PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • New York
eDiets.com, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through Roth Capital Partners, LLC (“Roth”), up to an aggregate of 5,275,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to certain investors (each an “Investor” and, collectively, the “Investors”). The Shares are sometimes referred to herein as the “Securities.”
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • Delaware
This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Prides Capital Fund I, L.P. (the “Debt Holder”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • Delaware
This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Kevin A. Richardson, II (the “Debt Holder”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services
This Amendment No. 2 (the “Amendment No. 2”) is made as of April 5, 2010 to that certain Registration Rights Agreement (the “Agreement”) dated as of June 23, 2009, as amended by Amendment No. 1 thereto dated as of September 8, 2009, between eDiets.com, Inc., a Delaware corporation (the “Company”), the Investors named therein and Prides Capital Fund I, L.P. (“Prides”). Capitalized terms not otherwise defined in this Amendment No. 2 have the meanings provided in the Agreement.
SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • New York
This subscription agreement (this “Subscription Agreement”) is dated April 5, 2010, by and between the investor identified on the signature page hereto (“Investor”), and eDiets.com, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • April 6th, 2010 • Ediets Com Inc • Services-personal services • Delaware
Each undersigned investor (each an “Investor,” collectively the “Investors”) hereby confirms his agreement with you as follows:
