ARTICLE I --------- DEFINITIONSLoan Agreement • June 20th, 2001 • Gaiam Inc • Retail-catalog & mail-order houses • Colorado
WITNESSETH:Lease Agreement • December 6th, 2000 • Gaiam Inc • Retail-catalog & mail-order houses
GAIAM, INC.Underwriting Agreement • October 25th, 1999 • Gaiam Inc • Services-business services, nec
SUBLEASESublease • August 30th, 1999 • Gaiam Inc • Services-business services, nec • Ohio
ARTICLE 1Voting Agreement • November 22nd, 2000 • Gaiam Inc • Services-business services, nec • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2024 • Gaia, Inc • Services-motion picture & video tape production • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of April, 2024 by and among Gaia, Inc., a Colorado corporation (the “Company”), and the “Investors” named in that certain Option Agreement by and among the Company and the Investors (the “Option Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Option Agreement unless otherwise defined herein.
Exhibit 2.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated this 14th day of September, 1998 (the "Effective Date"), is entered into at Los Angeles, California, and Broomfield, Colorado, by and among Gaiam Holdings, Inc. a...Purchase Agreement • August 30th, 1999 • Gaiam Inc • Services-business services, nec
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2014 • Gaiam, Inc • Services-motion picture & video tape production • Colorado
This Indemnification Agreement, dated as of , 20 , is made by and between Gaiam, Inc., a Colorado corporation (the “Corporation”) and (the “Indemnitee”).
GAIAM, INC. 2,200,000 SHARES OF CLASS A COMMON STOCK*Underwriting Agreement • July 24th, 2001 • Gaiam Inc • Retail-catalog & mail-order houses
ARTICLE 1Voting Agreement • November 22nd, 2000 • Gaiam Inc • Services-business services, nec • California
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GAIAM AMERICAS, INC. SPRI PRODUCTS, INC. GT DIRECT, INC. AND VE NEWCO, LLC (COLLECTIVELY, THE BORROWERS) JULY 31, 2012Revolving Credit and Security Agreement • November 9th, 2012 • Gaiam, Inc • Services-motion picture & video tape production • New York
Revolving Credit and Security Agreement dated as of July 31, 2012 among GAIAM AMERICAS, INC., a corporation organized under the laws of the State of Colorado (“Gaiam Americas”), SPRI PRODUCTS, INC., a corporation organized under the laws of the State of Illinois (“SPRI”), GT DIRECT, INC., a corporation organized under the laws of the State of Colorado (“GT Direct”), VE NEWCO, LLC, a limited liability company formed under the laws of the State of Delaware (“NewCo”, together with Gaiam Americas, SPRI, GT Direct and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
5,750,000 Shares GAIAM, INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT Dated May 18, 2006Underwriting Agreement • May 19th, 2006 • Gaiam Inc • Services-motion picture & video tape production • New York
Thomas Weisel Partners LLC Craig-Hallum Capital Group LLC Jefferies & Company, Inc. As Representatives of the several Underwriters
LOAN AGREEMENTLoan Agreement • April 29th, 2019 • Gaia, Inc • Services-motion picture & video tape production • New York
THIS LOAN AGREEMENT, dated as of April 26, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BDS III MORTGAGE CAPITAL B LLC, a Delaware limited liability company, having an address at 280 Park Avenue, 28th Floor West, New York, New York 10017 (together with its successors and/or assigns, “Lender”) and BOULDER ROAD LLC, a Colorado limited liability company, having an address at 833 W. South Boulder Road, Louisville, CO 80027 (together with its permitted successors and/or assigns, “Borrower”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among STRETCH & BEND HOLDINGS LLC, a Delaware limited liability company, as Purchaser, SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation, as Parent, and GAIAM, INC., a Colorado corporation, as Seller...Membership Interest Purchase Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production • New York
This Membership Interest Purchase Agreement, dated as of May 10, 2016 (this “Agreement”), is by and among (i) STRETCH & BEND HOLDINGS, LLC, a Delaware limited liability company (“Purchaser”); (ii) SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (“Parent”), solely for the purposes of Section 7.17 and Article XI, and (iii) GAIAM, INC., a Colorado corporation (“Seller”). Certain terms used in this Agreement are defined in Section 1.01.
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • April 29th, 2019 • Gaia, Inc • Services-motion picture & video tape production
This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between GAIA, INC., a Colorado corporation (“Gaia”), and the individual named below (“Grantee”).
