] Shares of Class A Common Stock ViSalus, Inc. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
VISALUS, INC. FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this day of , 2012, by and between ViSalus, Inc., a Nevada corporation (the “Company”), and Todd A. Goergen, an individual (the “Executive”).
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 • September 17th, 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 • September 17th, 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 16th, 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”).
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.
VISALUS HOLDINGS, LLC Preferred Membership Unit Purchase AgreementPreferred Membership Unit Purchase Agreement • September 17th, 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”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of July 10, 2009 (this “Amendment”), to the Loan and Security Agreement referred to below by and between FVA VENTURES, INC., a California corporation (“Borrower”), VISALUS HOLDINGS, LLC, a Delaware limited liability company (“Holdings” and, together with Borrower, collectively, the “Credit Parties”), and BLYTH VSH ACQUISITION CORPORATION, a Delaware corporation (“Lender”).
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 • September 17th, 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”).
FVA VENTURES, ROPART MANAGEMENT AGREEMENTRopart Management Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS MANAGEMENT AGREEMENT has been in effect since January 1, 2008 and is between (i) FVA Ventures, Inc. (“ViSalus”) or (“The Company” and (ii) Ropart Asset Management, LLC, its affiliates, successors and or assignees (“RAM”). Either party may cancel this agreement on 30 days notice.
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIRST AMENDMENT, dated as of October 21, 2008 (this “Amendment”), to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 4, 2008, 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”).
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 16th, 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”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENTForm of Administrative Services Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
ADMINISTRATIVE SERVICES AGREEMENT, dated as of the [ ] day of [ ], 2012 (this “Agreement”), by and between Blyth, Inc., a Delaware corporation (“Blyth”), and ViSalus, Inc., a Nevada corporation (“ViSalus”).
THE NOTE OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND HAS NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE NOTE CANNOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION OR...Intercreditor Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 26, 2010 BY AND AMONG FVA VENTURES, INC, A CALIFORNIA CORPORATION, ROPART ASSET MANAGEMENT FUND II, LLC, A DELAWARE LIMITED LIABILITY COMPANY, VISALUS HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, RYAN BLAIR, NICK SARNICOLA, BLAKE MALLEN AND BLYTH VSH ACQUISITION CORPORATION, A DELAWARE CORPORATION.
SOFTWARE AND HOSTING SERVICES AGREEMENTSoftware and Hosting Services Agreement • August 16th, 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.
August 22, 2012Letter Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May , 2009 (this “Amendment”), to the Loan and Security Agreement referred to below by and between FVA VENTURES, INC., a California corporation (“Borrower”), VISALUS HOLDINGS, LLC, a Delaware limited liability company (“Holdings” and, together with Borrower, collectively, the “Credit Parties”), and BLYTH VSH ACQUISITION CORPORATION, a Delaware corporation (“Lender”).
FORM OF INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
This Insurance Matters Agreement is dated as of the [ ] day of [ ], 2012, by and between Blyth, Inc., a Delaware corporation (“Blyth”) and ViSalus, Inc., a Nevada corporation (“ViSalus”). Blyth and ViSalus are sometimes referred to herein separately as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. UNITY PLATFORM SOFTWARE AND...Services Agreement • September 17th, 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.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 1, 2009 (this “Amendment”), to the Loan and Security Agreement referred to below by and between FVA VENTURES, INC., a California corporation (“Borrower”), VISALUS HOLDINGS, LLC, a Delaware limited liability company (“Holdings” and, together with Borrower, collectively, the “Credit Parties”), and BLYTH VSH ACQUISITION CORPORATION, a Delaware corporation (“Lender”).
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 16th, 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”).
THE NOTE OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND HAS NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE NOTE CANNOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION OR...Intercreditor Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 26, 2010 BY AND AMONG FVA VENTURES, INC, A CALIFORNIA CORPORATION, ROPART ASSET MANAGEMENT FUND II, LLC, A DELAWARE LIMITED LIABILITY COMPANY, VISALUS HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, RYAN BLAlR, NICK SARNICOLA, BLAKE MALLEN AND BLYTH VSH ACQUISITION CORPORATION, A DELAWARE CORPORATION.
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Amendment (the “Amendment”) is entered into as of MARCH 1, 2012, by and between FVA Ventures, Inc. (“ViSalus”) or (“The Company”) and (ii) Ropart Asset Management, LLC, its affiliates, successors and or assignees (“RAM”).
UNITY PLATFORM SOFTWARE AND HOSTING SERVICES AGREEMENTUnity Platform Software and Hosting • August 16th, 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.
FORM OF MASTER TRANSACTION AGREEMENT between BLYTH, INC. and VISALUS, INC.Master Transaction Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
This Master Transaction Agreement is dated as of the [ ] day of [ ], 2012, between Blyth, Inc., a Delaware corporation (“Blyth”), and ViSalus, Inc., a Nevada corporation (“ViSalus,” with each of Blyth and ViSalus a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE IV hereof.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SOFTWARE AND HOSTING SERVICES...Software and Hosting Services Agreement • September 17th, 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.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of October 21, 2008 (this “Amendment”), to the Loan and Security Agreement referred to below by and between FVA VENTURES, INC., a California corporation (“Borrower”). VISALUS HOLDINGS, LLC, a Delaware limited liability company (“Holdings” and, together with Borrower, collectively, the “Credit Parties”), and BLYTH VSH ACQUISITION CORPORATION, a Delaware corporation (“Lender”).
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.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 17th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
This Registration Rights Agreement is dated as of the [ ] day of [ ], 2012, by and between Blyth, Inc., a Delaware corporation (“Blyth”) and ViSalus, Inc., a Nevada corporation (“ViSalus”). Blyth and ViSalus are sometimes referred to herein separately as a “Party” and together as the “Parties.”
