SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 15, 2008, by and among Ascendia Brands, Inc., a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 15, 2008, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
ASSIGNMENT AGREEMENTAssignment Agreement • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations
This Assignment Agreement (the "Assignment Agreement") dated as of January 15, 2008, by and between Prencen Lending LLC, a Delaware limited liability company (the "Assignor") and Prencen LLC, a Delaware limited liability company (the "Assignee").
WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTESecurities Purchase Agreement and Note • January 18th, 2008 • Prentice Capital Management, LP • Perfumes, cosmetics & other toilet preparations
THIS WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTE (“Waiver and Consent”), dated as of January 15, 2008, is entered into by and among Ascendia Brands, Inc. (the “Company”), Prencen LLC ("Prencen") and Prencen Lending LLC (the “Lender” and together with Prencen, the "Prencen Entities").
PRENTICE CAPITAL MANAGEMENT, LP 623 Fifth Avenue, 32nd Floor New York, New York 10022 February 9, 2007Prentice Capital Management, LP • January 18th, 2008 • Perfumes, cosmetics & other toilet preparations
This letter confirms our agreement regarding (i) your “tag-along” rights with respect to the stock options that you will be granted under the Ascendia Brands 2007 Stock Incentive Plan (the “Option”) and (ii) Prencen Lending’s guarantee of the payment of the “Special Bonus” as described in Section 3(e) of the employment agreement between you and Ascendia Brands, Inc. (the “Company”) dated February 9, 2007 (the “Employment Agreement”). This letter is given by us as an inducement to your entering into your Employment Agreement pursuant to which you are being issued the Option discussed below.
January 16, 2008Prentice Capital Management, LP • January 18th, 2008 • Perfumes, cosmetics & other toilet preparations • New York
Reference is hereby made to that certain (i) Employment Agreement, dated as of February 9, 2007 (the “Employment Agreement”), by and between Steven Scheyer (the “Executive”) and Ascendia Brands, Inc. (the “Company”) pursuant to which, among other things, the Company was obligated to pay the Executive a cash bonus in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Special Bonus”) on January 1, 2008 and (ii) letter agreement, dated as of February 9, 2007, by and among Prentice Capital Management, LP, Prencen Lending LLC (“Prencen Lending”) and the Executive pursuant to which, among other things, Prencen Lending guaranteed payment of the Special Bonus to the Executive (the “Guaranty”).