LOAN AGREEMENTLoan Agreement • March 12th, 2003 • Gaiam Inc • Services-motion picture & video tape production • Colorado
THIS AGREEMENT, dated as of December 31, 2002, is between Gaiam, Inc. and its 100% owned subsidiaries (the "Company"), 360 Interlocken Blvd., Suite 300, Broomfield, Colorado 80021 (address), and Wells Fargo Bank West, N.A. (the "Bank"), 1242 Pearl Street, P.O. Box 227, Boulder, Colorado.
ContractTransaction Agreement • August 9th, 2005 • Gaiam Inc • Services-motion picture & video tape production • Colorado
This TRANSACTION AGREEMENT is made as of August 4, 2005, among GAIAM, INC., a Colorado corporation (“Gaiam”) and REVOLUTION LIVING LLC, a Delaware limited liability company (“Revolution Living”) and LIFE BALANCE MEDIA HOLDINGS LLC, a Delaware limited liability company (“Wisdom”).
Gaia, Inc. Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 24th, 2020 • Gaia, Inc • Services-motion picture & video tape production • Colorado
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of ________________ (the “Award Date”), between Gaia, Inc., a Colorado corporation (“Gaia”), and __________________ (the “Grantee”), is made pursuant to the terms of the Gaia, Inc. 2019 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2018 • Gaia, Inc • Services-motion picture & video tape production • New York
SECOND AMENDED AND RESTATED OFFICE LEASE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE “LANDLORD” and GAIAM, INC. “TENANT” 360 Interlocken Boulevard Broomfield, ColoradoOffice Lease • August 2nd, 2004 • Gaiam Inc • Services-motion picture & video tape production • Colorado
THIS SECOND AMENDED AND RESTATED OFFICE LEASE (the “Second Restated Lease” or the “Lease”) is made this day of May, 2004, to be effective as of June 1, 2004, by and between FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE, a Georgia joint venture (“Landlord”) and GAIAM, INC., a Colorado corporation (“Tenant”).
FIRST LEASE AMENDMENTLease Amendment • March 12th, 2003 • Gaiam Inc • Services-motion picture & video tape production
THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 12th day of April, 2000 (the "Execution Date"), effective as of the 1st day of March, 2000 (the "Effective Date"), by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and GAIAM, INC., a Colorado corporation ("Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2005 • Gaiam Inc • Services-motion picture & video tape production • Colorado
This Employment Agreement (“Agreement”) is made and entered into as of August , 2005 (the “Effective Date”) by and between Lynn Powers (“Executive”), and Gaiam, Inc., a Colorado corporation (“Company”).
LEASE AGREEMENTLease Agreement • March 16th, 2006 • Gaiam Inc • Services-motion picture & video tape production
THIS LEASE is executed this 5th day of October, 2005, by and between DUGAN REALTY, L.L.C., an Indiana limited liability company (“Landlord”), and GAIAM, INC., a Colorado corporation (“Tenant”).
ASSET PURCHASE AGREEMENT by and between FIT FOR LIFE LLC, a Delaware limited liability company, as Purchaser, and GAIAM, INC., a Colorado corporation, as Seller Dated as of May 10, 2016Asset Purchase Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production • New York
This Asset Purchase Agreement, dated as of May 10, 2016 (this “Agreement”), is by and between (i) FIT FOR LIFE LLC, a Delaware limited liability company (“Purchaser”); and (ii) GAIAM, INC., a Colorado corporation (“Seller”). Certain terms used in this Agreement are defined in Section 1.01.
CREDIT AGREEMENT (REVOLVING LOAN) BY AND BETWEEN WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER, AND GAIAM, INC., AND THE RESTRICTED SUBSIDIARIES AS BORROWER DATED AS OF JULY 29, 2005Credit Agreement • August 9th, 2005 • Gaiam Inc • Services-motion picture & video tape production • Colorado
THIS 2005 AMENDED AND RESTATED CREDIT AGREEMENT (“Credit Agreement”) is entered into as of July 29, 2005 (“Effective Date”), by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor in interest to Wells Fargo Bank West, N.A.) as lender (“Lender”) and GAIAM, INC., a corporation formed under the laws of the State of Colorado, whose address is 360 Interlocken Boulevard, Suite 300, Broomfield, Colorado 80021 (“Gaiam”) and the Persons identified on Schedule 1 hereto (“Restricted Subsidiaries” and, collectively with Gaiam, the “Borrower”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 10th, 2020 • Gaia, Inc • Services-motion picture & video tape production • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of September 9, 2020 (the “Effective Date”), by and between Boulder Road LLC, a Colorado limited liability company (“Seller”), and Westside Boulder, LLC, a California limited liability company (“Purchaser”).
