Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 31, 2014

CVSL INC.

(Exact name of registrant as specified in its charter)

Florida	Commission	98-0534701
(State or other jurisdiction	File No.: 00-52818	(IRS Employer
of incorporation or organization)		Identification No.)

2400 North Dallas Parkway, Suite 230, Plano, Texas 75093

(Address of principal executive offices and zip code)

(972) 398-7120

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2014, The Longaberger Company (“TLC”), a subsidiary of CVSL Inc. (the “Company”) and CFI NNN Raiders, LLC. (“CFI”), entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which TLC agreed to sell to CFI certain real estate owned by TLC and used by TLC in its manufacturing, distribution and showroom activities. The real estate described in the Sale Leaseback Agreement was purchased by CFI, the aggregate purchase price received by TLC was $15,800,000.

Concurrently with entering into the Sale Leaseback Agreement, the Company and CFI entered into a Master Lease Agreement (the “Master Lease Agreement”) which is incorporated by reference. The Master Lease Agreement provides for a 15-year lease term and specifies the base quarterly rental for the real estate described in the rental schedule. The base quarterly rent in the first year is $551,772 and increases 3% annually each year thereafter. During the lease term, all of the costs, expenses and liabilities associated with the real estate are to be borne by the Company, and the Company is entitled to the unlimited use of the real estate. The Master Lease Agreement includes customary events of default, including non-payment by the Company of the quarterly rental or other charges due under any The Master Lease Agreement. The Company intends to utilize the proceeds from the sale of the real estate to pay off outstanding bank debt and for working capital purposes.

The foregoing descriptions of the Sale Leaseback Agreement and the Master Lease Agreement are qualified in their entirety by reference to the full text of the Sale Leaseback Agreement and the Master Lease Agreement (herein, the “Transaction Documents”), copies of each of which are attached as Exhibit Items 10.1 and 10.2, respectively, below.

Important Notice regarding the Transaction Documents

The, Transaction Documents have been included as exhibits to this Current Report on Form 8-K to provide investors and security holders with information regarding their terms. They are not intended to provide any other financial information about the Company or its subsidiaries. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties to the Transaction Documents; may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Documents instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		Agreement for Purchase and Sale dated as of July 31, 2014 between The Longaberger Company, as Seller and CFI NNN Raiders, LLC, as Buyer
10.2		Master Lease Agreement made as of the July 31, 2014 by and between CFI NNN Raiders, LLC, as Landlord and CVSL Inc. as Tenant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CVSL Inc.


Date: August 1, 2014	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number		Description

10.1		Agreement for Purchase and Sale dated as of July 31, 2014 between The Longaberger Company, as Seller and CFI NNN Raiders, LLC, as Buyer
10.2		Master Lease Agreement made as of the July 31, 2014 by and between CFI NNN Raiders, LLC, as Landlord and CVSL Inc. as Tenant

Exhibit 10.1

EXECUTION COPY

AGREEMENT FOR PURCHASE AND SALE

dated as of July 31, 2014

between

THE LONGABERGER COMPANY, as Seller

and

CFI NNN RAIDERS, LLC, as Buyer

TABLE OF CONTENTS

		Page

1.	Description of Subject Property	1

2.	Purchase Price	2

3.	Payment of Purchase Price	2

4.	Closing, and Closing Date	2

5.	Buyer’s Inspection and Review Rights	3

6.	Due Diligence Period	4

7.	Closing Costs	4

8.	Tax, Rent and Expense Proration	5

9.	Risk of Loss	6

10.	Insurance Policies	6

11.	Brokerage Commission	6

12.	Eminent Domain	7

13.	Seller Obligations	7

14.	Conditions Precedent to Buyer’s Obligations Regarding Closing	8

15.	Closing Documents	9

16.	Default of Seller	11

17.	INTENTIONALLY OMITTED	11

18.	RISA Representation	11

19.	Notices	11

20.	Representations and Warranties of Seller	12

21.	Miscellaneous	15

SCHEDULE A –SUMMARY DESCRIPTION FOR EACH PROPERTY

SCHEDULE B - LITIGATION

Exhibit A-1 – Building A Legal Description of the Land

Exhibit A-2 – Building B Legal Description of the Land

Exhibit A-3 – Longaberger Homestead Legal Description of the Land

Exhibit B-1 – Building A List of Contracts

Exhibit B-2 – Building B List of Contracts

Exhibit B-3 – Longaberger Homestead List of Contracts

Exhibit C-1 – Building A List of Licenses

Exhibit C-2 – Building B List of Licenses

Exhibit C-3 – Longaberger Homestead List of Licenses

Exhibit D - Form of Special Warranty Deed

Exhibit E – Form of Master Lease

Exhibit F - Form of Non-Foreign Certificate

AGREEMENT FOR PURCHASE AND SALE

THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is dated as of July 31, 2014 between THE LONGABERGER COMPANY, an Ohio corporation, having an office address set forth Paragraph 19 below (“Seller”) and CFI NNN RAIDERS, LLC, a Delaware limited liability company, having an office address set forth in Paragraph 19 below (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller is the fee simple owner of and is willing to sell the Property (as hereinafter defined) to Buyer, and Buyer is willing to purchase the Property from Seller, upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Buyer and Seller (sometimes referred to as a “Party”, and collectively as “Parties”) agree as follows:

1. Description of Subject Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all Seller’s right, title and interest in and to the following property and rights:

(a) each parcel of land located at the street addresses set forth on Schedule A attached hereto as more fully described on Exhibits A-1 through A-3 attached hereto (individually and collectively, the “Land”);

(b) all rights, privileges and easements appurtenant to the Land including, without limitation, all water and air rights, mineral rights (only to the extent owned by Seller and without any representation or warranty with respect thereto), rights of way, roadways, parking areas, roadbeds, drainage rights, alleyways or other appurtenances used in connection with the Land (to the extent owned by Seller and without any representation or warranty with respect thereto) and any after-acquired title or reversion relating to the Land (with respect to each Property, individually and collectively, “Appurtenant Rights”);

(c) all improvements and fixtures now located on such Land (other than those owned by Tenant (as defined below) under the Lease as defined below) including, without limitation, any and all buildings, structures, parking areas, landscaping improvements, other amenities currently located on the Land and all apparatus, equipment, pumps, motors, railroad track, machinery, treatment and storage facilities, and built-in appliances used or to be used in connection with the operation and occupancy of the Land, such as heating and air conditioning systems, electrical systems, plumbing systems, fire prevention and alarm systems, refrigeration, ventilation, or other facilities or services on such Land (with respect to each Property, individually and collectively, “Improvements”);

(d) all personal property now owned or hereafter acquired by Seller and located on or to be located on or in or used in connection with the Land and Improvements including, without limitation, fittings, appliances, shades, blinds, wall to wall carpet, draperies,

screens and screening, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, deposits and other items of personal property specifically used or to be used in connection with the ownership and operation of the Land or the Improvements, if any (with respect to each Property, individually and collectively, “Personal Property”);

(e) with respect to each Property, Seller’s right, title and interest (a) in and to all contracts, agreements, guarantees, warranties and indemnities, written or oral, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Personal Property and the Lease including, without limitation, those items listed and described in Exhibits B-1 through B-3 attached hereto (collectively, the “Contracts”), and (b) in and to all (i) plans, models, drawings, specifications, blueprints, surveys, engineering reports, environmental reports and other technical descriptions or materials relating in any way to the Land, Improvements, Appurtenant Rights, Personal Property or the Contracts, and (ii) licenses, franchises, certificates, occupancy and use certificates, permits, authorizations, consents, variances, waivers, approvals and the like from any governmental or quasi-governmental entity or instrumentality affecting the ownership, operation or maintenance of the Land or the Improvements, including, without limitation, the items listed in Exhibits C-1 through C-3 attached hereto with respect to each Property, individually and (collectively, the “Licenses”).

All of the property, rights and privileges described in this Paragraph 1 are collectively referred to as individually and collectively, the “Property” or alternatively, the “Building 1 Property,” the “Building 2 Property” or the “Longaberger Homestead Property,” as applicable.

2. Purchase Price. The purchase price for the Property (the “Purchase Price”) is, in the aggregate, FIFTEEN MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($15,800,000.00). The Purchase Price shall be allocated as follows

(a) Building A $3,200,000.00;

(b) Building B $11,400,000.00; and

3. Payment of Purchase Price. The Purchase Price shall be paid, less various adjustments pursuant to the terms of this Agreement, by Buyer to Seller by wire transfer of immediately available funds to Chicago Title of Texas, LLC (in this capacity, “Escrow Agent” and/or “Title Company”, as applicable) located at 14755 Preston Road, Suite 600, Dallas TX 75254, Attention: Becky Brusilow, Tel: (972) 419-4710, Fax (972) 419-4725, to be held in accordance with the terms of this Agreement and Escrow Agents standard strict joint order escrow instructions and released at Closing in accordance with the terms and this Agreement.

