VOTING AGREEMENTVoting Agreement • May 16th, 2006 • Ediets Com Inc • Services-personal services • Delaware
VOTING AGREEMENT, dated as of May 15, 2006, between Prides Capital Fund I, L.P. (“Buyer”), a Delaware limited partnership, eDiets.com, Inc., a Delaware corporation (the “Company”) and David R. Humble (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2006 • Ediets Com Inc • Services-personal services • Delaware
Unless otherwise requested by the Investor as indicated in a certificate questionnaire substantially in the form of Exhibit B to the Terms and Conditions, certificates representing the Shares and Warrants purchased by the Investor, respectively, will be registered in the Investor’s name and address as set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2006 • Ediets Com Inc • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between eDiets.com, Inc., a Delaware corporation (the “Company”) and David R. Humble (the “Selling Stockholder”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement dated as of the date hereof by and between the Company and the Selling Stockholder (the “Purchase Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 16th, 2006 • Ediets Com Inc • Services-personal services • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 15, 2006 by and among eDIETS.COM, INC., a Delaware corporation (“Parent”), NUTRIO ACQUISITION CORP., a Delaware corporation (“Merger Sub”), NUTRIO.COM, INC., a Delaware corporation (the “Company”), SCOT HUNTER, as Stockholders’ Representative (on behalf of himself, the Company Stockholders and the Optionholders), and the stockholders of the Company named on the signature page hereto (the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2006 • Ediets Com Inc • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between eDiets.com, Inc., a Delaware corporation (the “Company”) and Prides Capital Fund I, L.P. (“Holder”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement dated as of the date hereof by and between the Company and the Holder (the “Company Purchase Agreement”).
