REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...TRUEYOU.COM • May 11th, 2007 • Services-personal services • New York
TrueYou.com Inc., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, LAURUS MASTER FUND, LTD. (the “Purchaser”), or permitted assigns (together with the Purchaser, the “Holder”), is entitled, subject to the terms set forth below and the provisions of the Purchase Agreement and Warrant Side Letter (as such terms are defined below)), to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant, up to 29,276,583,452 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided in this warrant (as amended, modified, restated and/or supplemented from time to time, this “Warrant”).
LAURUS MASTER FUND, LTD. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands May 4, 2007TRUEYOU.COM • May 11th, 2007 • Services-personal services
Reference is made to (i) that certain Amended and Restated Securities Purchase Agreement, dated as of March 4, 2007 (as amended, modified, restated or supplemented from time to time, the “Purchase Agreement”), by and between TrueYou.com Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”); (ii) that certain Restricted Account Agreement, dated as of May 4, 2007 (as amended, modified, restated or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and TRUEYOU.COM INC. Dated: May 4, 2007Securities Purchase Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”) is made and entered into as of May 4, 2007, by and between TRUEYOU.COM INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
REAFFIRMATION, RATIFICATION AND AMENDMENT AGREEMENTReaffirmation, Ratification and Amendment Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
Reference is made to the (a) Securities Purchase Agreement, dated as of June 30, 2006, between TrueYou.com Inc., a Delaware corporation (the “Company”), in favor of Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) (as amended, modified or supplemented from time to time, the “Original SPA”), (b) the Subsidiary Guaranty, dated as of June 30, 2006 made by Klinger Advanced Aesthetics, Inc., a Delaware corporation (“KAA”), Advanced Aesthetics Sub, Inc. a Delaware corporation (“AAI”), Advanced Aesthetics, LLC, a Delaware limited liability company (“AAL”), Klinger Advanced Aesthetics, LLC, a Delaware limited liability company (“Klinger Advanced”), Anushka PBG, LLC, a Delaware limited liability company (“Anushka PBG”), Anushka Boca LLC, a Delaware limited liability company (“Anushka Boca”), Wild Hare, LLC, a Delaware limited liability company (“Wild Hare”), Dischino Corporation, a Florida corporation (“Dischino”), Anushka PBG Acquisition Sub, LLC, a Delaware limited liability comp
WAIVER AND CONSENTWaiver and Consent • May 11th, 2007 • TRUEYOU.COM • Services-personal services
This WAIVER AND CONSENT (this “Waiver”), dated as of May 7, 2007, is entered into by and between TRUEYOU.COM, INC.. (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending and amending and restating and waiving certain terms of the Amended and Restated Securities Purchase Agreement dated May 4, 2007 (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), that certain Master Security Agreement by and among the Company, Klinger Advanced Aesthetics, Inc. (“KAA”), Advanced Aesthetic Sub, Inc. (“AA Sub”), Advanced Aesthetic, LLC (“AA”), Klinger Advanced Aesthetics, LLC (“Klinger LLC”), Anushka PBG, LLC (“Anushka PBG”), Anushka Boca, LLC (“Anushka Boca”), Wild Hare, LLC (“WHLLC”), Dischino Corporation (“Dischino”), Anushka PBG Acquisition Sub, LLC (“Anushka PBG Acquisition”), Anushka Boca Acquisition Sub, LLC (“Anushka Boca Acquisition”) Wild Hare LLC (“Wild Hare”) and Wild Hare Acquisition Sub, LL
AMENDED AND RESTATED FUNDS ESCROW AGREEMENTFunds Escrow Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
This Amended and Restated Funds Escrow Agreement (this “Agreement”) is dated as of the 4th day of May 2007 among TRUEYOU.COM, INC., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
Re: Consulting and Services Agreement between Advanced Aesthetics, Inc. and Johns Hopkins Medicine dated November 23, 2003 and as amended by the First Amendment dated March 23, 2005 (collectively the “Consulting Agreement”); License and Management...Consulting Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services
This letter merely sets forth the financial agreements between the parties and it is understood that further detailed legal agreements will be executed between the parties. If the above meets with your understanding please return a countersigned agreement to my attention.
TrueYou.Com Inc. 501 Merritt 7, 5thFloor Norwalk; Connecticut 06851TRUEYOU.COM • May 11th, 2007 • Services-personal services
Reference is made to that certain Amended and Restated Securities Purchase Agreement by and between Laurus Master Fund Ltd. (“Laurus”) and TrueYou.com Inc. (“TrueYou”), dated as of the date hereof (the “SPA”) and the Related Agreements (as such term is defined in the SPA). Concurrently therewith, we are issuing warrants (the “Warrants”) to purchase the Common Stock of TrueYou. Terms not otherwise defined herein shall have the meanings ascribed thereto in the SPA.
ContractTRUEYOU.COM • May 11th, 2007 • Services-personal services
This agreement does not include access to any company benefit programs. Either party may terminate this agreement at anytime without liability, including severance, or obligation other than salary earned but not paid at the date of termination.
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • May 11th, 2007 • TRUEYOU.COM • Services-personal services • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 4th day of May, 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), TRUEYOU.COM INC., a Delaware corporation with offices at Building No. 501, Fifth Floor, 7 Corporate Park, Norwalk, Connecticut 06851 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
