REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and between the Purchaser, the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.
ContractHouse of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • 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 AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and HOUSE OF BRUSSELS CHOCOLATES INC. Dated: March 29, 2005Securities Purchase Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2005, by and between HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
ContractHouse of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GUARANTYHouse of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of House of Brussels Chocolates Inc., a Nevada corporation or any other Eligible U.S. Subsidiary (as defined in the Security Agreement referred to below) (collectively, the “Debtor”), 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, make such loans or 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”) irrevocably and unconditionally guarantees to Laurus, its successors, endorsees and assigns the pro
HOUSE OF BRUSSELS CHOCOLATES INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
ContractHouse of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
This Share Pledge Agreement (this “Agreement”), dated as of March 29, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), House of Brussels Chocolates Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
