REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2011H & H Imports, Inc. • April 15th, 2011 • Services-motion picture & video tape production • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of H & H Imports, Inc., a Florida, (the “Company”), having its principal place of business at 14044 Icot Boulevard, Clearwater, Florida 33768, designated as its Convertible Debenture due December 1, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SERIES [A/B/C] COMMON STOCK PURCHASE WARRANTH & H Imports, Inc. • June 8th, 2011 • Services-motion picture & video tape production
THIS SERIES [A/B/C] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from H & H Imports, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANTAs Seen on TV, Inc. • September 25th, 2012 • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third (3rd) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to [________]1 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2011, between H & H Imports, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2011, between H & H Imports, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 5th, 2012 • As Seen on TV, Inc. • Services-motion picture & video tape production • Florida
This DIRECTOR AGREEMENT is dated March 27, 2012 (the “Agreement”) by and between AS SEEN ON TV, INC, a Florida corporation (the “Company”), and Randolph A. Pohlman, an individual with an address of H. Wayne Huizenga School of Business & Entrepreneurship, Nova Southwestern University, Carl DeSantis Building, 3301 College Avenue, Fort Lauderdale, Florida 33314 (the “Director”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 25th, 2012 • As Seen on TV, Inc. • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, National Securities Corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third (3rd) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to [ ]1 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AS SEEN ON TV, INC.Common Stock Purchase Warrant • January 4th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, National Securities Corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 27th, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail
This Amended and Restated Executive Employment Agreement (the "Agreement"), by and among As Seen On TV, Inc., a Florida corporation ("Company") and Mark Ethier ("Employee"), is hereby entered into as of August 20, 2014, with effect from July 1, 2014 (the “Effective Date”), and amends and restates in its entirety the Executive Employment Agreement between Company and Employee dated as of July 1, 2014.
SECURITY AGREEMENTSecurity Agreement • September 25th, 2012 • As Seen on TV, Inc. • Services-motion picture & video tape production • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of September 7, 2012, is made by and between As Seen on TV, Inc., a Florida corporation (“ASTV”), TV Goods Holding Corporation, a Florida corporation and ASTV’s wholly-owned subsidiary (“TVG Holding”), TV Goods, Inc., a Florida corporation and TVG Holdings wholly-owned subsidiary (“TVG”), and Tru Hair, Inc. a Florida corporation and ASTV’s wholly-owned subsidiary (“Tru Hair”), (“ASTV”, “TVG,” “TVG Holding” and “Tru Hair”, as the context dictates, collectively, the “Grantor”), Collateral Agents, LLC, a New York limited liability company, in its capacity as collateral agent (the “Collateral Agent”) for the benefit of the holders (the “Noteholders”) of certain notes described below in the aggregate principal amount of up to $1,500,000, to be issued by ASTV from time to time on and after the date hereof, and each of the Noteholders their endorsees, transferees and assigns all upon terms set forth in that certain Securities Purchase Agree
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 1st, 2016 • As Seen on TV, Inc. • Retail-miscellaneous retail
This Executive Employment Agreement (the “Agreement”), by and among Infusion Brands International, Inc., a Nevada corporation (“Company”) and Shad Stastney (“Employee”), is hereby entered into as of August 1, 2013.
INFOMERCIAL PRODUCTION AND BRAND LICENSE AGREEMENTInfomercial Production and Brand License Agreement • August 17th, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production • New York
AGREEMENT dated as of this 13th day of October, 2010 (“Agreement”) by and among TV Goods, Inc., a Florida, corporation with its principal place of business at 14044 Icot Blvd, Clearwater FL 33760 (“TVG”), Sleek Audio, LLC, a Florida limited liability company with its principal place of business at 600 Eighth Avenue West, Third Floor, Palmetto, Florida 34221 (“Sleek”), and G-Unit Brands, Inc., a New York corporation with a place of business c/o Greg Collins, Business Manager, 8 – 10 West 37th Street, 4th Floor, New York, New York 10018 (“G-Unit”). TVG, Sleek and G-Unit may also be referred to herein as the “Parties”.
