SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2011, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and NXT Investment Partners, LLC, a Delaware limited liability company (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This SECURITY AGREEMENT, dated as of November 21, 2011 (this “Agreement”), is among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and NXT Investment Partners, LLC, a Delaware limited liability company, as the holder (the “Holder”) of the Company’s 13% Senior Secured Note due November 21, 2015 (the “Note”) and together, the Holder with its endorsees, transferees and assigns (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
SUBSIDIARY GUARANTEE, dated as of November 21, 2011 (this “Guarantee”), made by each of the corporate signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of NXT Investment Partners, LLC, a Delaware limited liability company (together with its permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser.
NXT NUTRITIONALS HOLDINGS, INC. Lock-Up Agreement November 21, 2011Lock-Up Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
The undersigned understands that NXT Investment Partners, LLC, a Delaware limited liability company (“NIP”) is concurrently entering into a Securities Purchase Agreement dated the date hereof (and certain other related transaction documents) pursuant to which NIP is agreeing to purchase from NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”) in a private securities offering (the “Offering”) of not less than $1,000,000 nor more than $1,500,000: (i) a Senior Secured Note; and (ii) shares of a newly issued series of Series A Convertible Preferred Stock.
