Form of Warrant



 Exhibit 10.53 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT OR THE ISSUER HAS RECEIVED AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. 

eDiets.com, Inc. 
 Warrant for the Purchase of Shares of 
 Common Stock 

February     , 2011 
 FOR VALUE RECEIVED, eDiets.com, Inc., a Delaware corporation (the “Company”), hereby certifies that
                        , or assigns, is entitled to purchase from the Company, at any time or from time to time
commencing on the date hereof (the “Initial Exercise Date”) and expiring at 5:00 P.M., New York City time, on February     , 2014 (the “Expiration Date”),
                 fully paid and non-assessable shares of Common Stock (as the same may be adjusted as provided herein, the “Warrant Shares”) for
a per share exercise price of $0.3535 (as the same may be adjusted as provided herein, the “Per Share Warrant Price”). The number of Warrant Shares issuable upon exercise of this Warrant and the Per Share Warrant Price are subject
to adjustment as hereinafter provided. Capitalized terms used and not otherwise defined in this Warrant shall have the meanings specified in Section 8, unless the context otherwise requires. 

 

	 	1.	Exercise of Warrant. 

 (a)
This Warrant may be exercised, in whole at any time or in part from time to time, commencing on the Initial Exercise Date and expiring at 5:00 P.M., New York City time, on the Expiration Date by delivering to the Company at the address set forth in
Section 9 hereof, (i) this Warrant, (ii) a written notice, in substantially the form of the Exercise Notice attached hereto (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and
(iii) an amount of cash (or other Permitted Consideration) equal to the Per Share Warrant Price 

  
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multiplied by the number of Warrant Shares to which such exercise relates. At the election of the Holder, this Warrant may be exercised on a “net exercise” basis, and without the
payment by the Holder of any additional consideration, by having the Company retain that number of shares of Common Stock issuable to the Holder upon such exercise with a fair value equal to the aggregate Per Share Warrant Price of the Warrant
Shares subject to such exercise (determined by reference to the closing sales price of the Common Stock on the date of the Exercise Notice). 
 (b) If this Warrant is exercised in part, the Company will deliver to the Holder within three Trading Days after the date such Holder delivers to the Company this Warrant and an Exercise Notice, together
with the payment of the aggregate Per Share Warrant Price for such exercise, a new Warrant covering the Warrant Shares that have not been exercised. By the expiration of the third Trading Day following the Holder’s delivery of a Warrant,
together with an Exercise Notice and the payment of the aggregate Per Share Warrant Price for such exercise, the Company shall (i) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the
Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in an amount equal to the fair value of
such fractional share (determined by reference to the closing sales price of the Common Stock on the date of the Exercise Notice), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 
 (c) If, by the
third Trading Day after the date that the Holder delivers to the Company this Warrant, an Exercise Notice, together with the payment of the aggregate Per Share Warrant Price for such exercise, the Company fails to deliver the required number of
Warrant Shares in the manner required pursuant to Section 1(b), then the Holder will have the right to rescind such exercise. 
 (d) If, by the third Trading Day after the date that the Holder delivers to the Company this Warrant, an Exercise Notice, together with the payment of the aggregate Per Share Warrant Price for such
exercise, the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(b), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall
(1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock at the time of the obligation giving rise to such purchase
obligation and (2) at the option of the 

  
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Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. 

2. Certain Adjustments. The Per Share Warrant Price and number of Warrant Shares issuable upon exercise of this Warrant are
subject to adjustment from time to time as set forth in this Section 2. 
 (a) If the Company, at any time while this
Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a
larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case (x) the Per Share Warrant Price shall be multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event and (y) the number of shares of Common Stock subject
to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase upon exercise in full of this Warrant immediately before such event
by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. 
 (b) If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another person, (2) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company effects any liquidation, dissolution, reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then thereafter this Warrant shall represent the right to receive, for the same aggregate exercise price and in lieu
of the Warrant Shares, upon exercise of this Warrant, the same amount and kind of securities, cash or property as the holder of this Warrant would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been
exercised immediately prior to such Fundamental Transaction (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Per Share Warrant Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common 