Loan and Security AgreementLoan and Security Agreement • September 1st, 2016 • As Seen on TV, Inc. • Retail-miscellaneous retail • Texas
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into between DSCH Capital Partners, LLC, d/b/a Far West Capital, a Texas limited liability company (“Lender”), whose address is 4601 Spicewood Springs Rd., Building 2, Suite 200, Austin, Texas 78759, and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) Reference is made to that certain Escrow Agreement between Lender and Borrower of approximate date herewith, whereby the parties agree that the validity and effectiveness of this Agreement and any documents executed in connection herewith are conditioned upon and subject to the occurrence of certain conditions precedent (Closing Conditions) as defined in
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of November, 2012, by and between As Seen on TV, Inc., a Florida corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).
National Securities CorporationAs Seen on TV, Inc. • November 16th, 2012 • Services-motion picture & video tape production
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2011 • As Seen on TV, Inc. • Services-motion picture & video tape production • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 28th day of October, 2011, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Steven Rogai (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2010 • H & H Imports, Inc. • Retail-miscellaneous retail • Florida
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between TV Goods Holding Corporation, a Florida corporation (the “Company”), and the undersigned (the “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2010 • H & H Imports, Inc. • Retail-miscellaneous retail • Florida
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between H&H Imports, Inc, a Florida corporation (the “Company”), and the undersigned (the “Subscriber”).
AMENDMENT TO CONVERTIBLE DEBENTUREConvertible Debenture • August 31st, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production
This Amendment to Convertible Debenture (the “Amendment”) dated August 17, 2011, by and among H&H IMPORTS, INC., a Florida corporation (the “Company”) and OCTAGON CAPITAL PARTNERS (the “Lender”).
ASSET PURCHASE AND REVENUE SHARING AGREEMENTAsset Purchase and Revenue Sharing Agreement • August 27th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail • New York
THIS ASSET PURCHASE AND REVENUE SHARING AGREEMENT (the “Agreement”), dated as of August 23, 2013, is made by and between, Chefs Diet National Co., LLC, a Delaware limited liability company, (the “Buyer”) and eDiets.com, Inc., a Delaware corporation (the “Seller,” and together with the Buyer, the “Parties”).
AMENDMENT TO AGREEMENTAmendment to Agreement • March 14th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail
THIS AMENDMENT, dated as of the 8th day of March, 2013 (hereinafter the “Amendment”), is entered into by and between Kevin Harrington (hereinafter the “Service Provider”), and As Seen On TV, Inc., (hereinafter “ASTV”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 12th, 2011 • As Seen on TV, Inc. • Services-motion picture & video tape production • Florida
THIS AGREEMENT is made as of the 6th day of December, 2011 (the “Effective Date”), by and between TV Goods Inc., with its principal place of business located at 14044 Icot Blvd, Clearwater FL 33760, hereinafter referred to as (“TVG”) and Stratcon Partners, LLC, with hers/his/its home address or principal place of business located at 155 West 68th Street, #27E New York, NY 10023, hereinafter referred to as (“Contractor”).
AMENDMENT TO AGREEMENTAmendment to Agreement • March 14th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail
THIS AMENDMENT, dated as of the 8th day of March, 2013 (hereinafter the “Amendment”), is entered into by and between Kevin Harrington (hereinafter the “Service Provider”), and As Seen On TV, Inc., (hereinafter “ASTV”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 1st day of May, 2013, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Ronald C. Pruett, Jr. (the “Executive”).
BINDING LETTER AGREEMENTBinding Letter Agreement • June 3rd, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production • Florida
This Binding Letter Agreement (this “Agreement”) confirms the terms under which TV Goods, Inc., a Florida corporation (“TVG”), will acquire certain assets owned by Seen On TV, LLC, a Nevada limited liability company (“SOTV”) and/or Mary Beth Fasano, President of SOTV (“Fasano” and together with SOTV, “Seller”) including certain domain names, associated intellectual property, trademarks, trade names, and the phone number, 866 As Seen on TV, and related ancillary assets (collectively, the “Property”). This Agreement is intended to set forth the major terms of the acquisition of the Property. It is the intent of the parties hereto (the “Parties”) that this Agreement will be replaced by mutually agreed upon more comprehensive documents (the “Final Agreements”) that will incorporate the business terms agreed upon in this Agreement which are binding on the Parties, within the next thirty (30) days, or such extended time as agreed to by the Parties. Notwithstanding the foregoing, the Parties
