NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
THIS AGREEMENT is made as of May 30, 2008 by and between EDIETS.COM, INC., a Delaware corporation (the “Company”) and the entity listed on the signature page hereof as purchaser (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
SECURITY AGREEMENT Dated May 30, 2008 From The Grantors referred to herein as Grantors to PRIDES CAPITAL FUND I, L.P. as PurchaserSecurity Agreement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
THIS SECURITY AGREEMENT dated May 30, 2008 is made by eDiets.com, Inc., a Delaware corporation (the “Company”) and the other parties listed on the signature pages hereof (the Company and the parties so listed being, collectively, the “Grantors”), to Prides Capital Fund I, L.P., as purchaser (the “Purchaser”).
SUBSIDIARY GUARANTY Dated as of May 30, 2008 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of PRIDES CAPITAL FUND I, L.P.Subsidiary Guaranty • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
THIS SUBSIDIARY GUARANTY dated as of May 30, 2008 is made by the parties listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Prides Capital Fund I, L.P. (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2008 • 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”).
ContractEdiets Com Inc • June 4th, 2008 • Services-personal services • Delaware
AMENDMENT NO. 1 TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK dated as of May 30, 2008 (this “Amendment”) among eDiets.com, Inc., a Delaware Corporation (the “Company”) and Prides Capital Fund I, L.P. (the “Purchaser”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTIntellectual Property Security Agreement Supplement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated May 30, 2008, is made by the business entities listed on the signature page hereof (the “Grantor”) in favor of Prides Capital Fund I, L.P., as lender (the “Purchaser”).
Dated as of May 30, 2008 To Prides Capital Fund I, L.P., as purchaser (the “Purchaser”) under the Note and Warrant Purchase Agreement referred to belowLetter Waiver • June 4th, 2008 • Ediets Com Inc • Services-personal services
This Letter Waiver shall become effective as of the date first above written when, and only when, the Purchaser shall have received by 10:00 a.m. EST on May 30, 2008 (x) counterparts of this Letter Waiver executed by us and you and (y) the consent attached hereto executed by each of the Company’s domestic Subsidiaries.