4. Closing, and Closing Date. The consummation of the sale by Seller and the purchase by Buyer of the Property (the “Closing”) shall take place on the date which is one (1) business day following Seller’s satisfaction of its obligations under Paragraph 14 below (the “Closing Date”) through escrow at the offices of Escrow Agent. In the event that the Closing does not occur on or before July 31, 2014 (the “Outside Closing Date”), then Buyer shall have the right to terminate this Agreement with the giving of written notice as provided for in this Agreement.

5. Buyer’s Inspection and Review Rights.

(a) Simultaneously with the execution of this Agreement, Seller shall deliver or has already delivered to Buyer the following with respect to Seller and each Property:

(i) Copies of surveys, title insurance commitments, title insurance policies or other title information in the possession of Seller or attainable by Seller.

(ii) Copies of structural and mechanical reports, environmental audit reports and soils reports in the possession of Seller or to the extent in Seller’s possession and control.

(iii) Copies of all zoning information, studies, subdivision plats, right of way agreements and utility agreements to the extent in the possession or control of Seller.

(iv) Copies of permits, occupancy certificates, warranties, guarantees and as-built building plans and specifications respecting the Improvements which are in the possession of Seller.

(v) Copies of the Lease and Contracts and any other agreements affecting the Property, which would be binding upon Buyer following the Closing.

(b) As soon as practicable after the Effective Date, Buyer shall receive, at Seller’s expense (to be paid at Closing as provided in Subparagraph 8(c) below) or Buyer’s expense, if Buyer terminates this agreement as provided in Paragraph 6 and Subparagraph 8(c) below, the following (collectively, “Third-Party Reports”):

(i) A copy of an “as built” survey for the Property.

(ii) An environmental site assessment prepared in accordance with the ASTM E1527-13 standard for the Property.

(iii) A zoning report of the Property.

(iv) An engineering site assessment of the Property.

(v) An appraisal of the Property.

(vi) A Commitment from the Title Company for an owner’s title insurance policy (ALTA form) for the Property (the “Title Commitment”), together with the following:

(A) All exceptions and appurtenances to title referred to in the Title Commitment; and

(B) A statement from Seller as to any additional proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date.

The documents and information described in items (a) and (b) above are referred to in this Agreement as collectively, the “Inspection Documents.”

6. Due Diligence Period.

(a) From the date of this Agreement until such time as this Agreement is either closed or terminated, Buyer, as well as Buyer’s authorized agents and employees and others authorized by Buyer, shall have full and complete access to the Property, during regular business hours upon advance prior notice to Seller, and shall be entitled to enter upon the Property and make such surveying, architectural, engineering, site planning, soil, subsurface, environmental, water drainage, studies respecting availability of all utilities, and other investigations, studies, tests and measurements and to obtain a commitment for title insurance (“Due Diligence”) as Buyer deems necessary or advisable; provided, however, none of the Investigations so conducted will result in any material adverse change to the physical characteristics of the Property. Buyer shall also have the right during such period to inspect and review the Inspection Documents. All such entries shall be at the risk of Buyer and Seller shall have no liability for any injuries sustained by Buyer or any of Buyer’s agents or contractors. Buyer agrees to repair and restore promptly any damage to the Property caused by Buyer or its agents, contractors, consultants, employees, or licensees. Buyer shall conduct its investigations without unreasonably interfering with any ongoing construction of Seller. Buyer agrees to indemnify and hold Seller harmless from any and all loss, claim, action, demand and liability, including the costs of defending any claim, action, demand or suit, including reasonable attorney’s fees, and further including any cost of the collection of such indemnity from Buyer, including reasonable attorney’s fees, which may arise against Seller or the Property by virtue of any of Buyer’s actions pursuant to this Subparagraph 6(a). Buyer agrees to deliver to Seller evidence of liability insurance coverages reasonably satisfactory to Seller, and naming Seller as an additional insured and loss payee, prior to entering the Property to perform any inspections as described in this Subparagraph 6(a).

(b) If the results of any such Due Diligence or the review of the Inspection Documents are unacceptable to Buyer for any reason or no reason, in Buyer’s sole and exclusive discretion, then and in such event Buyer shall have the unqualified right at any time until one (1) day prior to the Closing Date, which may be given by email to the Parties in accordance with Paragraph 19, to terminate this Agreement by giving written notice to Seller; whereupon, this Agreement shall terminate with any Transaction Expenses to be adjusted in accordance with Subparagraph 8(c).

7. Closing Costs. Seller, at its expense, shall pay for all transfer taxes and recordation taxes (if any) and all recording and filing charges in connection with instruments by which Seller conveys the Property. Seller shall pay the cost of any premiums charged by the Title Company for title insurance in favor of the Buyer, extended coverage and such title endorsements as Buyer may reasonably request. Subject to the Expense Cap (as hereinafter defined), Seller shall be responsible for all legal fees of the Transaction should the transaction timely close. Any other items which are customarily incurred or prorated in a purchase and sale

of the type contemplated hereunder shall be assessed to Seller and/or shall otherwise be prorated as of the Closing Date. Notwithstanding the foregoing, Seller’s expenses shall not exceed $350,000.00 (the “Expense Cap”). With the exception of Seller’s legal fees, and Seller’s current mortgages and other liens on the Property, title policy and prorations paid by Tenant under the Lease, any amounts in excess of the Expense Cap shall be the responsibility of Buyer.

8. Tax, Rent and Expense Proration.

(a) Seller and Buyer agree that all ad valorem property taxes on the Property and all other expenses such as utilities, maintenance and other operating expenses incurred in connection with the Property shall be prorated as of the Closing Date, provided, however, if any such amounts (specifically excluding Rent (as defined in the Lease)) are due and owing or payable directly by the Tenant per the terms of the Lease, then such amounts shall not be prorated by the Parties.

(b) The Parties acknowledge that the Land is located in a tax or assessment parcel (the “Unsubdivided Tax Parcel”) which also includes other property. Seller shall use best efforts to have the Land assessed as a separate Tax Parcel (a “New Tax Parcel”) as soon as practicable. Until the Unsubdivided Tax Parcels have been separated to conform to the boundaries of the Land, Seller shall be responsible for payment of its portion of any tax with respect to any such Unsubdivided Tax Parcel, and Seller shall use its commercially reasonable efforts to cause the other property owners to pay their proportionate share of such tax that become due and payable prior to or after Closing. After the Closing, Buyer shall be responsible to pay its proportionate share of such tax that becomes due and payable after Closing. Per the terms of the Lease, Tenant is responsible for an amount equal to 100% of any “Taxes” (as defined in the Lease) with respect to the New Tax Parcel. Prior to Closing and until such time as the Land is separately assessed under a New Tax Parcel, Seller shall notify Tenant of such Tax obligations as required under the Lease. Seller acknowledges that in no event shall Buyer be responsible for paying any Taxes due prior to the Closing. The terms of this provision shall survive Closing.

Seller shall pay all past due real property taxes at Closing with respect to the remaining property Seller owns contiguous to the Property. The payment of those real property taxes shall be paid from the funds received by Seller at Closing.

(c) Buyer and Seller agree that all third-party, out-of-pocket expenses, actually incurred by Buyer (or its affiliates) in connection with closing the transactions contemplated herein (collectively, the “Transaction”) or in connection with any mortgage financing entered into before the Closing (“Mortgage Financing”), including, any deposits or other fees incurred by Buyer as a result of Buyer’s entry into any interest rate hedge loss, sums payable under any other kind of interest rate protection arrangement or so called “rate-lock” fees (individually and collectively, “Transaction Expenses”) will be paid by Seller and Buyer as set forth below. Notwithstanding the foregoing, Seller agrees to reimburse Buyer in the amount of $94,800 for anticipated future Mortgage Financing costs, which will be paid by Seller to Buyer at Closing. Buyer agrees that the foregoing is in full satisfaction of any requirement that Seller pay or otherwise reimburse Buyer for Mortgage Financing costs. Without duplication, Transaction Expenses shall include, but shall not be limited to, legal fees, Mortgage Financing

costs, appraisals, environmental reports, engineering reports or other out-of-pocket third party expenses directly relating to the Transaction for this Closing or incurred in connection with updating any Third-Party Reports. Transaction Expenses shall be apportioned as follows:

(i) If the Transaction closes substantially in accordance with this Agreement, Seller shall reimburse Buyer one hundred percent (100%) of the Transaction Expenses up to a maximum of the Expense Cap;

(ii) If the Transaction does not close because Buyer at any time refuses to close, and is obligated to do so hereunder, Seller shall not reimburse Buyer for Buyer’s Out of Pocket Expenses or Transaction Expenses; and

(iii) If the Transaction does not close through no fault of Buyer and Seller refuses to close, and is obligated to close hereunder, Seller shall reimburse Buyer for Buyer’s Out of Pocket Expenses actually incurred to the date of such Contract termination in accordance with Subparagraph 16(a) below.

