CONTRIBUTION AND SALE AGREEMENT BY AND AMONG THE MEMBERS OF SOUTH ENTERPRISE, LLC, SOUTH ENTERPRISE, LLC, THE EQUITYHOLDERS OF NUTRIBRANDS, LTDA., NUTRIBRANDS, LTDA., NUTRIBRANDS HOLDINGS, LLC, AND RODRIGO NOGUEIRA DATED AS OF OCTOBER, 30 2019Contribution and Sale Agreement • November 4th, 2019 • Verus International, Inc. • Wholesale-groceries, general line • Delaware
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of October 30, 2019, is made by and among (i) South Enterprise, LLC, a limited liability company (“South Enterprise”), (ii) the members of South Enterprise listed on the signature pages hereto (each, an “SE Member” and, collectively, the “SE Members”), (iii) Nutribrands, LTDA, a limited company, is ruled by the Brazilian Law (“Nutribrands” and, collectively, with South Enterprise the “Companies” and, each, a “Company”), (iv) the equity holders of Nutribrands listed on the signature pages hereto (each, an “NB Equity Holder” and, collectively, the “NB Equity Holders” and, collectively, with the SE Members, the “SELLERs” and, each, a “SELLER”), (v) Nutribrands Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Verus International, Inc., (“Holdings”), (vi) Verus International, Inc., a Delaware corporation (“BUYER”), and (vii) Rodrigo Nogueira, solely in his/ capacity as the SELLER’s representa
