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AMENDMENT NO. 1 TO SECURITY AGREEMENT

Security Agreement

AMENDMENT NO. 1 TO SECURITY AGREEMENT | Document Parties: Bond Laboratories, Inc | NDS NUTRITIONAL PRODUCTS, INC You are currently viewing:
This Security Agreement involves

Bond Laboratories, Inc | NDS NUTRITIONAL PRODUCTS, INC

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Title: AMENDMENT NO. 1 TO SECURITY AGREEMENT
Date: 10/6/2009

AMENDMENT NO. 1 TO SECURITY AGREEMENT, Parties: bond laboratories  inc , nds nutritional products  inc
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Exhibit 10.4

 

AMENDMENT NO. 1 TO SECURITY AGREEMENT

 

 

This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “ Amendment ”), dated effective as of September 30, 2009, is entered into by and between NDS NUTRITION PRODUCTS, INC., a Florida corporation, having an address of 777 South Highway 101, Suite 215, Solana Beach, California (“ Buyer Sub ”), and NDS NUTRITIONAL PRODUCTS, INC., a Nebraska corporation, having an address of 6610 S. 118 th Street, Omaha, Nebraska 68137 (the “ Seller ”).  This Amendment serves to amend that certain Security Agreement, dated as of October 1, 2008 (the “ Agreement ”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

 

WHEREAS, Bond Laboratories, Inc., a Nevada corporation (“ Buyer ”), Seller, Cory Wiedel (“ Wiedel ”) and Ryan Zink (“ Zink ” and together with Wiedel, the “ Shareholders ”) entered into that certain Asset Purchase Agreement, dated as of October 1, 2008 (the “ Purchase Agreement ”), pursuant to which Buyer purchased certain of Seller’s assets (the “ Acquired Assets ”) and assumed certain of Seller’s liabilities (the “ Assumed Liabilities ”) , as more particularly provided in the Purchase Agreement (the “ Transaction ”);

 

WHEREAS, in connection with the Transaction, Buyer and Seller entered into the Agreement, evidencing Buyer’s repayment obligations under certain secured promissory notes of Buyer executed in connection with the Transaction (the “ Prior Notes ”);

 

WHEREAS, after the Transaction, and as contemplated by Section 10.5 of the Purchase Agreement, Buyer transferred the Acquired Assets and Assumed Liabilities to Buyer Sub pursuant to that certain Assignment and Assumption and Bill of Sale, dated as of October 1, 2008, by and between Buyer and Buyer Sub (the “ Asset Assignment ”);

 

WHEREAS, in connection with the Asset Assignment, Buyer assigned its rights, duties and obligations under the Agreement to Buyer Sub (with Buyer remaining liable for performance of Buyer Sub thereunder), pursuant to that certain Assignment and Assumption, dated as of October 1, 2008, by and between Buyer and Buyer Sub;

 

WHEREAS, Buyer, Buyer Sub, Seller and the Shareholders desire to settle certain disputes arising out of the transactions contemplated by the Purchase Agreement, including, without limitation, payment of earn-out amounts thereunder, pursuant to that certain Settlement Agreement, dated as of even date herewith (the “ Settlement Agreement ”), by and among Buyer, Buye


 
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