SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at American Metro Center, 240 Princeton Avenue, 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 • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 2000 Lenox Drive, Suite 202, Lawrenceville, New Jersey 08648 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
FINANCING AGREEMENT The CIT Group/Commercial Services, Inc. (as Lender) and Ascendia Brands Co., Inc. (as Borrower) Dated: August 2, 2006Financing Agreement • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation, with an office located at 1211 Avenue of the Americas, New York, New York 10036 (“CIT”), is pleased to confirm the terms and conditions under which CIT shall make revolving loans and other financial accommodations to Ascendia Brands Co., Inc. (“Ascendia”) a corporation organized under and pursuant to the laws of the State of New Jersey (the “Company”), with a principal place of business located at 100 American Metro Boulevard, Suite 108, Hamilton, New Jersey 08619.
VOTING AGREEMENTVoting Agreement • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
VOTING AGREEMENT, dated as of July 31, 2006 (this “Agreement”), by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 2000 Lenox Drive, Suite 202, Lawrenceville, New Jersey 08648 (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).
