0001047469-14-005104 Sample Contracts

COMMON STOCK WARRANT For the Purchase of Shares of Common Stock of CVSL INC. May , 2014
CVSL Inc. • May 22nd, 2014 • 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”), ( ) fully-paid and non-assessable shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), at a price per share equal to FIFTY-FIVE CENTS ($.55) (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.

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FOURTH AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENT
Fourth Amendment 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 AGREEMENT
Second Amendment 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”).

FIFTH AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENT
Fifth Amendment Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio

This FIFTH AMENDMENT AGREEMENT (this “Amendment”), dated as of April 21, 2014, is by and between THE LONGABERGER COMPANY, an Ohio corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

THIRD AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENT
Third Amendment Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio

This THIRD AMENDMENT AGREEMENT (this “Amendment”), dated as of January 29, 2014, is by and among THE LONGABERGER COMPANY, an Ohio corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

FIRST AMENDMENT AGREEMENT TO CREDIT AND SECURITY AGREEMENT
First Amendment Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio

This FIRST AMENDMENT AGREEMENT (this “Amendment”), dated as the First Amendment Closing Date (as defined below), is by and between THE LONGABERGER COMPANY, an Ohio corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

CREDIT AND SECURITY AGREEMENT among KEYBANK NATIONAL ASSOCIATION (as Lender and Issuer) and THE LONGABERGER COMPANY, (as a Borrower) October 23, 2012
Credit and Security Agreement • May 22nd, 2014 • CVSL Inc. • Retail-nonstore retailers • Ohio

This CREDIT AND SECURITY AGREEMENT (this “Agreement”), has been executed and is dated as of October 23, 2012, by and among THE LONGABERGER COMPANY, as a Borrower, and KEYBANK NATIONAL ASSOCIATION, as the Lender and the Issuer.

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