SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENTSecurities Subscription and Purchase Agreement • September 11th, 2009 • Ediets Com Inc • Services-personal services • Delaware
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2009 • Ediets Com Inc • Services-personal services
This Amendment No. 1 (the “Amendment”) is made as of September 8, 2009 to that certain Registration Rights Agreement (the “Agreement”) dated 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 to the Agreement 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.”
WAIVER LETTER NO. 2Ediets Com Inc • September 11th, 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”); (iii) the Senior Secured Note dated as of May 30, 2008 (the “May 2008 Note”) in the original principal amount of $2,595,000 issued by the Company to the Purchaser; and (iv) the Senior Secured Note dated as of November 13, 2008 (the “November 2008 Note” and together with the May 2008 Note, the “Notes”) in the original principal amount of $2,550,000 issued by the Company to the Purchaser (the Note and Warrant Purchase Agreements and the Notes being referred to collectively herein as the “Purchas
