Fitlife Brands, Inc. Sample Contracts

Mimi's Rock Corp. and 1000374984 Ontario Inc. and FitLife Brands, Inc.
Arrangement Agreement • December 8th, 2022 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Ontario
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AGREEMENT AND PLAN OF MERGER BY AND AMONG FITLIFE BRANDS, INC. ISFL MERGER SUB, INC. AND ISATORI, INC. DATED AS OF MAY 18, 2015
Agreement and Plan of Merger • May 21st, 2015 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Delaware

This AGREEMENT AND PLAN OF MERGER is entered into as of May 18, 2015 (this “Agreement”) by and among FitLife Brands, Inc., a Nevada corporation (“Parent”), ISFL Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and iSatori, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2015 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Colorado

THIS EMPLOYMENT AGREEMENT, effective as of _________, 2015 (the “Agreement”), between FITLIFE BRANDS, INC., a Nevada corporation (the “Company”), and STEPHEN ADELE “Executive”).

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TAX BENEFIT PRESERVATION PLAN by and between FITLIFE BRANDS, INC. and COLONIAL STOCK TRANSFER COMPANY, INC., as Rights Agent, Dated as of February 26, 2021
Tax Benefit Preservation Plan • March 4th, 2021 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nevada

TAX BENEFIT PRESERVATION PLAN, dated as of February 26, 2021 (this “Agreement”), by and between FitLife Brands, Inc., a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., as rights agent (the “Rights Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2019 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 7, 2019 (“Effective Date”), is made and entered into by and between FitLife Brands, Inc., a Nevada corporation (“Company”), and Patrick Ryan (“Employee”).

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SECURITY AGREEMENT
Security Agreement • September 15th, 2015 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS SECURITY AGREEMENT (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Security Agreement”), dated this 11th day of September, 2015, is entered into by STEPHEN ADELE ENTERPRISES, INC., a Colorado Corporation (“Enterprises”), STEPHEN ADELE, an individual resident of Colorado (“Mr. Adele” and, together with Enterprises, the “Debtor”), in favor of FITLIFE BRANDS, INC., a Nevada corporation (the “Secured Party”).

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CONSULTING AGREEMENT FOR SERVICES BETWEEN BOND LABORATORIES, INC AND BURNHAM HILL ADVISORS LLC
Consulting Agreement for Services • August 29th, 2011 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • New York

This Consulting Agreement (the "Agreement") dated as of the 25th day of August 2011 (the "Effective Date") is made and entered into by and between Bond Laboratories, Inc. a Nevada corporation (the "COMPANY"), having a place of business at 11011 Q Street Building A Suite 106 Omaha, NE 68137 and Burnham Hill Advisors LLC, having a place of business at 501 Madison Avenue, New York, NY 10022 ("BHA").

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2006 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • California

This Agreement is made between BOND LABORATORIES, INC., a Nevada corporation (“Employer”), and Scott D. Landow, an individual resident of the State of California (“Employee”).

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and between FitLife Brands, Inc. and First-Citizens Bank & Trust Company Dated as of October 10, 2023
Credit Agreement • October 13th, 2023 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 10, 2023, is entered into by and between FitLife Brands, Inc., a Nevada corporation (“Borrower”), and First-Citizens Bank & Trust Company (“Bank”).

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GUARANTY AGREEMENT
Guaranty Agreement • March 1st, 2023 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS GUARANTY AGREEMENT (this “Guaranty”) dated as of February 23, 2023, is made by NDS NUTRITION PRODUCTS, INC., a Florida corporation (“NDS”), ISATORI, INC., a Delaware corporation (“II”), and 1000374984 ONTARIO INC., a corporation existing under the laws of Ontario (“Ontario” and, with NDS and II, the “Guarantors”), to FIRST-CITIZENS BANK & TRUST COMPANY (the “Bank”).

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CREDIT AGREEMENT by and between FitLife Brands, Inc. and Mutual of Omaha Bank Dated as of September 24, 2019 CREDIT AGREEMENT
Credit Agreement • September 26th, 2019 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS CREDIT AGREEMENT (this "Agreement") dated as of September 24, 2019, is entered into by and between FitLife Brands, Inc., a Nevada Corporation (“Borrower”) and Mutual of Omaha Bank ("Bank"). In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

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SETTLEMENT AGREEMENT
Settlement Agreement • October 6th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • Nebraska

This Settlement Agreement (this “Agreement”) is entered into by and among Bond Laboratories, Inc., a Nevada corporation (“Buyer”), NDS Nutrition Products, Inc., a Florida corporation (“Buyer Sub”), NDS Nutritional Products, Inc., a Nebraska corporation (“Seller”), Cory Wiedel, an individual (“Wiedel”), Ryan Zink, an individual (“Zink” and together with Wiedel, the “Shareholders”), effective as of September 30, 2009 (the “Effective Date”). The Buyer Parties (as defined below) and the Seller Parties (as defined below), are referred to collectively hereafter as the “Settling Parties”.