(d) Seller shall reimburse Buyer’s Transaction Expenses on the Closing Date. With respect to any Transaction Expenses incurred by Buyer, Buyer shall have the option to credit such amounts as an adjustment to the Purchase Price on the Closing Date in lieu of reimbursement.

(e) The provisions of this Paragraph 8 shall survive Closing or earlier termination of this Agreement.

9. Risk of Loss. Risk of loss prior to the Closing shall be on Seller. If, prior to the Closing, any Property (including any portion thereof) shall be materially damaged by fire or other casualty (the term “material” being defined as a casualty the cost of repair of which would exceed $100,000.00), then Buyer may elect to either accept an assignment of insurance proceeds from Seller and proceed to Closing or terminate this Agreement by written notice to Seller. In the event that Buyer terminates this Agreement, this Agreement shall be null and void and neither Party shall have any further expense or liability hereunder.

10. Insurance Policies. Seller shall maintain all insurance policies affecting the Property until the date of Closing. Thereafter, all insurance policies required under the Lease shall be maintained by Tenant.

11. Brokerage Commission. Seller and Buyer represent and warrant each to the other that they have not dealt with any broker or third party entitled to a commission or fee in connection with the transaction contemplated by this Agreement other than Michael Guagenti of Colliers International (the “Broker”), whose fees are not subject to the Expense Cap and shall be paid by Seller at or prior to Closing. In the event of a breach of the foregoing warranties, the breaching Party agrees to save, defend, indemnify and hold harmless the non-breaching Party from and against any claims, losses, damages, liabilities and expenses, including, but not limited to, attorneys’ fees. The obligations of this Paragraph 11 shall survive the Closing or earlier termination of this Agreement.

12. Eminent Domain. If, prior to the Closing, all or any Property (including any portion thereof) is taken by eminent domain or if condemnation proceedings are commenced, either Party shall have the right to terminate this Agreement. In the event that either Party terminates this Agreement, this Agreement shall be null and void and, with the exception of the payment to Buyer of any unpaid Transaction Expenses as set forth in Subparagraph 8(c) above, neither Party shall have any further expense or liability hereunder.

13. Seller Obligations.

(a) Between the date of this Agreement and the Closing, Seller shall cause each respective Property to be maintained in the same condition and repair as currently being maintained, ordinary wear and tear alone excepted, free from any mechanic’s liens, and shall not cause or permit any physical waste upon any Property.

(b) With respect to each respective Property, Seller further agrees through the Closing Date:

(i) to keep in existence all fire and extended coverage, insurance policies, and all public liability insurance policies, that are in existence as of the date of this Agreement with respect to the Property;

(ii) not to enter into any contract or service agreement with respect to or affecting the Property which would be binding upon Buyer following the Closing Date, without Buyer’s prior written consent;

(iii) not to sell, transfer, pledge, encumber or grant any interest in the Property, or any part thereof, in any form or manner whatsoever or otherwise perform or permit any act which would prevent Seller’s full performance of its obligations hereunder;

(iv) not to incur any additional indebtedness secured by the Property or any portion thereof;

(v) other than the Lease, not to enter into, amend, waive any rights under, terminate or extend any lease, Contract or License, nor apply any security or other deposits held under any lease to delinquent rents, without Buyer’s prior written consent;

(vi) to file all tax returns required by the taxing authorities in connection with the ownership and operation of the Property, and to pay all taxes and special assessments levied against or incurred in connection with the ownership or operation of the Property, as such taxes and special assessments become due and payable; and to promptly advise Buyer in writing as such matters come within the knowledge of Seller of any (A) material changes, additions, deletions or modifications in or to any of the materials delivered to Buyer pursuant to this Agreement and promptly provide Buyer with true, complete and correct copies of such changes, additions, deletions or modifications and (B) changes in circumstances which would render the representations and warranties made by Seller herein false or misleading in any material respect; and

(vii) to the extent assumed by Buyer or binding upon Buyer following the Closing, to comply with the terms of all Licenses, Contracts and any other agreements affecting the Property.

14. Conditions Precedent to Buyer’s Obligations Regarding Closing. In addition to any other conditions set forth in this Agreements Buyer’s obligation to consummate the purchase of the Property is expressly contingent upon the following provisions, any of which may be waived by written notice from Buyer to Seller:

(a) Seller shall have complied with and otherwise performed each, of the covenants and obligations of Seller set forth in this Agreement (including, without limitation, delivery of all of the documents and other items required of Seller pursuant to Subparagraph 15(a) below).

(b) All representations and warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the date of Closing.

(c) There shall have been no adverse change to the title to the Property (including, without limitation, the addition of any mechanic’s or materialman’s lien or any other encumbrance) between the date of issuance of the Title Commitment and Closing that is not going to be released or removed at Closing, and the Title Company shall have issued owner’s title insurance commitment for the Property on the Land and the Improvements and be prepared to issue to Buyer upon the Closing reasonable endorsements to the fee simple owner’s policies on the Land and the Improvements.

(d) The Property shall be in substantially the same condition on the date of Closing as of the date hereof subject, however, normal wear and tear only, no material adverse change shall have occurred with respect to the Property since the date of this Agreement.

(e) Neither Seller nor any agent of Seller shall have received any notices from any city, county or any governmental authority of any taking of any Property, or any portion of any Property, by eminent domain or similar proceeding, and no such taking or other condemnation of any Property, or any portion thereof, shall be threatened or contemplated by any such governmental authority.

(f) The Land shall be contiguous to and have or legal right to direct vehicular access to a maintained street or highway.

(g) Seller shall have presented evidence satisfactory to Buyer and the Title Company with respect to the right, power and authority of designated representative(s) of Seller to execute the closing documents and consummate the sale of the Property. Seller shall have obtained all consents necessary to effectuate this transaction and provide Buyer with evidence thereof.

(h) Seller shall have delivered to Buyer a tenant estoppel certificates in the form required under the Lease dated not later than the Closing from (A) Tenant stating, among other things, that as of the date of the certificate (i) Tenant has accepted possession of the Land and Improvements, (ii) the amount of Basic Rent payable under the Lease and the date through

which it has been paid, (iii) Landlord is not in default under the Lease, (iv) Tenant is not entitled to any rental credits against Basic Rent or Additional Rent under the Lease, and (v) Tenant has no right to terminate the Lease.

(i) The Title Commitment shall be a proforma and effectively dated as of the Closing Date, deleting all requirements thereunder so as to obligate the Title Company to issue to Buyer an original owner’s policy of title insurance in the amount of the Purchase Price subject only to the Permitted Exceptions (as hereinafter defined), and shall provide such affirmative coverage and endorsements as Buyer may reasonably require provided the same are available at commercially reasonable rates and are customary in similar commercial transactions. As used herein, “Permitted Exceptions” shall mean (i) ad valorem real property taxes and assessments for the year of Closing and thereafter, and water, sewer and other assessments, if any, so long as the foregoing are not yet due and payable (or due and payable within sixty (60) days following the Closing Date), (ii) the rights of the Tenant under the Lease, as a Tenant only, and (iii) those matters which Buyer approves in writing as being acceptable to Buyer in its reasonable discretion.

(j) Buyer shall satisfy itself that to the extent there are any zoning requirements affecting the Property, that the Property is in compliance with same.

(k) Seller shall have delivered to Buyer any title related estoppels reasonably requested by Buyer, which estoppels shall address such items including, but not limited to, the existence of any reverter rights, purchase options, rights of first refusal, and the satisfaction of any monetary obligations of Seller.

(l) CVSL Inc., a Florida corporation as “Tenant,” and Buyer shall have agreed to and delivered a Master Lease in the form of Exhibit E attached hereto and made part hereof (the “Lease”).

(m) Buyer shall be satisfied with the results of its review of the Third-Party Reports in all respects.

15. Closing Documents.

(a) At Closing, the Seller shall deliver to Buyer the following for each Property (collectively, the “Closing Documents”):

(i) Fee simple title to the Property, free from liens, encumbrances. restrictions, rights-of-way and other matters, excepting only the Permitted Exceptions and any other matter consented to in writing by Buyer.

(ii) An appropriate “Seller’s Affidavit” or other acceptable evidence attesting to the absence of liens, lien rights, rights of parties in possession (other than any Tenant) and other encumbrances arising under Seller (other than the Permitted Exceptions) naming both Buyer and Title Company as benefited parties, so as to enable Title Company to delete the “standard” exceptions for such matters from Buyer’s owner’s policy of title insurance and otherwise insure any “gap” period occurring between the Closing and the recordation of the closing documents.

