Exhibit 10.2
LETTER AMENDMENT NO.
1
Dated as of November 13,
2008
To Prides Capital Fund I, L.P.,
LLC
as purchaser (the
“ Purchaser ” or “ you
”)
under the Note and
Warrant Purchase
Agreement referred
to below
Ladies and Gentlemen:
We refer to the following
agreements, each dated as of May 30, 2008: (i) the Note
and Warrant Purchase Agreement (the “ Note and Warrant
Purchase Agreement ”) between eDiets.com, Inc. (“
us ”) and you; (ii) the Security Agreement (the
“ Security Agreement ”) among us, eDiets, Inc.
and Nutrio.com, Inc., as grantors, and you; (iii) the IP
Security Agreement (the “ IP Security Agreement
”) among us, eDiets, Inc. and Nutrio.com, Inc., as grantors,
and you; and (iv) the Subsidiary Guaranty (the “
Subsidiary Guaranty ”) from eDiets, Inc. and
Nutrio.com, Inc., as guarantors, in favor of you (the Note and
Warrant Purchase Agreement, the Security Agreement, the IP Security
Agreement and the Subsidiary Guaranty being referred to
collectively herein as the “ Transaction Documents
”). Capitalized terms not otherwise defined in this Letter
Amendment No. 1 have the same meanings as specified in the
Note and Warrant Purchase Agreement.
With respect to the note referenced
in each of the Transaction Documents to be executed and dated as of
June 30, 2008, the undersigned each acknowledge and agree that
such note will be executed and dated as of November, 13, 2008 and
each of the Transaction Documents is hereby amended by replacing
the date “June 30, 2008” with the date “November,
13, 2008” with respect to the date such note is to be
executed and dated.
The undersigned each acknowledge and
agree that Section 1.4 of the Note and Warrant Purchase
Agreement is hereby amended by replacing the date “June 30,
2008” with the date “November 13, 2008” beginning
in the fourth line of such Section.
Further, the undersigned each
acknowledge and agree that Section 1.5 of the Note and Warrant
Purchase Agreement is hereby deleted in its entirety and that
Section 2.2(c) of the Note and Warrant Purchase Agreement is
hereby amended by deleting the words “, minus the
amount of the Ticking Fee” from the second line of such
Section.
After
