EXHIBIT 10.2
THIS SECOND AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE AMENDS AND
RESTATES IN ITS ENTIRETY THAT CERTAIN EXISTING AMENDED AND RESTATED SENIOR
SECURED PROMISSORY NOTE (THE "PRIOR NOTE") DATED APRIL 3, 2014 IN THE ORIGINAL
PRINCIPAL AMOUNT OF UP TO $10,180,000 MADE BY THE COMPANY AND PAYABLE TO HOLDER.
THE INDEBTEDNESS EVIDENCED BY THE PRIOR NOTE SHALL NOW BE PAYABLE PURSUANT TO
THE TERMS OF THIS SECOND AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE. IT
IS EXPRESSLY INTENDED, UNDERSTOOD AND AGREED THAT THIS NOTE SHALL REPLACE THE
PRIOR NOTE AS EVIDENCE OF THE INDEBTEDNESS EVIDENCED BY THE PRIOR NOTE, AND SUCH
INDEBTEDNESS SHALL BE CONSIDERED OUTSTANDING HEREUNDER FROM AND AFTER THE DATE
HEREOF AND SHALL NOT BE CONSIDERED PAID (NOR SHALL THE UNDERSIGNED'S OBLIGATION
TO PAY THE SAME BE CONSIDERED DISCHARGED OR SATISFIED) AS A RESULT OF THE
ISSUANCE OF THIS NOTE.
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
SECOND AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE
Dated Effective as of April 3, 2014
$12,676,193.00
AS SEEN ON TV, INC., a Florida corporation ("ASTV"), INFUSION BRANDS, INC., a
Nevada corporation ("Infusion"), EDIETS.COM, INC., a Delaware corporation
("eDiets"), TV GOODS HOLDING CORPORATION, a Florida corporation ("TV Goods"),
TRU HAIR, INC., a Florida corporation ("Tru Hair"), RFL Enterprises, LLC
("RFLE"), a Texas limited liability company, and RONCO FUNDING, LLC, a Delaware
limited liability company ("RFL" and collectively with ASTV, Infusion, eDiets,
TV Goods and Tru Hair, the "Company"), hereby, jointly and severally,
unconditionally promise to pay, in lawful money of the United States of America
and in immediately available funds, to the order of MIG7 Infusion, LLC, a
Florida limited liability company, with an address of 8043 Cooper Creek Blvd,
Suite #208, University Park FL 34201, or its assignee ("Holder"), the principal
amount of TWELVE MILLION SIX HUNDRED SEVENTY SIX THOUSAND ONE HUNDRED NINETY
THREE DOLLARS AND 00/100 CENTS ($12,676,193.00) or so much thereof as may be
disbursed and remain
outstanding from time to time hereafter pursuant to and in accordance with that
certain Senior Note Purchase Agreement among the Company and the Purchaser,
dated on or about April 3, 2014 (as amended, restated, supplemented or otherwise
modified from time to time, the "Note Purchase Agreement"). Absent manifest
error, the records of Holder shall be conclusive as to amounts borrowed and owed
under