ESCROW AGREEMENTEscrow Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 29, 2008, 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).
SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 29, 2008 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries D Convertible Preferred Stock Purchase Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 29, 2008 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series D Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
INVESTOR LOCK-UP AGREEMENTInvestor Lock-Up Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of May 29, 2008 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").
MANAGEMENT LOCK-UP AGREEMENTManagement Lock-Up Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of May 29, 2008 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").
EXCHANGE AGREEMENTExchange Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This Exchange Agreement (this “Agreement”) is dated as of May 29, 2008, by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the holders of certain warrants issued by the Company whose signatures appear on the signature page attached hereto (individually, a “Holder” and collectively, the “Holders”).