  
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Stock in such Fundamental Transaction, and the Company shall apportion the Per Share Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the
Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder’s option and request, any successor to the Company or surviving entity (and, if an entity different from the successor
or surviving entity, the entity whose capital stock or assets the Holders of Common Stock are entitled to receive as a result of such Fundamental Transaction) in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant
substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Per Share Warrant Price upon exercise thereof, or
(2) purchase the Warrant from the Holder for a purchase price, payable in cash within five trading days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining
unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity (and, if an entity different
from the successor or surviving entity, the entity whose capital stock or assets the Holders of Common Stock are entitled to receive as a result of such Fundamental Transaction) to comply with the provisions of this paragraph (b) and insuring
that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. 
 (c) If, at any time while this Warrant is outstanding, the Company shall issue additional shares of Common Stock for consideration per share less than the then current market price (determined (a) in
the event that the Common Stock is publicly listed, by reference to the closing sales price of the Common Stock on the date of such issue or (b) in the event that the Common Stock is not publicly listed, by reference to the then current market
value of each share of Common Stock as determined by the Board of Directors of the Company in good faith; provided, however, that in the event of a sale, merger, liquidation, dissolution or winding up of the Company (each, a “Liquidity
Event”), current market price means the amount per share payable to the holders of the Common Stock upon the consummation of such Liquidity Event), then the Per Share Warrant Price of the Warrant Shares shall be reduced, concurrently with
such issue, to a price (calculated to the nearest cent) determined by multiplying such Per Share Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the
number of shares which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at the then current fair market price, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued; provided, however, that no adjustment under this Section 2(c) shall operate to reduce the Per
Share Warrant Price of the Warrant Shares to a price that is less than $0.34 per share, representing the closing bid price for one share of the Common Stock on February 4, 2011. Notwithstanding the foregoing, no adjustment to the Per Share
Warrant Price shall be required under this Section 2(c): (i) in connection with the issuance of shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options,
warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the 

  
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like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock
purchase, stock option or employee benefit plans or other arrangements that are approved by the board of directors of the Company; (ii) in connection with a bona fide firm commitment underwritten public offering with a nationally recognized
underwriter which generates gross proceeds to the Company in excess of $15 million; (iii) upon conversion of any options, warrants or other rights to acquire shares of Common Stock that are outstanding on the day immediately preceding the date
hereof; provided, however, that the terms of such options, warrants or rights are not amended, modified or changed on or after the date hereof; or (iv) in connection with shares of Common Stock issued as consideration for the acquisition of
another company or business in which the shareholders of the Company do not have a majority ownership interest, which acquisition has been approved by the board of directors of the Company, provided that after giving effect to such
acquisition the Company is the surviving entity. 
 (d) All calculations under this Section 2 shall be
made to the nearest cent or the nearest 1 /100th of a
share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company. 
 (e) Upon the occurrence of each adjustment pursuant to this Section 2, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted Per Share Warrant Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. The Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent. 

(f) The Company will not, by amendment of its Certificate of Incorporation or by-laws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of or otherwise alter any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the registered Holder of this Warrant against impairment. 

3. Fully Paid Stock; Taxes. The Company agrees that the shares of Common Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant shall at the time of such delivery, be duly authorized, validly issued and outstanding, fully paid and nonassessable, and not subject to liens, preemptive rights or rights of first refusal,
and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price. The Company further covenants
and agrees that it will pay, when due and payable, any and all Federal and state stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof to the extent required because of
the issuance by the Company of such security. 

  
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 4. Registration Under Securities Act. 

(a) The Holder shall, with respect to the Warrant Shares, have the registration rights set forth in the Registration Rights Agreement. By
acceptance of this Warrant, the Holder agrees to comply with the provisions of the Registration Rights Agreement. 
 (b) Until
the later of (i) such time as the Holder shall be eligible to resell all of its Warrant Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (assuming Holder is not an “affiliate” of the
Company, as defined in Rule 144), as evidenced by a legal opinion to such effect delivered by the Company’s counsel and acceptable to each of the Company’s transfer agent and the Holder, or (ii) the date on which all Warrant Shares
have been sold under a Registration Statement or pursuant to Rule 144 (“Rule 144”) as promulgated under the Securities Act, the Company shall use its reasonable best efforts to file with the Securities and Exchange Commission all
current reports and the information as may be necessary to enable the Holder to effect sales of the Warrant Shares in reliance upon Rule 144 promulgated under the Securities Act. 

5. Investment Intent; Restrictions on Transferability. 
 (a) The Holder represents, by accepting this Warrant, that the Holder understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered for sale under
Federal or state securities laws and are being offered and sold to the Holder pursuant to one or more exemptions from the registration requirements of such securities laws. Certificates representing Warrant Shares may bear the restrictive legend set
forth on the first page hereof. The Holder understands that the Holder must bear the economic risk of such Holder’s investment in this Warrant and any Warrant Shares or other securities obtainable upon exercise of this Warrant for an indefinite
period of time, as this Warrant and such Warrant shares or other securities have not been registered under Federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws, or an exemption from such
registration is available. 
 (b) The Holder, by such Holder’s acceptance of this Warrant, represents to the Company that
such Holder is acquiring this Warrant and will acquire any Warrant Shares or other securities obtainable upon exercise of this Warrant for such Holder’s own account for investment and not with a view to, or for sale in connection with, any
distribution thereof in violation of the Securities Act. The Holder agrees that this Warrant and any such Warrant Shares or other securities will not be sold or otherwise transferred unless (i) a registration statement with respect to such
transfer is effective under the Securities Act or (ii) such sale or transfer is made pursuant to one or more exemptions from the Securities Act. 
 6. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder, a new Warrant of like date, tenor and denomination. 