(iii) A duly executed Limited Warranty Deed or equivalent for each Property, in the form attached hereto as Exhibits D (individually and collectively, the “Deed”).

(iv) If requested by Buyer, an assignment of all Contracts duly executed by Seller, if any, together with evidence, satisfactory to Buyer, that Seller has paid any and all fees necessary to assign such Contracts to the Buyer (if any are so required).

(v) A bill of sale duly executed by Seller acknowledging that no portion of the personal property being conveyed is attributable to the Purchase Price.

(vi) Seller’s counterpart of a closing and proration statement executed by Seller.

(vii) An appropriate FIRPTA Affidavit or Certificate by Seller, evidencing that Seller is not a foreign person or entity under Section 1445 of the Internal Revenue Code of 1986 (as amended, collectively, the “IRC”), in the form attached hereto as Exhibit F.

(viii) Such documents as Buyer’s counsel or the Title Company may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents conveying the Property to Buyer.

(ix) To the extent not heretofore delivered to Buyer and in Seller’s possession: (i) any plans and specifications for the Improvements; (ii) all unexpired warranties and guaranties which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Improvements; (iii) all keys for all Improvements; (iv) originals of the Lease, all correspondence to or from Tenant relating to the Lease; and (v) originals of all Contracts and Licenses that will remain in effect after the Closing.

(x) The Lease executed by Tenant together with the Security Deposit (as defined in the Lease) by wire transfer as directed by Buyer; provided, however, Seller shall deposit from the sales proceeds the amount of the Security Deposit with Buyer as Landlord which Landlord will hold and disburse pursuant to the Lease.

(xi) Such other documents and papers which may be necessary to the consummation of the transaction described in this Agreement as may be reasonably requested by Buyer or Buyer’s counsel.

(b) At Closing, Buyer shall:

(i) Deliver to Seller the balance of the Purchase Price due.

(ii) Execute such documents described in this Agreement to be executed by Buyer and deliver such other documents and papers which may be necessary to the consummation of the transaction described in this Agreement as may be reasonably requested by Seller or Seller’s counsel.

16. Default of Seller.

(a) In the event that Seller breaches or defaults upon any of the covenants, representations, warranties and/or agreements of Seller contained in this Agreement and Buyer has given written notice of same to Seller and Seller fails to cure same on or before the outside Closing Date, then Buyer, as Buyer’s sole and exclusive remedies, shall have the option of (i) taking such title as Seller can give with an abatement of the Purchase Price in the amount of reasonably ascertainable monetary liens, (ii) terminating this Agreement, in which case, Seller will reimburse Buyer for Buyer’s Out of Pocket Expenses (as hereinafter defined), and neither Buyer nor Seller shall have any further liability under this Agreement except with respect to those provisions of this Agreement which expressly survive termination, or (iii) commencing an action for specific performance of this Agreement. For the purposes of this Agreement, the term “Buyer’s Out of Pocket Expenses” shall mean the lesser of (i) the Expense Cap or (ii) the aggregate of all costs, expenses, fees actually incurred by Buyer in connection with the transaction contemplated by this Agreement, including, but not limited to, any reasonable attorney’s fees incurred in preparing and/or negotiating this Agreement, all costs and expenses (including any and all amounts paid by Buyer for the Third Party Reports) and expenses (including any and all amounts paid to Buyer’s lender) incurred by Buyer but only if incurred prior to or at Closing as a result of Buyer’s potential interest rate hedge loss or sums payable under any other kind of interest rate protection arrangement.

17. INTENTIONALLY OMITTED.

18. ERISA Representation. Neither Seller nor Buyer is an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and neither Seller’s nor Buyer’s assets constitute assets of any such “employee benefit plan” (“plan assets”) as defined in 25 CFR Section 2510.3-101 or other applicable law governing the definition of “plan assets” of such “employee benefit plans”.

19. Notices. Any notice required or permitted to be given under this Agreement shall be given in writing and sent by (a) personal delivery, (b) overnight delivery service with proof of delivery, or (c) electronic mail transmission sent to the intended addressee at its address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given either at the time of personal delivery, or, in the case of expedited delivery service, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of electronic transmission, as of the date of the electronic transmission provided that an original of such electronic transmission is also sent to the intended addressee by means described in clauses (a) or (b)above.

To Seller: The Longaberger Company

2400 Dallas Parkway, Suite 250

Plano, TX 75093

Email: ryanmack@richmont.net

With copies to: Wright Ginsberg Brusilow P.C.

14755 Preston Road, Suite 600

Dallas, TX 75254

Attention: David E. Brusilow

Email: brusilow@wgblawfirm.com

If to Buyer: c/o Colony Capital Acquisitions, LLC

2450 Broadway, 6th Floor

Santa Monica, CA 90404

Attention: Director of Legal Department
Email: DPalame@colonyinc.com

With copies to: c/o Colony Capital Acquisitions, LLC

712 Fifth Avenue, 35th Floor

New York, NY 10019

Attention: Georges Asmar
Email: GAsmar@colonyinc.com

And to: Polsinelli PC
900 Third Avenue
New York, NY 10022
Attention: Brook S. Clark
Email: bclark@polsinelli.com

20. Representations and Warranties of Seller. Seller represents and warrants to, Buyer that:

(a) Seller is duly organized, validly existing and in good standing under the laws of the State of Ohio and has full right, power and authority to execute and deliver this Agreement and at Closing will have the full right, power and authority to consummate the transactions contemplated herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties;

(b) This Agreement constitutes a valid and legally binding agreement and obligation of Seller, enforceable in accordance with its terms;

(c) There are no taxes, charges or assessments of any nature or description arising out of the conduct of the Seller’s business or the operation of the Property which would constitute a lien against the Property that will be unpaid at the date of Closing or not paid from Seller’s closing proceeds;

(d) (A) The obligations of Seller or the Property with regard to all applicable covenants, easements and restrictions against the Property have been and are being performed in a proper and timely manner, (B) To Seller’s knowledge, Seller is not currently in default under any agreement, order, judgment or decree relating to the Property (other than payment of ad valorem taxes which will be paid at Closing) and (C) To Seller’s knowledge no conditions or circumstances exist which, with the giving of notice or passage of time, or both, would constitute a default or breach with respect to any of the foregoing in (A) or (B) above;

(e) No leases affecting the Property or any part thereof will be in existence as of the Closing, except for the Lease;

(f) No Contracts affecting the Property or any part thereof will be in existence as of the Closing, except as set forth on Exhibits B-1 through B-3 attached hereto;

(g) Seller holds no Licenses with respect to the Property, except as disclosed in Exhibits C-1 through C-3 attached hereto;

(h) All of the documents in Seller’s possession or control relating to the Property and required pursuant to section 5 (a) have been delivered to Buyer;

(i) No person, firm or entity, except Buyer, has asserted any rights in or to acquire any interest in the Property or any part thereof;

(j) Neither Seller nor, to Seller’s knowledge, Tenant has made an assignment for the benefit of creditors, nor has Seller or, to Seller’s knowledge, Tenant filed, or had filed against it, any petition in bankruptcy;

(k) Seller shall not have taken any action that would cause any of the representations, warranties and covenants of this Agreement to be incorrect in any material respect, and shall promptly notify Buyer of any event or condition known to Seller that occurs prior to Closing that would cause any of the foregoing representations to be incorrect or no longer correct in any respect;

(l) There are no outstanding options or rights of first refusal in favor of any other party to purchase the Property or any portion thereof or interest therein or a right to receive any profit participation or other interest (whether exercisable now or upon any subsequent resale of any Property or any portion thereof).

(m) Seller has received no notice of any condemnation or eminent domain proceedings instituted against the Property or any part thereof;

(n) Except as may be disclosed in the Third Party Reports and to Seller’s knowledge, neither the Property nor any part thereof is subject to any building code or similar violations or remedial obligations under any applicable laws and no Property or any part thereof fails to comply with any applicable governmental regulations, laws or ordinances;

(o) Seller has received no notice that there is any litigation, action, or other proceeding pending or, to Seller’s knowledge. threatened (whether such matters are brought at law, in equity or before any administrative agency or other governmental body or instrumentality) relating to Seller and the Property or any portion thereof, or the transactions contemplated by this Agreement, except as set forth in Schedule B;

(p) With respect to that certain the Reciprocal Access, Utility Easements, Covenants, Restrictions and Utility Services Agreement dated as of October 8, 2012 (the “REA”), Seller represents and warrants as follows to the best of its knowledge: (i) the REA is in full force and effect, and all payments due under the REA (if any) have been paid in accordance

therewith; (ii) the REA has not been modified, supplemented, or amended in any way, except as disclosed in writing to Buyer; (iii) there exists no default under, violation of, or failure to comply with the REA, and no event has occurred that with the giving or notice or the passage of time, or both, would constitute a default under, violation of, or failure to comply with the REA by any party thereto; (iv) Seller has neither sent nor received any notice of default under the REA which has not been fully cured; and (v) no levies or liens have been placed on any property covered by the REA, as amended, by Seller, except for that certain mortgage on the Property in favor of KeyBank National Association.

