SECURITY AGREEMENTSecurity Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of ____________, 201_ by Skinny Nutritional Corp., a Nevada corporation (the “Company”) and the holders of the Company’s up to $2,500,000 of the Company’s Convertible Senior Subordinated Secured Notes (the “Notes”) issued from time to time under the Subscription Agreement (defined below) (each, a “Secured Party” and together, the “Secured Parties”). This Agreement is being executed and delivered by the Company and the Secured Parties in connection with that certain Subscription Agreement, dated as of November 4, 2011 (the “Subscription Agreement”), by and among the Company and the Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement.
CONFIDENTIAL SUBSCRIPTION AGREEMENT SKINNY NUTRITIONAL CORP. Private Sale of up to $2,500,000 of Units of Securities Each Unit Consisting of One (1) Convertible Senior Subordinated Secured Note in the Principal Amount of $25,000 and One (1) Series A...Confidential Subscription Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania
THIS SUBSCRIPTION AGREEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING SKINNY NUTRITIONAL CORP. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Skinny Nutritional Corp. • April 16th, 2012 • Wholesale-groceries, general line
For good and valuable consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), __________________________ (the “Holder”), is hereby granted the right to purchase, at any time from the date that this Series A Common Stock Purchase Warrant (the “Warrant”) is issued until 5:00 P.M., New York City time, on March 1, 2017 (the “Warrant Exercise Term”), up to _________________ fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This Warrant is one of a series of warrants issued by the Company pursuant to that certain Subscription Agreement between the Company, the original Holder of this Warrant and other purchasers signatory thereto, dated as of the date first set forth above (the “Subscription Agreement”) in accordance with the terms and conditions of such Subscription Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings set f
ContractSkinny Nutritional Corp. • April 16th, 2012 • Wholesale-groceries, general line • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
PRODUCT MANUFACTURING AND LICENSE AGREEMENTProduct Manufacturing and License Agreement • April 16th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Florida
This Product Manufacturing and License Agreement (the “Agreement”) is entered into as of this 31 day of January, 2012 (the “Effective Date”) by and between Skinny Nutritional Corp., a Nevada corporation with principal offices at 3 Bala Plaza East, Bala Cynwyd, Pennsylvania 19004 (“Skinny”) and Cliffstar LLC, a Delaware limited liability company, with principal place of business located at 5519 W. Idlewild Ave., Tampa, Florida 33634 and its parent corporation and affiliates (“Manufacturer”).
