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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