SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECOND AMENDMENT, dated as of January 12, 2012 (this “Amendment”), to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 4, 2008, as amended by the First Amendment on October 21, 2008 (the “First Amendment”), by and among Blyth, Inc., a Delaware corporation (“Parent”), Blyth VSH Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Buyer”), ViSalus Holdings, LLC, a Delaware limited liability company (the “Company”), and all of the members of the Company, each of whose names are listed on Exhibit A to the Purchase Agreement (each, individually, a “Seller” and, collectively, the “Sellers”).
LICENSE AGREEMENTLicense Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
THIS LICENSE AGREEMENT (the “Agreement” or the “License”) is entered into as of March 15, 2012, by and between Dr. Michael Seidman, an individual, and Body Language Vitamin Company, a Michigan corporation (collectively, “Licensor”), on one hand, and FVA Ventures, Inc., a California corporation (“Licensee” and together with Licensor, the “Parties”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2012 (the “Effective Date”), by and between FVA Ventures, Inc., a California corporation (“ViSalus”), and Dr. Michael Seidman (“Contractor”). Each of ViSalus and Contractor are sometimes referred to individually as a “Party” or collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT among BLYTH, INC., BLYTH VSH ACQUISITION CORPORATION, VISALUS HOLDINGS, LLC and THE MEMBERS OF VISALUS HOLDINGS, LLC August 4, 2008Membership Interest Purchase Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated August 4, 2008, among Blyth, Inc., a Delaware corporation (“Parent”). Blyth VSH Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Buyer”). ViSalus Holdings, LLC, a Delaware limited liability company (the “Company”), and all of the members of the Company, each of whose names are listed on Exhibit A (each, individually, a “Seller” and, collectively, the “Sellers”).
MOBILE APPLICATION SOFTWARE DEVELOPMENT AND SERVICE AGREEMENTSoftware Development And • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Agreement is by FVA Ventures, Inc., a California corporation, doing business as ViSalus (“Client”) and Fragmob LLC, a California limited liability company (“Vendor”) and Video Plus, LP, a Texas Limited Partnership (“VP”).
VISALUS HOLDINGS, LLC Preferred Membership Unit Purchase AgreementPreferred Membership Unit Purchase Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS PREFERRED MEMBERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 25, 2005, by and among VISALUS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and Ropart Asset Management Fund, LLC, a Delaware limited liability company (hereinafter referred to as “RAM” and/or “Purchaser”).
LOAN AND SECURITY AGREEMENT DATED AS OF JULY 30, 2008 BETWEEN BLYTH VSH ACQUISITION CORPORATION, AS LENDER AND FVA VENTURES, INC., AS BORROWER AND VISALUS HOLDINGS, LLC, AS A GUARANTORLoan and Security Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This LOAN AND SECURITY AGREEMENT is dated as of July 30, 2008 and agreed to by and between FVA VENTURES, INC., a California corporation (“Borrower”), VISALUS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”, and together with Borrower, collectively, and each individually as the context may require, are referred to herein as a “Credit Party”), and BLYTH VSH ACQUISITION CORPORATION, a Delaware corporation (“Lender”).
August 22, 2012Letter Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
SOFTWARE AND HOSTING SERVICES AGREEMENTSoftware and Hosting Services Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Software and Hosting Services Agreement (“Agreement”) is by and between FVA VENTURES INC. dba VISALUS SCIENCES (“Client”), having its principal place of business at 1607 E. Big Beaver Rd. Suite 110, Troy, MI 48083, and SOLUTION X GLOBAL, a Delaware LLC, (“Vendor”) having its principal place of business at 3520 N. University Ave, Suite 300, Provo, Utah 84604. This document will constitute a binding contract that will be enforceable by either Party in accordance with its terms and conditions.
UNITY PLATFORM SOFTWARE AND HOSTING SERVICES AGREEMENTUnity Platform Software and Hosting • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Utah
This Unity Platform Software and Hosting Services Agreement (“Agreement”) dated April 26, 2010 is by and between FVA VENTURES, INC. dba VISALUS SCIENCES (“Client”), having its principal place of business at 1607 E. Big River Road, Suite 110, Troy, MI 48083, and SOLUTION X GLOBAL, LLC, a Delaware limited liability company (“SolutionX”) having its principal place of business at 3520 N. University Ave., Suite 300, Provo, Utah 84604.
