UNDERWRITING AGREEMENT between CVSL INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CVSL INC.Underwriting Agreement • March 2nd, 2015 • CVSL Inc. • Retail-nonstore retailers • New York
The undersigned, CVSL Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CVSL Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANTSecurity Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, JGB (Cayman) Port Ellen Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 19, 2017 (the “Initial Exercise Date”), and on or prior to the close of business on October 19, 2021 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from JRjr33, Inc., a Florida corporation (the “Company”), up to 2,625,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2015 • CVSL Inc. • Retail-nonstore retailers • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 20, 2015, is by and among CVSL Inc., a Florida corporation with headquarters located at 2400 North Dallas Parkway, Suite 230, Plano, Texas 75093 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
CVSL INC. Common Stock (par value $0.0001 per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • December 3rd, 2014 • CVSL Inc. • Retail-nonstore retailers • New York
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 23rd, 2015 • CVSL Inc. • Retail-nonstore retailers • New York
SECURITY AND PLEDGE AGREEMENT, dated as of November 20, 2015 (this “Agreement”), made by CVSL Inc., a Florida corporation, with offices located at 2400 North Dallas Parkway, Suite 230, Plano, Texas 75093 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries (as defined below) of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Dominion Capital LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of November 20, 2015 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
GUARANTYGuaranty • November 23rd, 2015 • CVSL Inc. • Retail-nonstore retailers • New York
This GUARANTY, dated as of November 20, 2015 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Dominion Capital LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2017, between JRjr33, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 22nd, 2008 • Cardio Vascular Medical Device Corp • Surgical & medical instruments & apparatus • New York
This purchase and sale agreement (this “Agreement”), entered into as of the 9th day of July, 2008, is made by and between Arie Orenstein (the “Seller”) and Carrigan Investment Limited, a limited company having an address at Jasmine Court, 35A Regent Street, P.O. Box 1777 Belize City, Belize (the “Buyer”).
EXCHANGE AGREEMENTExchange Agreement • August 14th, 2015 • CVSL Inc. • Retail-nonstore retailers • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of July 22, 2015, by and between CVSL Inc., a Florida corporation, (the “Company”) and Randy Schroeder (the “Securityholder”).
COMMON STOCK WARRANT For the Purchase of Shares of Common Stock of CVSL INC. July 22, 2015Warrant Agreement • August 14th, 2015 • CVSL Inc. • Retail-nonstore retailers • Texas
THIS CERTIFIES THAT, Randy Schroeder, for value received, and successors and assigns (collectively, “Warrantholder”), is entitled to subscribe for and purchase, subject to the terms hereof, from CVSL Inc., a Florida corporation (the “Company”), Fifty Thousand (50,000) fully-paid and non-assessable shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), at a price per share equal to One Dollar and Sixteen Cents ($1.16) (the “Warrant Exercise Price”), such price (i) representing the average closing price of a share of the Common Stock for the 10 trading days prior to the grant of this Warrant and (ii) being subject to adjustment upon the occurrence of the contingencies set forth in this Warrant.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2012 • Computer Vision Systems Laboratories Corp. • Surgical & medical instruments & apparatus • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2012, is by and between Computer Vision Systems Laboratories Corp., a Florida corporation (the “Company”), and Rochon Capital Partners, Ltd. (“Investor”). Each party to this Agreement is sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 18th, 2014 • CVSL Inc. • Retail-nonstore retailers • Texas
6,666,667 Shares CVSL INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2014 • CVSL Inc. • Retail-nonstore retailers • New York
As Representatives of the several Underwriters listed on Schedule A c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022
EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • June 21st, 2013 • CVSL Inc. • Retail-nonstore retailers • Texas
This Equity Contribution Agreement (“Agreement”) dated effective as of June 18, 2013 (the “Effective Date”), is by and between CVSL Inc., a Florida corporation (the “Company”), and Rochon Capital Partners, Ltd. (“Seller”).
AMENDMENT TO SHARE EXCHANGE AGREEMENT TO DEFER SECOND TRANCHE CLOSING INDEFINITELYShare Exchange Agreement • April 12th, 2013 • Computer Vision Systems Laboratories Corp. • Surgical & medical instruments & apparatus • Florida
This AMENDMENT TO SHARE EXCHANGE AGREEMENT TO DEFER SECOND TRANCHE CLOSING INDEFINITELY, dated as of April 10, 2013 (this “Amendment”), amends that certain SHARE EXCHANGE AGREEMENT (the “Share Exchange Agreement”), dated as of August 24, 2012, by and among Computer Vision Systems Laboratories, Corp., a Florida corporation (the “Parent”), Happenings Communications Group, Inc., a Texas corporation (the “Company”), and Rochon Capital Partners, Ltd., a Texas limited partnership (the “Shareholder”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Share Exchange Agreement.
