SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 16th, 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”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 16th, 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.”
MOBILE APPLICATION SOFTWARE DEVELOPMENT AND SERVICE AGREEMENTSoftware Development and Service Agreement • August 16th, 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”).
UNITY PLATFORM SOFTWARE AND HOSTING SERVICES AGREEMENTUnity Platform Software and Hosting Services Agreement • 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.
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”).
FVA VENTURES, ROPART MANAGEMENT AGREEMENTManagement 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”).
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...Promissory Note • 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.
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”).
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...Promissory Note • 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”).
VISALUS HOLDINGS, LLC Preferred Membership Unit Purchase AgreementMembership 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”).
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”).
