VOTING AGREEMENTVoting Agreement • May 23rd, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2006 • Ediets Com Inc • Services-personal services • Delaware
that the Additional Per Share Purchase Price, if any, shall be payable only if the Public Disclosure is made on or prior to the six month anniversary of the First Closing. For the avoidance of doubt, the transaction giving rise to the Public Disclosure need not be the transaction which upon consummation thereof constitutes the Triggering Event.
Edwards Angell Palmer & Dodge LLP Stationery]Escrow Agreement • May 23rd, 2006 • Ediets Com Inc • Services-personal services • Delaware
In connection with the Securities Purchase Agreement (“Purchase Agreement”) between Prides Capital Fund I, L.P. (“Buyer”) and David R. Humble (“Seller”), dated as of May 15, 2006, for the convenience of Buyer and Seller, Edwards Angell Palmer & Dodge LLP hereby agrees to serve as escrow agent (the “Escrow Agent”) and hold Twenty One Million Six Hundred Fifty Thousand Thirty Six Dollars and Eighty Cents ($21,650,036.80) (the “Escrow Funds”) delivered on this date by Buyer (by wire transfer of immediately available funds to the Escrow Agent’s account) and Four Million Two Hundred Eighty Seven Thousand One Hundred Thirty Six (4,287,136) shares of the common stock (“Escrow Shares”) of eDiets.com, Inc. (“eDiets”), endorsed in blank and delivered on this date by Seller, in escrow, subject to and to be distributed pursuant to the terms of this escrow agreement (this “Agreement”). The Escrow Funds and Escrow Shares are sometimes hereinafter collectively referred to as the “Escrow Assets.” Capi