EXCLUSIVE MARKETING AGREEMENTExclusive Marketing Agreement • September 16th, 2009 • Cardio Vascular Medical Device Corp • Surgical & medical instruments & apparatus
This Agreement is effective as of July 15, 2009 by and between Cardio Vascular Medical Device Corp., a company organized and existing under the laws of the State of Delaware listed on the OTCBB under Ticker CVSL (the “Marketing Arm”), and Elgressy Engineering Services (1987) Ltd., a company incorporated in the State of Israel with principal place of business located in 16 Schechterman Street, Industrial Zone Netanya (hereinafter “Elgressy”); each of the Marketing Arm and Elgressy may be referred to as a "Party" and collectively as the "Parties".
Date: 15 October, 2015 CONVERTIBLE LOAN issued by TRILLIUM POND AGConvertible Loan Agreement • October 20th, 2015 • CVSL Inc. • Retail-nonstore retailers • New York
This instrument (this Note) is made by TRILLIUM POND AG, a company incorporated in Switzerland whose address is at c/o CVSL AG, Hertensteinstrasse 51 6004, Luzern (Company) under the authority of its articles of association and pursuant to a resolution of the board of directors passed at a meeting on 12 October, 2015 to issue a convertible promissory loan note with a principal amount of £936,635 (nine hundred thirty-six thousand six hundred thirty-five pounds).
AGREEMENT FOR THE PURCHASE OF COMMON STOCKCommon Stock Purchase Agreement • June 11th, 2010 • Cardio Vascular Medical Device Corp • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) made this 3rd day of June, 2010, by and between Cardio Vascular Medical Device Corp., (“Company”) a Delaware Corporation, (“Company”), and those entities set forth on Schedule A annexed hereto, (collectively, the “Purchaser”) setting forth the terms and conditions upon which the Company will sell an aggregate of 125,000,000 shares of CVSL common stock (the “Shares”) to the Purchaser.
CONSULTING AGREEMENTConsulting Agreement • September 16th, 2009 • Cardio Vascular Medical Device Corp • Surgical & medical instruments & apparatus
THIS CONSULTING AGREEMENT (“Agreement”) is made on July 21, 2009 by and between Cardio Vascular Medical Device Corp, a company incorporated under the laws of the State of Delaware, U.S.A. (the "Company") and N.D.Raz Business and Project Development Ltd., a company formed under the laws of Israel, located at Neot Golf Cesarea ,Cesarea, Israel (hereinafter "N.D. Raz") and Mr. Yossi Raz, I.D. 005512355, residing at Neot Golf Caesarea (hereinafter “Mr. Raz”). N.D Raz and Mr. Raz are jointly and severally liable and are hereinafter jointly and severally referred to as “Consultant”.
CONTENTSTransitional Services Agreement • February 6th, 2015 • CVSL Inc. • Retail-nonstore retailers • England and Wales
A The Seller and Trillium Pond AG ("Buyer") have entered into the Share Purchase Agreement under which the Buyer acquired the whole of the issued share capital of the Company and its wholly owned Subsidiary.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2012 • Computer Vision Systems Laboratories Corp. • Surgical & medical instruments & apparatus • Florida
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated and effective as of September 25, 2012, is between Computer Vision Systems Laboratories, Corp., a Florida corporation (the “Company”), and John P. Rochon (“Indemnitee”).
ASSET PURCHASE AGREEMENT BETWEEN AGEL ENTERPRISES, INC., as Buyer, AND AGEL ENTERPRISES, L.L.C., as Seller September 25, 2013Asset Purchase Agreement • October 1st, 2013 • CVSL Inc. • Retail-nonstore retailers • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”) between AGEL ENTERPRISES, INC., Inc., a Delaware corporation (the “Buyer”), and AGEL ENTERPRISES, LLC, a Utah limited liability company (the “Seller”), takes effect on September , 2013. Buyer and Seller are referred to individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made on June 6, 2017 between the seller signature hereto (“Seller”) and the purchaser signature hereto (“Purchaser”).
CONTENTSShare Purchase Agreement • February 6th, 2015 • CVSL Inc. • Retail-nonstore retailers
B The Seller has agreed to sell the whole of the issued share capital of the Target to the Buyer on the terms of this agreement.
