REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • 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”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 4th, 2007 • Ediets Com Inc • Services-personal services • New York
THIS AGREEMENT is made as of August 31, 2007 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 August 31, 2007 From The Grantors referred to herein as Grantors to PRIDES CAPITAL FUND I, L.P. as PurchaserSecurity Agreement • September 4th, 2007 • Ediets Com Inc • Services-personal services • New York
THIS SECURITY AGREEMENT dated August 31, 2007 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 August 31, 2007 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 • September 4th, 2007 • Ediets Com Inc • Services-personal services • New York
THIS SUBSIDIARY GUARANTY dated as of August 31, 2007 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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2007 • Ediets Com Inc • Services-personal services • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated as of August 31, 2007 is made by the business entities listed on the signature pages hereof (collectively, the “Grantors”) in favor of Prides Capital Fund I, L.P., as lender (the “Purchaser”).
