REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2010, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 18th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
This SECURITY AGREEMENT, dated as of February 17, 2010 (this “Agreement”), is among NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Original Issue Discount Convertible Notes due 15 months following their issuance (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SERIES C COMMON STOCK PURCHASE WARRANT NXT NUTRITIONALS HOLDINGS, INC.NXT Nutritionals Holdings, Inc. • February 18th, 2010 • Sugar & confectionery products
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 18th, 2010 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products • New York
SUBSIDIARY GUARANTEE, dated as of February 17, 2010 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NXT Nutritionals Holdings, Inc., a Delaware corporation (the “Company”) and the Purchasers.
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE MAY 17, 2011NXT Nutritionals Holdings, Inc. • February 18th, 2010 • Sugar & confectionery products • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Notes of NXT Nutritionals Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 56 Jackson Street, Holyoke, MA 01040, designated as its Original Issue Discount Senior Secured Convertible Note due May 17, 2011 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
