3,000,000 shares, par value $0.01 per share, of common stock of the Company to DL Holdings and Weichert; and WHEREAS, in connection with the original issuance of the Warrants, the Company agreed to grant registration rights and certain other rights with respect to the Warrants and the Registrable Securities (as hereinafter defined) as set forth in this Agreement. WHEREAS, the parties hereto wish to amend and restate the terms of the Registration Rights Agreement among them, dated as of December
ContractForm of Subscription Agreement • January 15th, 2003 • Eos International Inc • Services-educational services • New York
FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereof by and between Eos International, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), and the undersigned investor (together with its successors and permitted assigns, the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 9.1. RECITALS Subject to the terms and conditions of this Agreement, the Investor desires to subscribe for and purchase, and the Issuer desires to issue and sell to the Investor, certain shares of the Issuer’s common stock, par value $0.01 per share (the “Common Stock”). The Issuer is offering an aggregate of 15,000,000 shares of Common Stock in a private placement to the Investor and other investors at a purchase price of $0.50 per share and on the other terms and conditions contained in this Agreement (the “Offeri
January 14, 2003 Weichert Enterprise LLC 1625 State Route 10 Morris Plains, New Jersey 07950 Attn: Gerald C. Crotty, President DL Holdings I, LLC c/o Reservoir Capital 650 Madison Avenue New York, New York 10022 Attn: Marc A. Schwartz, Vice PresidentRegistration Rights Agreement • January 15th, 2003 • Eos International Inc • Services-educational services
Reference is made to (i) the Amended and Restated Registration Rights Agreement by and among Eos International, Inc. (the “Company”), DL Holdings I, LLC (“DL Holdings”), and Weichert Enterprise LLC (“Weichert”), dated as of January 14, 2003 (the “Registration Rights Agreement”), (ii) the Amended and Restated Common Stock Purchase Warrants to purchase an aggregate of 3,000,000 shares of common stock of the Company, dated as of January 14, 2003, issued by the Company to DL Holdings and Weichert (the “Warrants”), and (iii) the Secured $3,500,000 Bridge Loan Promissory Note, date as of December 14, 2001, as amended, issued by the Company to DL Holdings and the Secured $3,000,000 Bridge Loan Promissory Note, dated as of December 14, 2001, as amended, issued by the Company to Weichert Enterprises, LLC (together, the “Notes”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement. Notwithstanding the provisions of Section 3 of
ContractAgreement agreement • January 15th, 2003 • Eos International Inc • Services-educational services • New York
AGREEMENT AGREEMENT, dated as of January 14, 2003 (this “Agreement”), among Eos International, Inc., a Delaware corporation (the “Corporation”), DL Holdings I, LLC, a Delaware limited company (“DL Holdings”), and Weichert Enterprise LLC, a Delaware limited liability company (“Weichert”). WHEREAS, prior to the execution of this Agreement, DL Holdings and Weichert were the holders of (i) Secured Bridge Loan Promissory Notes, dated December 14, 2001 as amended, (the “Notes”), in the aggregate principal amount of $6,500,000 issued by the Corporation and (ii) common stock purchase warrants, dated December 14, 2001, as amended, with respect to 2,600,000 shares of common stock, par value $0.01 per share, of the Corporation (the “Old Warrants”); and WHEREAS, on the date hereof, the Corporation is paying $4,000,000 of the principal amount of the Notes from $7,500,000 of proceeds the Corporation is receiving from the sale of its capital stock to certain investors for cash (the “Issuance Proceeds
