0001193125-10-090122 Sample Contracts

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 22nd, 2010 • Prides Capital Partners, LLC • Services-personal services • Delaware

This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Prides Capital Fund I, L.P. (the “Debt Holder”).

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DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 22nd, 2010 • Prides Capital Partners, LLC • Services-personal services • Delaware

This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Kevin A. Richardson, II (the “Debt Holder”).

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 22nd, 2010 • Prides Capital Partners, LLC • Services-personal services

This Amendment No. 2 (the “Amendment No. 2”) is made as of April 5, 2010 to that certain Registration Rights Agreement (the “Agreement”) dated as of June 23, 2009, as amended by Amendment No. 1 thereto dated as of September 8, 2009, between eDiets.com, Inc., a Delaware corporation (the “Company”), the Investors named therein and Prides Capital Fund I, L.P. (“Prides”). Capitalized terms not otherwise defined in this Amendment No. 2 have the meanings provided in the Agreement.

SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENT
Securities Subscription and Purchase Agreement • April 22nd, 2010 • Prides Capital Partners, LLC • Services-personal services • Delaware
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