TERMINATION AGREEMENTTermination Agreement • June 18th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail • Florida
THIS TERMINATION AGREEMENT (this “Agreement”), made and entered into this 13th day of June, 2013 (the “Execution Date”), by and between Presser Direct, LLC (“PRESSER”), a California limited liability company, on the one hand, and TVGoods, Inc. (“TVG”), a Florida corporation, on the other hand, shall read as follows:
ContractAs Seen on TV, Inc. • December 23rd, 2013 • Retail-miscellaneous retail • Florida
THIS MEMORANDUM OF UNDERSTANDING (“MOU”), EXECUTED BY INFUSION BRANDS INTERNATIONAL, INC. (“INFUSION”) AND AS SEEN ON TV, INC. (“ASTV”), REPRESENTS AN OUTLINE OF THE POSSIBLE BASIS ON WHICH INFUSION AND ASTV COULD MERGE OPERATIONS, THROUGH ONE OR MORE POTENTIAL STRUCTURES (THE “MERGER”). THE MEMORANDUM ALSO EXPLORES THE POSSIBILITY THAT RONCO HOLDINGS, INC. (“RHI”) MAY HAVE BEEN PRIOR TO, OR MAY BE SIMULTANEOUSLY WITH THIS MERGER, CONSOLIDATED WITH AND INTO INFUSION OR THE COMBINED ENTITY, AS APPLICABLE. EXCEPT AS SET FORTH HEREIN, THIS MOU IS FOR DISCUSSION PURPOSES ONLY, AND DOES NOT CONSTITUTE AN OFFER, AGREEMENT OR COMMITMENT. IT IS NOT EXHAUSTIVE AS TO ALL TERMS AND CONDITIONS WHICH WOULD GOVERN ANY PROPOSED TRANSACTION. THE ACTUAL TERMS AND CONDITIONS OF ANY TRANSACTION ARE SUBJECT TO THE NEGOTIATION OF DEFINITIVE AGREEMENTS, SATISFACTORY REVIEW OF DOCUMENTATION AND SUCH OTHER TERMS AND CONDITIONS AS ARE DETERMINED BY THE PARTIES.
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”).
SERVICES AGREEMENTServices Agreement • November 3rd, 2011 • As Seen on TV, Inc. • Services-motion picture & video tape production • Florida
THIS SERVICES AGREEMENT (the “Agreement”) entered into as of the 28th day of October, 2011, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Kevin Harrington (the “Service Provider”).
FORM OF WARRANTAs Seen on TV, Inc. • January 4th, 2013 • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to November 14, 2015 (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to [________]1 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • June 4th, 2010 • H & H Imports, Inc. • Leather & leather products • Florida
AGREEMENT dated as of April 30, 2010 (the “Effective Date”) by and between TV Goods Holding Corporation, a Florida corporation (“Employer” or the “Company”), and Harrington Business Development, Inc., a Florida company (“HBD”) f/s/o Kevin Harrington (“KH”).
SECOND AMENDMENT TO SERVICES AGREEMENTSecond Amendment • May 24th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail
This Second Amendment (the “Second Amendment”) dated as of May 21, 2013 (the “Amendment Effective Date”) amends the Services Agreement dated as of October 28, 2011 and all amendments thereto (the “Agreement”) by and between As Seen On TV, Inc., a Florida corporation (the “Company”) and Kevin Harrington (the “Service Provider”). All capitalized terms used in this Amendment and not defined herein shall have the same meanings as given to them in the Agreement.
WARRANT TO PURCHASE ______ SHARES OF AS SEEN ON TV, Inc. COMMON STOCK, PAR VALUE $0.0001 PER SHAREAs Seen on TV, Inc. • July 5th, 2012 • Services-motion picture & video tape production • Florida
For VALUE RECEIVED, ____________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from As Seen On TV, Inc., (the “Company”), from and after the date of this Warrant and at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $___ (the exercise price in effect being herein called the “Warrant Price”), _______ (XX,XXX) shares (“Warrant Shares”) of As Seen On TV, Inc. Common Stock, par value $0.0001 per share (“Common Stock”).
Asset Purchase AgreementAsset Purchase Agreement • November 3rd, 2014 • As Seen on TV, Inc. • Retail-miscellaneous retail • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made on October 28, 2014 among As Seen on TV, Inc., a Florida corporation, with its principal place of business at 14044 Icot Blvd., Clearwater, Florida (“ASTV”), TV Goods, Inc., a Florida corporation, within its principal place of business at 14044 Icot Blvd., Clearwater, Florida (“TV Goods” and, together with ASTV, the “Sellers” and each a “Seller”), and Telebrands Corp., a New Jersey corporation, with its principal place of business at 79 Two Bridges Road, Fairfield, NJ 07004 (the “Buyer”).