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CONSULTING AGREEMENT FOR SERVICES BETWEEN BOND LABORATORIES, INC AND BURNHAM HILL ADVISORS LLC
Consulting Agreement for Services • August 26th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • New York

This Consulting Agreement (the "Agreement") dated as of the 20th day of August, 2009 (the "Effective Date") is made and entered into by and between Bond Laboratories, Inc. a Nevada corporation (the "COMPANY"), having a place of business at 11011 Q Street Building A Suite 106 Omaha, NE 68137 and Burnham Hill Advisors LLC, having a place of business at 590 Madison Ave New York, NY 10021 ("BHA").

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SERIES B PREFERRED STOCK PURCHASEAGREEMENT Dated as of December 31, 2008 by and among BOND LABORATORIES, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Series B Preferred Stock • January 23rd, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • New York

This SERIES B PREFERRED STOCK PURCHASEAGREEMENT (this “Agreement”), dated as of December 31, 2008 by and among Bond Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale of shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”) and shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) by the Purchasers.

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ASSET PURCHASE AGREEMENT BY AND AMONG NDS NUTRITIONAL PRODUCTS, INC., CORY WIEDEL, RYAN ZINK, AND BOND LABORATORIES, INC. October 1, 2008
Asset Purchase Agreement • October 15th, 2008 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • Nebraska

This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of October, 2008 (the “Effective Date”), by and among NDS Nutritional Products, Inc., a Nebraska corporation (“Seller”), Bond Laboratories, Inc., a Nevada corporation (“Buyer”), and Cory Wiedel and Ryan Zink (together, the “Shareholders”).

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TERM B NOTE
Fitlife Brands, Inc. • October 13th, 2023 • Medicinal chemicals & botanical products

FOR VALUE RECEIVED, the undersigned, FITLIFE BRANDS, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of FIRST-CITIZENS BANK & TRUST COMPANY, or registered assigns (the “Bank”), the principal sum of TEN MILLION AND 00/100THS DOLLARS ($10,000,000.00), together with accrued interest thereon, in accordance with the provisions of that Second Amended and Restated Credit Agreement dated as of October 10, 2023 between Borrower and Bank (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

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AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • March 1st, 2023 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of February 23, 2023, is made by FITLIFE BRANDS, INC., a Nevada corporation (“Borrower”), NDS NUTRITION PRODUCTS, INC., a Florida corporation (“NDS”), ISATORI, INC., a Delaware corporation (“II”), and 1000374984 ONTARIO INC., a corporation existing under the laws of Ontario (“Ontario” and, with NDS and II, the “Guarantors”; the Guarantors and Borrower, collectively, jointly and severally, the “Debtor”), to FIRST-CITIZENS BANK & TRUST COMPANY (the “Bank”).

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Mr. Elorian Landers Sugar Land, TX 77479 Re: Amendment No. 1 to the Consulting Agreement by and between Bond Laboratories and Elorian Landers Dear Mr. Landers:
Bond Laboratories, Inc. • April 15th, 2011 • Medicinal chemicals & botanical products

Reference is made to that certain agreement by and between Bond Laboratories, Inc. (“Bond” or the “Company”) and Elorian Landers (“Consultant”) dated June 1, 2009 (the "Agreement"). This letter (this “Amendment”) supplements and amends certain of the terms contained in the Agreement.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2018 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

Complete and sign this Subscription Agreement. Please be sure to initial the appropriate “accredited investor” category in Box C.

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TRANSITION AGREEMENT
Transition Agreement • September 12th, 2018 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

This Transition Agreement (the “Agreement”) is effective as of August 15, 2018 (the “Effective Date”) between FitLife Brands, Inc., a Nevada corporation (the “Company”), and Michael Abrams (“Abrams”) (each of the foregoing individually a “Party” and collectively the “Parties”).

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • April 17th, 2018 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

This CONSULTING SERVICES AGREEMENT, dated as of March 13, 2018 is by and between FitLife Brands, Inc., a Nevada corporation (the “Company”), and Dayton Judd (the “Consultant”).

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT Dated as of June 26, 2008 by and among BOND LABORATORIES, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Escrow Agreement • June 30th, 2008 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • New York

This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of June 26, 2008 by and among Bond Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) by the Purchasers.

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CONTINUING GUARANTY
Fitlife Brands, Inc. • January 25th, 2018 • Medicinal chemicals & botanical products
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CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2011 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • Texas

THIS AGREEMENT (the “Agreement”) is entered into as of the 20th day of August 2010 by and between Bond Laboratories, Inc., a Nevada corporation (the “Corporation”), having a principal place of business at 11011 Q Street Building A Suite 106 Omaha, NE 68137 and Elorian Landers (the “Consultant”), a person residing at 30 Farrell Ridge, Sugar Land, TX 77479.

