SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • July 2nd, 2009 • Prides Capital Partners, LLC • Services-personal services • Delaware
AGREEMENT TO AMEND WARRANTSWarrant Amendment Agreement • July 2nd, 2009 • Prides Capital Partners, LLC • Services-personal services • Delaware
THIS AGREEMENT TO AMEND WARRANTS (the “Agreement”) is made and entered into as of June 23, 2009, by and between EDIETS.COM, INC., a Delaware corporation (the “Company”), and PRIDES CAPITAL FUND I, L.P., a Massachusetts limited partnership (the “Warrant Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2009 • Prides Capital Partners, LLC • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of June 23, 2009, among eDiets.com, Inc., a Delaware corporation (the “ Company ”), the holders of shares of the Company’s common stock listed on Exhibit A attached hereto and incorporated herein by reference (each an “ Investor ” and collectively the “ Investors ”), and Prides Capital Fund I, L.P. (“ Prides ”). The Investors and Prides are sometimes referred to herein individually as a “ Holder ” and collectively as the “ Holders .”
WAIVER LETTER NO. 1 Dated as of June 23, 2009Waiver Letter • July 2nd, 2009 • Prides Capital Partners, LLC • Services-personal services
We refer to the following agreements: (i) the Note and Warrant Purchase Agreement dated as of August 31, 2007 between eDiets.com, Inc. (the “ Company ”) and the Purchaser (the “ August 2007 Note and Warrant Purchase Agreement ”); (ii) the Note and Warrant Purchase Agreement dated as of May 30, 2008 between the Company and the Purchaser (the “ May 2008 Note and Warrant Purchase Agreement ” and together with the August 2007 Note and Warrant Purchase Agreement, the “ Note and Warrant Purchase Agreements ”); and (iii) the Senior Secured Note dated as of November 13, 2008 (the “ Note ”) in the original principal amount of $2,550,000 issued by the Company to the Purchaser (the Note and Warrant Purchase Agreements and the Note being referred to collectively herein as the “ Purchase Documents ”). Capitalized terms not otherwise defined in this Waiver Letter No. 1 have the same meanings as specified in the May 2008 Note and Warrant Purchase Agreement.