7. Warrant Holder Not Stockholder. This Warrant does not confer upon the Holder any right to vote or to consent to or receive
notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof; this Warrant does, however, require certain notices to Holders as set forth
herein. 

  
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 8. Definitions. In addition to the terms defined elsewhere in this Warrant, the
following terms have the following meanings: 
 “Assignment” shall mean a notice of assignment substantially in
the form of Exhibit A attached hereto. 
 “Business Day” shall mean any day except Saturday, Sunday and
any day that is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 

“Common Stock” shall mean the common stock, par value $0.001 per share, of the Company, for which this Warrant is
exercisable and any securities into which such common stock may hereafter be classified. 
 “Exercise Notice”
shall mean a notice substantially in the form of Exhibit C attached hereto. 
 “Holder” shall mean the
holder of this Warrant. 
 “Partial Assignment” shall mean a notice of partial assignment substantially in the
form of Exhibit B attached hereto. 
 “Permitted Consideration” shall mean cash or other funds
immediately available to the Company. 
 “Registration Rights Agreement” shall mean that certain Registration
Rights Agreement, dated as of February 7, 2011, by and among the Company, the Holder and the other parties thereto. 

“Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin
Board), or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded in the over the counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC
Bulletin Board, a day on which the Common Stock is quoted in the over the counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided,
that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day. 
 “Trading Market” shall mean whichever of the New York Stock Exchange, the AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board
on which the Common Stock is listed or quoted for trading on the date in question. 

  
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 9. Communication. All notices and communications hereunder shall be in writing and
shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, via a national recognized overnight mail delivery service, or by facsimile (provided the sender receives a machine-generated confirmation of
successful transmission), as follows: 
 if to the Company, to: 

eDiets.com, Inc. 
 1000 Corporate Drive, Suite 600 
 Fort Lauderdale FL 33334 

Attention: Chief Executive Officer 
 Telephone: (954) 938-0031 
 and 

if to the Holder of this Warrant, to such Holder at the address listed on the records of the Company. 

10. Reservation of Warrant Shares; Listing. The Company shall at all times prior to the Expiration Date (a) have authorized
and in reserve, and shall keep available, solely for issuance and delivery upon the exercise of this Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this
Warrant, free and clear of all restrictions on sale or transfer, other than under Federal or state securities laws, and free and clear of all preemptive rights and rights of first refusal; and (b) use its reasonable best efforts to keep the
Warrant Shares authorized for listing on any national securities exchange, the Nasdaq National Market, the Nasdaq Capital Market or the OTC Bulletin Board. 
 11. Headings; Severability. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. If any provision contained in this Warrant is
determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 

12. Applicable Law. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of
Delaware, without reference to its choice of law provisions to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 
 13. Specific Performance. The Company agrees that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or
compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms maybe specifically enforced by a decree for the specific performance of any obligation contained herein or
by an injunction against a violation of any of the terms hereof or otherwise. In the event that any action shall be brought in equity to enforce the provisions of this Warrant, no party shall allege, and each party hereby waives the defense, that
there is an adequate remedy at law, and each party waives any requirement of the other party to post a bond or other security in connection with seeking specific performance. 

  
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 14. Amendment, Waiver, etc. Except as expressly provided herein, neither this Warrant
nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly signed by its
undersigned duly authorized officer as of the date first above referenced. 
  

			
	EDIETS.COM, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
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 EXHIBIT A 

ASSIGNMENT 
 FOR VALUE RECEIVED          hereby sells, assigns and transfers
unto                    the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and
appoint                    , attorney, to transfer said Warrant on the books of eDiets.com, Inc. 

 

							
	Dated:                            
            	 		 	Signature:	 	
				
		 		 	Address:	 	


  
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 EXHIBIT B 

PARTIAL ASSIGNMENT 
 FOR VALUE RECEIVED                    hereby assigns and transfers
unto                    the right to purchase              shares of the Common Stock,
par value $.001 per share, of eDiets.com, Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably constitute and
appoint                    , attorney, to transfer that part of said Warrant on the books of eDiets.com, Inc. 

 

							
	Dated:                            
             	 		 	Signature:	 	
				
		 		 	Address:	 	


  
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 EXHIBIT C 

EXERCISE NOTICE 

The undersigned hereby elects to
purchase                    shares of Common Stock of eDiets.com, Inc. pursuant to the attached Warrant, and, if such Holder is not utilizing the
cashless (or net) exercise provisions set forth in the Warrant, encloses herewith $                     in cash, certified or official bank
check or checks or other immediately available funds, which sum represents the aggregate Per Share Warrant Price for the number of shares of Common Stock to which this Exercise Notice relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant. 
 By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that it
is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933. 
 The undersigned requests that certificates
for the shares of Common Stock issuable upon this exercise be issued in the name
of:                                        .

  

							
	Date:	 	  
	 		 	
				
		 		 		 	Signature
				
		 		 		 	Name:
		 		 		 	Address:
				
		 		 		 	Social Security or Tax I.D. Number:


  
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