(q) Except as may be disclosed in the Third Party Reports, to Seller’s knowledge, neither the Property nor any part thereof is subject to any violations or remedial obligations under any Environmental Laws and to Seller’s knowledge, no Property or any part thereof fails to comply with any Environmental Laws; and

(r) All representations and warranties of Seller contained in this Agreement are true, accurate and correct in all material respects as of the date hereof and Seller shall deliver to Buyer at Closing a certificate certifying that they are still true, accurate and correct in all material respects as of the Closing Date.

The following definitions shall apply to Paragraph 20: “Environmental Laws” means all federal, state and local laws, ordinances, rules, orders, statutes, codes and regulations applicable to any Property and (i) relating to the environment, human health or natural resources, (ii) regulating, controlling or imposing liability or standards of conduct concerning Hazardous Materials, or (iii) regulating the clean up or other remediation of any Property or any portion thereof, as any of the foregoing may have been amended, supplemented or supplanted from time to time, including, without limitation, the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. §§ 6901 6987, as amended by the Hazardous and Solid Waste Amendments of 1984, CERCLA, the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801 1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601 2671, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq. “Hazardous Materials” means all chemicals, petroleum, crude oil or any fraction thereof, hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, asbestos containing materials and/or products, urea formaldehyde; any substances which are classified as “hazardous” or “toxic” under CERCLA or any other applicable Environmental Law; hazardous waste or solid waste as defined under the Solid Waste Disposal Act, as amended 42 U.S.C. § 6901; air pollutants regulated under the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; pollutants as defined under the Clean Water Act, as amended, 33 U.S.C. § 1251, et seq., any pesticide as defined by Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. § 136, et seq., any hazardous chemical substance or mixture or imminently hazardous substance or mixture regulated by the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., any substance listed in the United States Department of Transportation Table at 45 CFR 172.101; any pollutants, contaminants, chemicals, explosives or radioactive materials regulated by Environmental Laws.

21. Representations and Warranties of Buyer. Buyer represents and warrants to, Seller that:

(a) Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full right, power and authority to execute and deliver this Agreement and at Closing will have the full right, power and authority to consummate the transactions contemplated herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties;

(b) This Agreement constitutes a valid and legally binding agreement and obligation of Buyer, enforceable in accordance with its terms; and

(c) All representations and warranties of Buyer contained in this Agreement are true, accurate and correct in all material respects as of the date hereof and Seller shall deliver to Seller at Closing a certificate certifying that they are still true, accurate and correct in all material respects as of the Closing Date.

22. Miscellaneous.

(a) All the warranties, representations and indemnities contained in this Agreement shall survive the Closing or earlier termination of this Agreement for a period of six (6) months.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

(c) This Agreement and the attached Schedule and Exhibits contain the entire understanding and agreement by and between the Parties with respect to the subject matter of this Agreement and all prior or contemporaneous oral or written agreements or instruments are merged in this Agreement and no amendment to this Agreement shall be effective unless the same is in writing and signed by the Parties hereto.

(d) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns.

(e) The captions and headings throughout this Agreement are for convenience and reference only and the words contained therein shall in no way be held to define or add to the interpretation, construction or meaning of any provision of this Agreement.

(f) This Agreement may not be changed orally, but only by an agreement in writing signed by both Buyer and Seller. No waiver of any of the provisions to this Agreement shall be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced.

(g) Each Party represents and warrants to the other Party that the execution of this Agreement and any other documents required or necessary to be executed pursuant to the provisions of this Agreement are valid, binding obligations and are enforceable in accordance with their terms.

(h) The Title Company shall serve as the “real estate reporting person” as that term is defined in Section 6045(e) of the IRC. This Agreement shall constitute a designation

agreement, the name and address of the transferor and transferee of the transaction contemplated hereby appear in Paragraph 19 hereof and Seller and Buyer agree to retain a copy of this Agreement for a period of four (4) years following the end of the calendar year in which the Closing occurs. The provisions of this Subparagraph (h) shall survive Closing.

(i) Both Seller and Buyer agree that no part of the Purchase Price was paid for the personal property being conveyed under this Agreement. Buyer and Seller agree to report the federal, state and local income and other tax consequences of the transaction contemplated by this Agreement and in particular, report the information required by Section 1060(b) of the IRC in a manner consistent with the statement above.

(j) Both Seller and Buyer agree that they will cooperate, without further consideration, in taking such action, whether prior or subsequent to the Closing, as may be reasonably requested by the other Party to consummate the transaction contemplated by this Agreement. The provisions of this Subparagraph (j) shall survive the Closing.

(k) Until this Agreement is terminated, Seller agrees not to solicit, accept, entertain, consider, negotiate, discuss or pursue any offers or expressions of interest to purchase the Property, or portion thereof, from any prospective purchasers.

(l) The provisions of this Agreement and the documents to be executed and delivered at Closing are and will be for the benefit of Seller, Buyer and their permitted successors and assigns only and are not for the benefit of any third party and, accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at the Closing.

(m) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week. exclusive of federal and national bank holidays. In the event that any event under this Agreement is to occur. or a time period is to expire, on a date which is not a business day, such event shall occur or time period shall expire on the next succeeding business day.

(n) Buyer may assign or transfer its rights and obligations under this Agreement without the consent of Seller. Buyer shall notify Seller of any such assignment or transfer at least one (1) business day prior to Closing. Upon such transfer, the terms and provisions of this Agreement shall inure to the benefit of and be binding upon Buyer’s assigns and Buyer shall be released from all further obligations and liability hereunder.

(o) In order to expedite the transaction contemplated herein, electronic mail of pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the emailed document, are aware that the other party will rely on the emailed facsimile signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

(p) This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

(q) In the event suit is brought to enforce or interpret all or any portion of this Agreement or if suit is brought for liquidated damages or for any other relief permitted under this Agreement, the Party, if any, awarded costs in such suit shall be entitled to recover, as an element of such costs, and not as damages, reasonable attorneys’ fees incurred in connection with such suit. Without limiting the generality of the foregoing, attorneys’ fees shall be determined at the normal hourly rates charged by the person doing the work, regardless of whether said fees bear a reasonable relationship to the relief obtained. A Party which is not entitled to recover costs in any such suit shall not be entitled to recover its attorney’s fees.

(r) Seller shall not take any action that would cause any of the representations, warranties and covenants of this Agreement to be incorrect in any material respect, and shall promptly notify Buyer of any event or condition known to Seller that occurs prior to Closing that would cause any of the foregoing representations to be incorrect or no longer correct in any respect.

[Signatures immediately follow this page.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives tender seal on the day first above written.

	SELLER:

WITNESS:	THE LONGABERGER COMPANY


	By:	/s/ Kelly L. Kittrell
	Name:	Kelly L. Kittrell
	Its:	Chief Financial Officer

[Signature Page to Agreement for Purchase and Sale]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives tender seal on the day first above written.

	BUYER:

WITNESS:	CFI NNN RAIDERS, LLC,
	a Delaware limited liability company

	By:
	Name:	Mark M. Hedstrom
	Its:	Vice President

[Signature Page to Agreement for Purchase and Sale]

SCHEDULE OF EXHIBITS:

SCHEDULE A –SUMMARY DESCRIPTION FOR EACH PROPERTY

SCHEDULE B - LITIGATION

Exhibit A-1 – Building 1 Legal Description of the Land

Exhibit A-2 – Building 2 Legal Description of the Land

Exhibit A-3 – The Longaberger Homestead Legal Description of the Land

Exhibit B-1 – Building 1 List of Contracts

Exhibit B-2 – Building 2 List of Contracts

Exhibit B-3 – Longaberger Homestead List of Contracts

Exhibit C-1 – Building 1 List of Licenses

Exhibit C-2 – Building 2 List of Licenses

Exhibit C-3 – Longaberger Homestead List of Licenses

Exhibit D - Form of Special Warranty Deed

Exhibit E – Form of Master Lease

Exhibit F - Form of Non-Foreign Certificate for Seller

SCHEDULE A

PARTIES AND SUMMARY DESCRIPTION FOR EACH PROPERTY

1. Property: The property commonly known as “Building A” located at 5563 Raiders Road, Frazeysburg, OH 43822, together with the buildings and all improvements located thereon consisting of approximately 200,000 square feet on a 23 acre site, more or less, all designated on Exhibit A-1 annexed hereto and made a part hereof.

2. Property: The property commonly known as “Building B” located at 5563 Raiders Road, Frazeysburg, OH 43822, together with the buildings and all improvements located thereon consisting of approximately 812,623 square feet on a 61 acre site, more or less, all designated on Exhibit A-2 annexed hereto and made a part hereof.

