SECURITY AGREEMENTSecurity Agreement • April 8th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS SECURITY AGREEMENT (this "Agreement"), dated as of April 3, 2014, is made by and among AS SEEN ON TV, INC., a Florida corporation (“ASTV”), INFUSION BRANDS, INC., a Nevada corporation (“Infusion”), EDIETS.COM, INC., a Delaware corporation (“eDiets”), TV GOODS HOLDING CORPORATION, a Florida corporation (“TV Goods”), TRU HAIR, INC., a Florida corporation (“Tru Hair”), and RONCO FUNDING, LLC, a Delaware limited liability company (“RFL” and collectively with ASTV, Infusion, eDiets, TV Goods and Tru Hair, the “Debtors”, and individually as a “Debtor”), in favor of MIG7 INFUSION, LLC, a Florida limited liability company (the “Secured Party”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AS SEEN ON TV, INC., ASTV MERGER SUB, INC., INFUSION BRANDS INTERNATIONAL, INC. AND INFUSION BRANDS, INC. April 2, 2014Merger Agreement • April 8th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 2, 2014, by and among As Seen on TV, Inc., a Florida corporation (“Buyer”), ASTV Merger Sub, Inc., a Nevada corporation and a direct wholly owned subsidiary of Buyer (“Merger Sub”), Infusion Brands International, Inc., a Nevada corporation (“Parent”), and Infusion Brands, Inc., a Nevada corporation and a direct wholly owned subsidiary of Parent (the “Company”).
SENIOR NOTE PURCHASE AGREEMENTSenior Note Purchase Agreement • April 8th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS SENIOR NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of April 3, 2014, among AS SEEN ON TV, INC., a Florida corporation (“ASTV”), INFUSION BRANDS, INC., a Nevada corporation (“Infusion”), EDIETS.COM, INC., a Delaware corporation (“eDiets”), TV GOODS HOLDING CORPORATION, a Florida corporation (“TV Goods”), TRU HAIR, INC., a Florida corporation (“Tru Hair”), and RONCO FUNDING, LLC, a Delaware limited liability company (“RFL” and collectively with ASTV, Infusion, eDiets, TV Goods and Tru Hair, the “Credit Parties” and each individually, a “Credit Party”), and MIG7 INFUSION, LLC, a Florida limited liability company (the “Purchaser”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 8th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS INTERCREDITOR AGREEMENT (the “Agreement”) is entered into effective as of April 3, 2014, by and among VICIS CAPITAL MASTER FUND (“Vicis”), a sub-trust of Vicis Capital Master Series Trust, a unit trust organized and existing under the laws of the Cayman Islands, MIG7 INFUSION, LLC, a Florida limited liability company (“MIG7”) and AS SEEN ON TV, INC., a Florida corporation (“ASTV”), INFUSION BRANDS, INC., a Nevada corporation (“Infusion”), EDIETS.COM, INC., a Delaware corporation (“EDIETS”), TV GOODS HOLDING CORPORATION, a Florida corporation (“TV GOODS”), TRU HAIR, INC., a Florida corporation (“TRU HAIR”), AND RONCO FUNDING LLC, a Delaware limited liability company (“RFL” and collectively with ASTV, Infusion, eDiets, TV Goods and Tru Hair, the “Credit Parties” and each individually, a “Credit Party”). Vicis and MIG7 are sometimes each referred to herein as a “Lender” and jointly as the “Lenders.”
PLEDGE AGREEMENTPledge Agreement • April 8th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS PLEDGE AGREEMENT (the "Agreement") is made and entered into this 3rd day of April, 2014, by AS SEEN ON TV, INC., a Florida corporation (“Pledgor"), having an address of 14044 Icot Boulevard, Clearwater, Florida 33760, in favor of MIG7 INFUSION, LLC, a Florida limited liability company (“Lender”), having an address for the purposes hereof of 16311 Baycross Drive, Lakewood Ranch, Florida 34202.
