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AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT

Transition Agreement

AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT | Document Parties: BOND LABORATORIES, INC. | COMPLETE NUTRITION HOLDINGS, INC | Complete Nutrition, Inc | NDS NUTRITION PRODUCTS, INC | NDS Nutritional Products, Inc | SUPPLY, LICENSE AND TRANSITION SERVICES You are currently viewing:
This Transition Agreement involves

BOND LABORATORIES, INC. | COMPLETE NUTRITION HOLDINGS, INC | Complete Nutrition, Inc | NDS NUTRITION PRODUCTS, INC | NDS Nutritional Products, Inc | SUPPLY, LICENSE AND TRANSITION SERVICES

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Title: AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT
Date: 10/6/2009

AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT, Parties: bond laboratories  inc. , complete nutrition holdings  inc , complete nutrition  inc , nds nutrition products  inc , nds nutritional products  inc , supply  license and transition services
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Exhibit 10.5
 

AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT

 

 

This AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT (this “ Amendment ”), dated 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 COMPLETE NUTRITION HOLDINGS, INC., f/k/a/ Complete Nutrition, Inc., a Nebraska corporation, having an address of 6610 S. 118 th Street, Omaha, Nebraska 68137 (“ CNI ”).  This Amendment serves to amend that certain Supply, License and Transition Services 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 ” and together with Buyer Sub, the “ Buyer Parties ”), NDS Nutritional Products, Inc., a Nebraska corporation (“ 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 CNI entered into the Agreement;

 

WHEREAS, after the Transaction, and as contemplated by Section 33 of the Agreement, Buyer transferred its rights, duties and obligations under the Agreement to Buyer Sub (the “ Assignment ”);

 

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, Buyer Sub, Seller and the Shareholders; and

 

WHEREAS, in connection with the Settlement Agreement, Buyer Sub and CNI desire to amend the terms and provisions of the Agreement pursuant to this Amendment, and Buyer desires to acknowledge the amendment of the terms and provisions of the Agreement.

 

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.            General .  Except where context clearly requi


 
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