SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • June 29th, 2009 • Ediets Com Inc • Services-personal services • Delaware
WAIVER LETTER NO. 1 Dated as of June 23, 2009Ediets Com Inc • June 29th, 2009 • Services-personal services
We refer to the following agreements: (i) the Note and Warrant Purchase Agreement dated as of August 31, 2007 between eDiets.com, Inc. (the “Company”) and the Purchaser (the “August 2007 Note and Warrant Purchase Agreement”); (ii) the Note and Warrant Purchase Agreement dated as of May 30, 2008 between the Company and the Purchaser (the “May 2008 Note and Warrant Purchase Agreement” and together with the August 2007 Note and Warrant Purchase Agreement, the “Note and Warrant Purchase Agreements”); and (iii) the Senior Secured Note dated as of November 13, 2008 (the “Note”) in the original principal amount of $2,550,000 issued by the Company to the Purchaser (the Note and Warrant Purchase Agreements and the Note being referred to collectively herein as the “Purchase Documents”). Capitalized terms not otherwise defined in this Waiver Letter No. 1 have the same meanings as specified in the May 2008 Note and Warrant Purchase Agreement.
AGREEMENT TO AMEND WARRANTSAgreement to Amend • June 29th, 2009 • Ediets Com Inc • Services-personal services • Delaware
THIS AGREEMENT TO AMEND WARRANTS (the “Agreement”) is made and entered into as of June 23, 2009, by and between EDIETS.COM, INC., a Delaware corporation (the “Company”), and PRIDES CAPITAL FUND I, L.P., a Massachusetts limited partnership (the “Warrant Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2009 • Ediets Com Inc • Services-personal services • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of June 23, 2009, among eDiets.com, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s common stock listed on Exhibit A attached hereto and incorporated herein by reference (each an “Investor” and collectively the “Investors”), and Prides Capital Fund I, L.P. (“Prides”). The Investors and Prides are sometimes referred to herein individually as a “Holder” and collectively as the “Holders.”