3. Property: The property commonly known as “Longaberger Homestead” located at 6055 Raiders Road, Frazeysburg, OH 43822, together with the buildings and all improvements located thereon consisting of approximately 721,300 square feet on a 31.84 acre site, more or less, all designated on Exhibit A-3 annexed hereto and made a part hereof.

SCHEDULE B

LITIGATION

1. Claim for payment by Engineering Excellent Regional Services, LLC @$20,000.

2. Claim for payment by Imperial Systems, Inc. @$7,631.65.

3. Claim for payment by IMP Mechanical, Inc. @$54,000.

EXHIBIT A-1

LEGAL DESCRIPTION OF BUILDING A PROPERTY

Situated in the State of Ohio, County of Muskingum, Township of Cass, Quarter Township 2, and being part of the East Half of Section 6, Township 3, Range 8, United States Military Lands, and being part of the lands presently owned by the Longaberger Company as per Deed Record 1007, Page 525, and being more particularly described as follows:

Beginning for reference at an iron pin found at the Northeast Corner of the Southwest Quarter of Section 6, Township 3, Range 8, United States Military Lands;

Thence along the mid-section line, South 87 degrees 57 minutes 11 seconds East 566.28 feet to a point on the east line of Loop Road,(Private Road);

Thence along the east line of said road North 26 degrees 46 minutes 35 seconds East, 268.27 feet to a PK nail set, and the principal place of beginning;

Thence continuing along the lines of said Loop Road the following four courses:

1.) North 26 degrees 46 minutes 35 seconds East, 702.11 feet to an iron pin set;

2.) Along a curve to the right having a delta angle of 89 degrees 18 minutes 29 seconds, a radius of 258.00 feet and an arc length of 402.15 feet, and a chord which bears North 71 degrees 25 minutes 52 seconds East, 362.66 feet to an iron pin set;

3.) South 63 degrees 54 minutes 50 seconds East, 985.36 feet to an iron pin set;

4.) South 47 degrees 12 minutes 35 seconds East, 41.43 feet to an iron pin set on the right of way of Raiders Road,(Co. Rd. 616);

Thence along the right of way said road the following four courses:

1.) Along a curve to the left having a delta angle of 17 degrees 33 minutes 19 seconds, a radius of 1954.86 feet and an arc length of 598.96 feet, and a chord which bears South 19 degrees 09 minutes 56 seconds West, 596.62 feet to a point;

2.) South 79 degrees 36 minutes 43 seconds East, 5.00 feet to a point;

3.) Along a curve to the left having a delta angle of 08 degrees 08 minutes 50 seconds, a radius of 1949.86 feet and an arc length of 277.26 feet, and a chord which bears South 06 degrees 18 minutes 52 seconds West, 277.02 feet to an iron pin set;

4.) South 02 degrees 09 minutes 04 seconds West, 104.65 feet to an iron pin set;

Thence through the lands presently owned by the Longaberger Company,(DR 1007-525) North 63 degrees 49 minutes 45 seconds West, 1504.35 feet to the principal place of beginning, containing 29.37 acres more or less, passing an iron pin set at 191.27 feet;

Note: Legal access to the above described parcel is contained in an agreement between The Longaberger Company, Fanatics Ohio Property Holding Inc., and East Central Ohio Business Park Association, as found in Musk. Co. Records, OR 2426-693, page 7, Item 4.

EXHIBIT A-2

LEGAL DESCRIPTION OF BUILDING B PROPERTY

Situated in the State of Ohio, County of Muskingum, Township of Cass, Quarter Township 2, and being part of the East Half of Section 6,Township 3, Range 8, United States Military Lands, and being part of the lands presently owned by the Longaberger Company as per Deed Record 1007, Page 525, and being more particularly described as follows:

Beginning for reference at an iron pin found at the Northeast corner of the Southwest Quarter of Section 6, Township 3, Range 8, United States Military Lands;

Thence along the mid-section line, South 00 degrees 07 minutes 44 seconds East, 1702.43 feet to an iron pin found;

Thence along the north line of lands presently owned by the Longaberger Company,(DR 1063-125), South 88 degrees 50 minutes 30 seconds East, 203.37 feet to a PK nail set on the east line of Loop Road;

Thence across a private road, North 09 degrees 52 minutes 15 seconds East, 82.02 feet to a PK nail set, on the east line of said Loop Road, and the principal place of beginning;

Thence along the east line of said road the following four courses:

1.) Along a curve to the left having a delta angle of 8 degrees 19 minutes 49 seconds, a radius of 897.50 feet and an arc length of 130.49 feet, and a chord which bears North 03 degrees 05 minutes 12 seconds East, 130.38 feet to an iron pin set;

2.) North 01 degrees 04 minutes 46 seconds West, 672.92 feet to an iron pin set;

3.) Along a curve to the right having a delta angle of 25 degrees 34 minutes 47 seconds, a radius of 457.50 feet and an arc length of 204.25 feet, and a chord which bears North 12 degrees 50 minutes 56 seconds East, 202.56 feet to an iron pin set;

4.) North 26 degrees 46 minutes 35 seconds East, 945.97 feet to a PK nail set;

Thence through the lands presently owned by the Longaberger Company,(DR 1007-525), South 63 degrees 49 minutes 45 seconds East, 1504.35 feet to an iron pin set on the right of way of Raider’s Road,(Co. Rd. 616), passing an iron pin set at 1313.08 feet;

Thence along said right of way the following two courses:

1.) South 02 degrees 09 minutes 04 seconds West, 637.24 feet to an iron pin set;

2.) Along a curve to the right having a delta angle of 23 degrees 46 minutes 51 seconds, a radius of 1392.39 feet and an arc length of 577.92 feet, and a chord which bears, South 14 degrees 02 minutes 29 seconds West, 573.78 feet to an iron pin set on the north line of a Private Road;

Thence along the north line of said road the following eight courses:

1.) South 84 degrees 12 minutes 47 seconds West, 7.17 feet to a point;

2.) North 75 degrees 19 minutes 02 seconds West, 111.76 feet to a point;

3.) North 89 degrees 05 minutes 01 seconds West, 24.46 feet to an iron pin set;

4.) South 89 degrees 05 minutes 03 seconds West, 628.16 feet to an iron pin set;

5.) South 00 degrees 54 minutes 57 seconds East, 12.00 feet to an iron pin set;

6.) South 89 degrees 05 minutes 03 seconds West, 732.82 feet to an iron pin set;

7.) Along a curve to the right having a delta angle of 11 degrees 48 minutes 55 seconds, a radius of 442.50 feet and an arc length of 91.25 feet, and a chord which bears North 85 degrees 33 minutes 22 seconds West, 91.09 feet to a point;

8.) North 80 degrees 11 minutes 47 seconds West, 62.33 feet to the principal place of beginning, containing 60.67 acres more or less;

EXHIBIT A-3

LEGAL DESCRIPTION OF LONGABERGER HOMESTEAD PROPERTY

Situated in the State of Ohio, County of Muskingum, Township of Cass, Quarter Township 2, and being part of Section 6, and Section 15, Township 3, Range 8, United States Military Lands, and being part of the lands presently owned by the Longaberger Company as per Deed Record 1063, Page 125, and being more particularly described as follows:

Beginning for reference at an iron pin set on the southeast corner of the Southwest Quarter of Section 6, Township 3, Range 8, United States Military Lands;

Thence along the line between Sections 6 and 15, North 88 degrees 23 minutes 24 seconds West, 260.28 feet to an iron pin set on the east line of Loop Road,(a private drive), and the principal place of beginning;

Thence along the east line of said road the following two courses:

1.) North 26 degrees 21 minutes 17 seconds East, 876.75 feet to an iron pin set, passing the mid-section line at 583.40 feet;

2.) Along a curve to the left having a delta angle of 13 degrees 51 minutes 53 seconds, a radius of 897.50 feet, an arc length of 217.18 feet, a chord which bears North 19 degrees 25 minutes 20 seconds East, 216.65 feet to a PK nail set on the south line of another private road;

Thence along the south line of said road, the following three courses:

1.) South 85 degrees 42 minutes 29 seconds East, 62.72 feet to a point;

2.) Along a curve to the left having a delta angle of 11 degrees 39 minutes 17 seconds, a radius of 518.50 feet, an arc length of 105.47 feet, and a chord which bears South 85 degrees 33 minutes 22 seconds East, 105.29 feet to an iron pin set;

3.) North 89 degrees 05 minutes 03 seconds East, 851.18 feet to a PK nail set;

Thence leaving the south line of said road, and through Longaberger Company lands, and along the southwest line of lands presently owned by Franklin Real Estate,(DR 547-399), South 39 degrees 57 minutes 51 seconds East, 502.32 feet to an iron pin set on the north right of way of Raiders Road,(Co. Rd. 616), passing a PK nail set at 28.40 feet, and an iron pin found at 488.52 feet;

Thence along the said right of way, South 39 degrees 56 minutes 03 seconds West, 1052.42 feet to an iron pin set, passing the section line at 836.32 feet;

Thence leaving said right of way line, and through said Longaberger lands, North 88 degrees 23 minutes 24 seconds West, 1218.73 feet to an iron pin set on the east line of Loop Road;

Thence along the east line of said road the following two courses:

1.) Along a curve to the left having a delta angle of 7 degrees 45 minutes 10 seconds, a radius of 839.99 feet, an arc length of 113.66 feet, and a chord which bears North 30 degrees 13 minutes 49 seconds East, 113.57 feet to an iron pin set;

2.) North 26 degrees 21 minutes 17 seconds East, 76.90 feet to the principal place of beginning, containing 35.70 acres more or less;

EXHIBIT B-1

BUILDING A LIST OF CONTRACTS

NONE.