MASTER LEASE AGREEMENT made as of the 31st day of July, 2014 by and between CFI NNN RAIDERS, LLC, as Landlord, and CVSL INC. as TenantMaster Lease Agreement • August 1st, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio
THIS MASTER LEASE AGREEMENT (this “Lease”) made as of the 31st day of July, 2014, by and between CFI NNN RAIDERS LLC, a Delaware limited liability company, as landlord, having an office at c/o Colony Capital Acquisitions, LLC 2450 Broadway, 6th Floor, Santa Monica, CA 90404, and CVSL INC., a Florida corporation, as tenant, having an office at 2400 Dallas Parkway, Suite 230, Plano, TX 75093.
FOURTH AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio
This FOURTH AMENDMENT AGREEMENT (this “Amendment”), dated as of March 31, 2014, is by and between THE LONGABERGER COMPANY, an Ohio corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
SECOND AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio
This SECOND AMENDMENT AGREEMENT (this “Amendment”), dated as of November 25, 2013 is by and among THE LONGABERGER COMPANY, an Ohio corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2013 • Computer Vision Systems Laboratories Corp. • Surgical & medical instruments & apparatus • Ohio
This Subscription Agreement (this “Agreement”) is made as of March 14, 2013 between The Longaberger Company, an Ohio corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). The parties hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
This SECURITY AGREEMENT, dated as of October 19, 2017 (this “Agreement”), is by and among JRjr33, Inc., a Florida corporation (the “Company”), the Subsidiaries of the Company that are signatories hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s 14.0% Original Issue Discount Senior Secured Guaranteed Convertible Term Loan Notes due October 19, 2020, in the original aggregate principal amount of $5,263,158 (collectively, the “Debentures”) that are signatories hereto, their endorsees, transferees and assigns (the “Purchasers”), and JGB Collateral, LLC, a Delaware limited liability company, in its capacity as agent for the Purchasers (“Agent” and collectively with the Purchasers, the “Secured Parties”).
WAIVERWaiver • August 30th, 2016 • JRjr33, Inc. • Retail-nonstore retailers
This Waiver (the “Waiver”), dated as of August 22, 2016, is hereby executed by Dominion Capital LLC (“Dominion”) and JRjr33, Inc. (formerly known as CVSL Inc. (“CVSL” and together with JRjr33, Inc., the “Company”)).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 18th, 2011 • Cardio Vascular Medical Device Corp • Surgical & medical instruments & apparatus • Florida
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) is made this 18th day of April, 2011, by and between Rada Advisors, Inc. and Olympus Capital Group, LLC (“Sellers”), shareholders (as set forth on Schedule A) of Cardio Vascular Medical Device Corp., (“Company”) a Nevada Corporation, and Thomas DiCicco, (the “Purchaser”).
WAIVERWaiver • May 23rd, 2016 • JRjr33, Inc. • Retail-nonstore retailers
This Waiver (the “Waiver”), dated as of May 17, 2016, is hereby executed by Dominion Capital LLC (“Dominion”) and JRjr33, Inc. (formerly known as CVSL Inc. (“CVSL” and together with JRjr33, Inc., the “Company”)).
SERVICE LEVEL AGREEMENTService Level Agreement • February 6th, 2015 • CVSL Inc. • Retail-nonstore retailers • England and Wales
SECOND PERMITTED TRANSFERREE AGREEMENTSecond Permitted Transferree Agreement • August 22nd, 2017 • JRjr33, Inc. • Retail-nonstore retailers
As of August 5, 2017, John P. Rochon, as the President of the General Partner of Rochon Capital Partners, Ltd., a Texas Limited Partnership with a principal office of 2950 N. Harwood Street Suite 2200, Dallas, Texas 75201 (“RCP”) and Huckleberry Investments LLP a UK investment advisor with a principal office of 28 Devereux Lane, London, SW 13 8DA, UK (“Huckleberry”) agree to this Second Permitted Transferree Agreement (“Second Agreement”) effective as of the expiration of the Permitted Transferee Agreement (“Agreement”). Each of the parties to this Second Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Share Exchange Agreement (“SEA”) dated August 24, 2012 as amended.
SECOND AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 14th, 2014 • CVSL Inc. • Retail-nonstore retailers • Florida
This SECOND AMENDMENT TO SHARE EXCHANGE AGREEMENT, dated as of October 10, 2014 (this “Amendment”), amends, as of the effective date set forth below, that certain SHARE EXCHANGE AGREEMENT (the “Share Exchange Agreement”), dated as of August 24, 2012, by and among Computer Vision Systems Laboratories, Corp., a Florida corporation presently known as CVSL Inc. (the “Parent”), Happenings Communications Group, Inc., a Texas corporation (the “Company”), and Rochon Capital Partners, Ltd., a Texas limited partnership (the “Shareholder”), as amended on April 10, 2013. Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Share Exchange Agreement.
