SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2007 • Ascendia Brands, Inc. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • January 3rd, 2007 • Ascendia Brands, Inc. • Communications services, nec • New York
AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”), dated as of December 27, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), Prencen Lending LLC, a Delaware limited liability company (the “Debt Investor”) and Prencen LLC, a Delaware limited liability company (the “Equity Investor”, and collectively with the Debt Investor, the “Investors”). Capitalized terms not defined herein shall have the meaning as set forth in the Amended Securities Purchase Agreement (as defined below).
AMENDMENT AGREEMENTAmendment Agreement • January 3rd, 2007 • Ascendia Brands, Inc. • Communications services, nec • New York
AMENDMENT AGREEMENT (the “Agreement”), dated as of December 30, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), Prencen Lending LLC, a Delaware limited liability company (the “Debt Investor”) and Prencen LLC, a Delaware limited liability company (the “Equity Investor”, and collectively with the Debt Investor, the “Investors”). Capitalized terms not defined herein shall have the meaning as set forth in the Amended Securities Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • January 3rd, 2007 • Ascendia Brands, Inc. • Communications services, nec • New York
AMENDMENT NO. 1, dated as of December 29, 2006 (the “ Agreement”), to the Amendment and Exchange Agreement (the “Common Exchange Agreement”, as amended hereby, the “Amended Common Exchange Agreement”), dated as of December 27, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), Prencen Lending LLC, a Delaware limited liability company (the “Debt Investor”) and Prencen LLC, a Delaware limited liability company (the “Equity Investor”, and collectively with the Debt Investor, the “Investors”). Capitalized terms not defined herein shall have the meaning as set forth in the Common Exchange Agreement.