EXHIBIT B-2

BUILDING B LIST OF CONTRACTS

NONE.

EXHIBIT B-3

LONGABERGER HOMESTEAD LIST OF CONTRACTS

NONE.

EXHIBIT C-1

BUILDING A LIST OF LICENSES

NONE.

EXHIBIT C-2

BUILDING B LIST OF LICENSES

NONE.

EXHIBIT C-3

LONGABERGER HOMESTEAD LIST OF LICENSES

NONE.

EXHIBIT D

FORM OF LIMITED WARRANTY DEED

LIMITED WARRANTY DEED

O.R.C. §5302.07

KNOW ALL MEN BY THESE PRESENTS that The Longaberger Company, an Ohio corporation (“Grantor”), whose tax mailing address is , for valuable consideration paid by CFI NNN Raiders, LLC, a Delaware limited liability company (“Grantee”), whose tax mailing address is: c/o Colony Capital Acquisitions, LLC, 2450 Broadway, 6th Floor, Santa Monica, CA 90404, Attention: Director of Legal Department, the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and convey to Grantee, with limited warranty covenants, all the estate, right, title and interest of the Grantor in and to the following real property:

Situated in the State of Ohio, County of Muskingum and Township of Cass, as more fully described on Exhibit A attached hereto, and made a part hereof.

Last Transfer: Deed Book , Page , in the Deed of Records of County, Ohio

Parcel Nos.:

And further subject to the Permitted Exceptions as are set forth and more fully described on Exhibit B attached hereto, and made a part hereof.

Grantor has executed this Limited Warranty Deed this day of , 2014.

	THE LONGABERGER COMPANY

	By:	/s/ Kelly L. Kittrell
	Name:	Kelly L. Kittrell
	Its:	Chief Financial Officer

STATE OF OHIO	)

COUNTY OF	) ss:

BE IT REMEMBERED, that on this day of , 20 , before me, the subscriber, a Notary Public in and for said state, personally came , the of as the duly authorized representative of the Grantor in the foregoing Limited Warranty Deed, and acknowledged the signing thereof to be his/her and its voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal on this day and year aforesaid.


	Notary Public

Instrument Prepared By:

Polsinelli PC
900 Third Avenue
New York, NY 10022
Attention: Brook S. Clark

[LEGAL DESCRIPTIONS AND PERMITTED EXCEPTIONS TO ATTACHED AS EXHIBITS A AND B, RESPECTIVELY]

EXHIBIT E

FORM OF MASTER LEASE

[ATTACHED HERETO]

EXHIBIT F

FIRPTA CERTIFICATE

Section 1445 of the Internal Revenue Code provides that a transferee (Buyer) of a U.S. real property interest must withhold tax if the transferor (Seller) is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local laws) will be the transferor of the property and not the disregarded entity. To inform the transferee (Buyer) that withholding of tax is not required upon the disposition of a U.S. real property interest by The Longaberger Company, an Ohio corporation (“Transferor”) the undersigned hereby certifies the following:

1. The undersigned and Transferor are not foreign corporations, foreign partnerships, foreign trusts, or foreign estates (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

2. Transferor is a disregarded entity as defined in Section 1.445-2(b)(2)(iii).

3. The undersigned’s Federal Employer Identification Number is 31-1311748.

4. The undersigned’s and Transferor’s office address is: 2400 Dallas Parkway, Suite 250, Plano, TX 75093.

5. The address or description of the property which is the subject matter of the disposition is: Building “A: located at 5563Raiders Road, Building “B” located at 5563 Raiders Road and the “Longaberger Homestead located at 6055 Raiders Road each in the town of Frazeysburg, State of Ohio.

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

The undersigned declares that it has examined this certification and to the best of its knowledge and belief, it is true, correct and complete, and further declares that the individual executing this certification on behalf of the undersigned and Transferor has full authority to do so.

Date: July , 2014	TRANSFEROR:

	THE LONGABERGER COMPANY
	an Ohio corporation

	By:	/s/ Kelly L. Kittrell
	Name:	Kelly L. Kittrell
	Its:	Chief Financial Officer

Exhibit 10.2

EXECUTION COPY

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 Tenant

TABLE OF CONTENTS

		Page

1.	Certain Definitions	1

2.	Demise of Premises	1

3.	Title and Condition	1

4.	Use of Leased Premises; Quiet Enjoyment	3

5.	Term	3

6.	Rent and Security Deposit	4

7.	Unitary Lease; Net Lease; Non-Terminability	5

8.	Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements	7

9.	Liens; Recording and Title	8

10.	Indemnification	9

11.	Maintenance and Repair	11

12.	Alterations	12

13.	Condemnation	13

14.	Insurance	14

15.	Restoration	18

16.	Subordination to Financing	19

17.	Assignment, Subleasing	20

18.	Permitted Contests	21

19.	Conditional Limitations; Default Provisions	22

20.	Additional Rights of Landlord and Tenant	24

21.	Notices	25

22.	Estoppel Certificates	26

23.	Surrender and Holding Over	26

24.	No Merger of Title	27

25.	Definition of Landlord	27

26.	Hazardous Substances	28

27.	Entry by Landlord	29

28.	No Usury	29

29.	Financial Statements and Additional Financial Covenants	29

30.	Special Tax Indemnity	29

31.	Withholdings	31

32.	[Intentionally Omitted]	32

33.	[Intentionally Omitted]	32

34.	Separability	32

35.	Miscellaneous	32

36.	Specially Designated Nationals; Blocked Persons; Embargoed Persons	33

Exhibits A-1 through A-3 - Legal Description of the Land for each Individual Leased Premises

Exhibits B-1 through B-3 - Rent Schedule for each Individual Leased Premises

Exhibit C - Form of Subordination, Non-Disturbance and Attornment Agreement

Appendix A - Definitions

MASTER LEASE AGREEMENT

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.

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant, intending to be legally bound, hereby covenant and agree as follows:

1. Certain Definitions. All capitalized terms, unless otherwise defined herein, shall have the respective meanings ascribed to such terms in Appendix A attached hereto and by this reference incorporated herein.

2. Demise of Premises. Landlord hereby demises and lets to Tenant and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the Leased Premises.

3. Title and Condition.

(a) The Leased Premises are demised and let subject to (i) the Permitted Encumbrances, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of each Individual Leased Premises as of the commencement of the Term; without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired.

(b) LANDLORD HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF ANY OF EACH INDIVIDUAL LEASED PREMISES, AND LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF EACH INDIVIDUAL LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that the Leased Premises are of its selection and to its specifications, and that the Leased Premises have been inspected by Tenant and are satisfactory to Tenant. In the event of any defect or deficiency in any of each Individual Leased Premises of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential

damages (including strict liability in tort). The provisions of this Paragraph 3(b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any of each Individual Leased Premises, arising pursuant to the UCC or any other law now or hereafter in effect or otherwise.

(c) Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found such title to be satisfactory for the purposes contemplated by this Lease.

(d) Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all Guaranties. Such assignment shall remain in effect until the termination of this Lease. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). Upon the termination of this Lease, the Guaranties shall automatically revert to Landlord. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord.

(e) Landlord agrees to enter into, at Tenant’s expense, such Easements as reasonably requested by Tenant, subject to Lender’s and Landlord’s approval of the form and substance thereof, not to be unreasonably withheld or delayed; provided, however, that Tenant shall agree to perform Landlord’s obligations under such Easement, no such Easement shall result in any diminution in the value or utility of each Individual Leased Premises for use in accordance with any Permitted Use and further provided that no such Easement shall render the use of each Individual Leased Premises dependent upon any other property or condition the use of each Individual Leased Premises upon the use of any other property, each of which Tenant shall certify to Landlord and Lender in writing delivered with Tenant’s request with respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor notwithstanding the establishment of any Easement. Tenant’s obligation to pay Basic Rent or Additional Rent hereunder shall not abate or otherwise be affected by Landlord or Lender’s failure to approve any Easement hereunder.

