] 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”).
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”).
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”).
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”).
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”).
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”).
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.
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.
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.”
