ContractEdgewater Foods International, Inc. • January 17th, 2007 • Fishing, hunting and trapping • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of January 16, 2007, by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of January 16, 2007 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • January 17th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of January 16, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series B Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • January 17th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 16, 2007, by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • January 17th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of January 16, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