LOAN AGREEMENTLoan Agreement • January 4th, 2021 • Gaia, Inc • Services-motion picture & video tape production • Colorado
This Loan Agreement (“Agreement”), dated as of December 28, 2020, is by and among BOULDER ROAD LLC, a Colorado limited liability company (“Boulder Road”), WESTSIDE BOULDER, LLC, a California limited liability company (“Westside”) (Boulder Road and Westside are collectively referred to herein as “Borrower”), and GREAT WESTERN BANK (“Lender”).
OPTION AGREEMENTOption Agreement • June 17th, 2024 • Gaia, Inc • Services-motion picture & video tape production • New York
This Option Agreement (this “Agreement”), dated as of April 18, 2024, is entered into by and among Gaia, Inc., a Colorado corporation (the “Company”), and the investors named on the signature pages hereto (individually, an “Investor” and, collectively, the “Investors”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • January 27th, 2005 • Gaiam Inc • Services-motion picture & video tape production
December 6, 2000Legal Counsel Agreement • December 6th, 2000 • Gaiam Inc • Retail-catalog & mail-order houses
CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange...Purchase Agreement • April 3rd, 2012 • Gaiam, Inc • Services-motion picture & video tape production • California
This SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of March 12, 2012, is by and among Gaiam Americas, Inc., a Colorado corporation (the “Buyer”), and Universal Music Group Distribution, Corp., a Delaware corporation (the “Seller” and together with the Buyer, the “Parties”). This Amendment amends that certain Purchase Agreement (the “Purchase Agreement”), dated as of March 6, 2012, as amended by that certain First Amendment to Purchase Agreement, dated March 9, 2012, by and between the Buyer and the Seller.
CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange...Purchase Agreement • April 3rd, 2012 • Gaiam, Inc • Services-motion picture & video tape production
This PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”) is entered into as of March 6, 2012 (the “Effective Date”), by and between Gaiam Americas, Inc., a Colorado corporation (“Buyer”), and Universal Music Group Distribution, Corp., a Delaware corporation (“Seller”).
SHAREHOLDERS AGREEMENT among GAIAM, INC., JIRKA RYSAVY, REVOLUTION LIVING LLC and STEPHEN M. CASE Dated as of August 4, 2005Shareholders Agreement • August 9th, 2005 • Gaiam Inc • Services-motion picture & video tape production • Colorado
This SHAREHOLDERS AGREEMENT is made as of August 4, 2005 among GAIAM, INC., a Colorado corporation (“Gaiam”), JIRKA RYSAVY, an individual (“Rysavy”), REVOLUTION LIVING LLC, a Delaware limited liability company (the “Revolution Living”) and STEPHEN M. CASE, an individual (“Case”). Gaiam, Rysavy, Revolution Living and Case are collectively referred to as the “Parties.”
CREDIT AND SECURITY AGREEMENT by and among GAIA, INC., as Borrower, The Subsidiary Guarantors from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as Lender August 25, 2022Credit and Security Agreement • August 26th, 2022 • Gaia, Inc • Services-motion picture & video tape production • Colorado
This CREDIT AND SECURITY AGREEMENT is entered into as of August 25, 2022 by and among GAIA, INC., a Colorado corporation (the “Borrower”), GAIA INTERNATIONAL, INC., a Colorado corporation (“Gaia International”), GAIA STUDIOS, INC., a Colorado corporation (“Gaia Studios”), SAGES HOLDING, INC., a Pennsylvania corporation (“Sages”), YOGA INTERNATIONAL, LLC, a Pennsylvania limited liability company (“Yoga International”), TELOMERON, LLC, a Colorado limited liability company (“Telomeron LLC” and together with Gaia International, Gaia Studios, Sages and Yoga International, the “Subsidiary Guarantors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (the “Lender”).
UNCONDITIONAL GUARANTY OF PAYMENTUnconditional Guaranty of Payment • January 4th, 2021 • Gaia, Inc • Services-motion picture & video tape production
This Unconditional Guaranty of Payment (“Guaranty”) is dated as of the 28th day of December, 2020, between GAIA, INC., a Colorado corporation (“Guarantor”), whose address is 833 W. South Boulder Road, Building G, Louisville, Colorado 80027, for the benefit of GREAT WESTERN BANK (“Lender”), whose address is 1900 9th Street, Boulder, CO 80302.