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Contract
Securities Purchase Agreement • September 7th, 2006 • Bond Laboratories, Inc. • Pennsylvania

THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

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ASSIGNMENT OF NAME
Assignment of Name • October 6th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products

This Assignment of Name (“Assignment”) is made by NDS Nutritional Products, Inc., a Nebraska corporation (“Assignor”), to NDS Nutrition Products, Inc., a Florida corporation (“Assignee”), effective as of September 30, 2009 (the “Effective Date”).

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AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT
Supply, License and Transition Services Agreement • October 6th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products

This AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of September 30, 2009, is entered into by and between NDS NUTRITION PRODUCTS, INC., a Florida corporation, having an address of 777 South Highway 101, Suite 215, Solana Beach, California (“Buyer Sub”), and COMPLETE NUTRITION HOLDINGS, INC., f/k/a/ Complete Nutrition, Inc., a Nebraska corporation, having an address of 6610 S. 118th Street, Omaha, Nebraska 68137 (“CNI”). This Amendment serves to amend that certain Supply, License and Transition Services Agreement, dated as of October 1, 2008 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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TERM NOTE
Fitlife Brands, Inc. • March 1st, 2023 • Medicinal chemicals & botanical products

FOR VALUE RECEIVED, the undersigned, FITLIFE BRANDS, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of FIRST-CITIZENS BANK & TRUST COMPANY, or registered assigns (the “Bank”), the principal sum of TWELVE MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS ($12,500,000.00), together with accrued interest thereon, in accordance with the provisions of that Amended and Restated Credit Agreement dated as of February 23, 2023 between Borrower and Bank (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • California

This Employment Agreement (this “Agreement”) is between BOND LABORATORIES, Inc. (the “Company”) and Scott Landow (“Employee”), and is executed effective as of August 16, 2009 (the “Effective Date”) in connection with and consideration of the compensation set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

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NOTE PURCHASE AND WARRANT AGREEMENT
Note Purchase and Warrant Agreement • July 6th, 2010 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • New York

THIS NOTE PURCHASE AND WARRANT AGREEMENT (this “Agreement”), dated as of June 16, 2010, by and among Bond Laboratories, Inc., a Nevada corporation (the “Company”), and the Purchasers identified on the signature page hereto (each a “Purchaser” and collectively “Purchasers”).

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CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2011 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products • Texas

THIS AGREEMENT (Agreement) is entered into as of the 1st day of June 2009 by and between the Bond Laboratories, Inc. (Corporation, Bond), and Elorian Landers (Consultant).

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September 15, 2010
Bond Laboratories, Inc. • April 15th, 2011 • Medicinal chemicals & botanical products • New York
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AMENDMENT NO. 1 TO SECURITY AGREEMENT
Security Agreement • October 6th, 2009 • Bond Laboratories, Inc. • Medicinal chemicals & botanical products

This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment”), dated effective as of September 30, 2009, is entered into by and between NDS NUTRITION PRODUCTS, INC., a Florida corporation, having an address of 777 South Highway 101, Suite 215, Solana Beach, California (“Buyer Sub”), and NDS NUTRITIONAL PRODUCTS, INC., a Nebraska corporation, having an address of 6610 S. 118th Street, Omaha, Nebraska 68137 (the “Seller”). This Amendment serves to amend that certain Security Agreement, dated as of October 1, 2008 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • August 31st, 2017 • Fitlife Brands, Inc. • Medicinal chemicals & botanical products • Nebraska

THIS LOAN MODIFICATION AGREEMENT (the "Agreement") is dated as of August 28, 2017, to be effective as of August 15, 2017 (the "Effective Date") unless otherwise specified below, by and between U.S. Bank National Association (the "Bank"), FitLife Brands, Inc., f/k/a Bond Laboratories, Inc. (the "Borrower"), NDS Nutrition Products Inc., a Florida corporation ("NPI"), and Isatori, Inc., a Delaware corporation (" satori" and along with NPI, collectively the "Guarantors") with reference to the following:

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April 21, 2017 Mr. John Wilson Chief Executive Officer Fitlife Brands, Inc. Omaha, NE 68137 Re: Third Amendment to the Employment Agreement dated December 31, 2009 Dear John:
Fitlife Brands, Inc. • April 26th, 2017 • Medicinal chemicals & botanical products

This letter shall constitute an amendment (the “Amendment”) to the Employment Agreement, dated December 31, 2009, as amended, dated April 13, 2012 and June 30, 2014 (together, the “Agreement”) by and between FitLife Brands, Inc. (the “Company”) and you (“you” or the “Executive”), and shall modify the Agreement, as expressly set forth below. In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the terms of this Amendment shall govern.

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