(f) Tenant agrees that Tenant is obligated to and shall perform all obligations of the owner of each Individual Leased Premises under and pay all expenses which the owner of each Individual Leased Premises may be required to pay in accordance with any REA or Easements, and that Tenant shall comply with all of the terms and conditions of such REA or Easements during the term of this Lease. Tenant further covenants and agrees to indemnify, defend and hold harmless Landlord and Lender against any claim, loss or damage suffered by Landlord or Lender by reason of Tenant’s failure to perform any obligations or pay any expenses as required under any REA or Easements or comply with the terms and conditions of any REA or Easements as hereinabove provided during the term of this Lease.

4. Use of Leased Premises; Quiet Enjoyment.

(a) Tenant may use each Individual Leased Premises in accordance with its Permitted Use and for no other purpose. In no event shall any Individual Leased Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to such Individual Leased Premises. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

(b) Subject to Tenant’s rights under and compliance with Paragraph 18 hereof, Tenant shall not permit any unlawful occupation, business or trade to be conducted on any Individual Leased Premises or any use to be made thereof contrary to applicable Legal Requirements or Insurance Requirements. Subject to Tenant’s rights under and compliance with Paragraph 18, Tenant shall not use, occupy or permit any Individual Leased Premises to be used or occupied, nor do or permit anything to be done in or on any Individual Leased Premises, in a manner which would (i) make void or voidable any insurance which Tenant is required hereunder to maintain then in force with respect to any Individual Leased Premises, (ii) affect the ability of Tenant to obtain any insurance which Tenant is required to furnish hereunder, or (iii) cause any injury or damage to any of the Improvements unless pursuant to Alterations permitted under Paragraph 12 hereof.

(c) Subject to all of the provisions of this Lease, so long as no Event of Default exists hereunder, Landlord covenants to do no act to disturb the peaceful and quiet occupation and enjoyment of each Individual Leased Premises by Tenant.

(d) Tenant covenants and agrees to remain in actual physical possession of each Individual Leased Premises and to continuously operate its business in the Leased Premises; provided, however, from and after the commencement of the sixty-first (61st) calendar month following the first Basic Rent Payment Date, Tenant may cease to operate its business in the Leased Premises on either a (i) permanent basis or (ii) temporary basis, for the purpose of remodeling the Leased Premises and/or performing Alterations, provided, in the case of a temporary cessation, such cessation does not occur more than once every sixty (60) months for more than one hundred eighty (180) days. In the event that any such remodeling or Alteration work will take more than one hundred and eighty (180) days, Landlord will provide Tenant with such additional time to complete such work as may be reasonably necessary, not to exceed two hundred seventy (270) days, provided that tenant requests such extension of time from Landlord, in writing, prior to the ninety-first (91st) day after the commencement of any such remodeling or Alteration work.

5. Term.

(a) Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an Initial Term commencing on the Commencement Date and ending on the Expiration Date.

(b) Provided (i) this Lease shall not have been terminated pursuant to the provisions of Paragraphs 13 (b), 14(h), or 19 hereof, (ii) an Event of Default has not occurred and remains uncured on the Expiration Date (or the expiration date of the then expiring Renewal Term, as applicable), and (iii) this Lease is not terminated at the end of the Term or at the end of any Renewal Term, each by way of Notice of Termination, this Lease shall automatically be extended for not more than four (4) consecutive Renewal Terms, commencing upon the day after the Expiration Date (or the expiration date of the then expiring Renewal Term, as applicable). Each Renewal Term shall be upon the same terms, covenants and conditions as are contained in this Lease, excepting: (i) such provisions of this Lease which by their terms are only applicable to the Term or the then existing Renewal Term; and (ii) the Basic Rent payable by Tenant during each Renewal Term shall be adjusted as provided in Exhibit B hereof. Any Renewal Term made effective hereunder shall be extended without necessity for the execution of an extension or renewal of Lease; and, in such event, the phrases “the term of this Lease”, “the term hereof” or “the Term” as used in this Lease, shall include such Renewal Term.

6. Rent and Security Deposit.

(a) Tenant shall pay to Landlord (or to Lender, if directed by Landlord), as minimum annual rent for the Leased Premises during the Term, the Basic Rent in advance, on the Basic Rent Payment Dates, and shall pay the same by wire transfer in immediately available federal funds to such account in such bank as Landlord or Lender, as applicable, shall designate, from time to time. If the Commencement Date shall occur on or before July 31, 2014, Basic Rent for the period from and including the Commencement Date through and including July 31, 2014 shall be paid on the Commencement Date in the amount equal to one ninetieth (1/90) of the quarterly Basic Rent for each Individual Leased Premises, the Initial Term and each Renewal Term is set forth on Exhibit B attached hereto for each day from and including the Commencement Date through and including July 31, 2014.

(b) Tenant shall pay and discharge before the imposition of any fine, Lien, interest or penalty may be added thereto for late payment thereof, as Additional Rent, all other amounts and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added by the party to whom such payment is due for nonpayment or late payment thereof. In the event of any failure by Tenant to pay or discharge any of the foregoing, Landlord shall have all rights, powers and remedies provided herein, by law or otherwise, in the event of nonpayment of Basic Rent. All payments of Additional Rent that are payable to Landlord shall be paid by Tenant by wire transfer in immediately available federal funds to such account in such bank as Lender shall designate, from time to time.

(c) If any installment of Basic Rent or any Additional Rent is not paid when the same is due, Tenant shall pay to Landlord or Lender, as the case may be, in addition to any late Charge, if any, as Additional Rent, interest on the unpaid amount of Basic Rent or Additional Rent, at the Default Rate, such interest to accrue from the date such item of unpaid Basic Rent or Additional Rent was due until the date paid.

(d) If any installment of Basic Rent is not paid within five (5) days after the same is due, Tenant shall pay to Landlord or Lender, as the case may be, on demand, as Additional Rent, a Late Charge.

(e) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transactions represented by this Lease in all applicable books, records and reports (including, without limitation, income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

(f) On the Commencement Date Tenant shall deposit with Landlord the Security Deposit. The Security Deposit shall be held by Landlord in a segregated bank account identified to Tenant by Landlord, in a financial institution which is insured, as security for the faithful performance by Tenant of all of Tenant’s obligations under this Lease; provided, however, in exchange for an undertaking from Colony Financial, Inc. (or a replacement with a credit worthy entity reasonably acceptable to Tenant) executed and delivered simultaneously herewith, Tenant agrees that Landlord shall not be required to account for and have in a separate segregated account a portion of the Security Deposit not to exceed $2,207,087.00. If any Basic Rent, or Additional Rent shall be overdue and unpaid, or any other Event of Default shall have occurred and be continuing, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof appropriate and apply said entire Security Deposit or so much thereof as may be necessary to compensate Landlord in respect of the payment of Basic Rent, or Additional Rent overdue and unpaid or the cost of the damage actually incurred by Landlord due to such breach on the part of Tenant; and Tenant shall forthwith upon demand restore said Security Deposit to the original sum deposited. Should Tenant fully comply with all of its obligations under this Lease and pay all of the Basic Rent and Additional Rent due hereunder, (and subject to the provisions of the reduction of the Security Deposit by satisfaction of the First Deposit Conditions and the Second Deposit Reduction Conditions) the balance of the Security Deposit shall be returned in full to Tenant at the end of the Term, in no event later than thirty (30) days after delivery of possession of the Leased Premises to Landlord in accordance with the terms of this Lease. Landlord shall not be under any obligation to deposit the Security Deposit in an interest bearing account for Tenant’s benefit or to pay to Tenant interest on the Security Deposit or to keep the Security Deposit in a segregated account, it being expressly understood that Landlord may commingle the Security Deposit with other monies of Landlord. Landlord shall deliver the Security Deposit to the transferee of Landlord’s interest in any Demised Premises in the event that such interest is transferred, and upon notice thereof by the transferor and the transferee to Tenant, the transferor shall be discharged from any further liability with respect to such funds, (subject to any claims which arose prior to the date of such transfer if not said prior to the date of such transfer), and this provision shall also apply to any subsequent transfers. Landlord shall decrease the amount of the Security Deposit and return the same to Tenant upon Tenant achieving each of the First Deposit Reduction Conditions and the Second Deposit Reduction Conditions.

7. Unitary Lease; Net Lease; Non-Terminability.

(a) This Lease constitutes a single, unitary, indivisible, non-severable true lease of all the Leased Property. This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe

this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction. To accomplish the creation of an indivisible lease, the parties agree that from an economic point of view the portions of the property locations leased pursuant to this Lease constitute one economic unit and that the Basic Rent and all other provisions have been negotiated and agreed to based on a demise of all the portions of the property locations covered by this Lease as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, breach, default, enforcement and termination provisions and assignment and subletting, shall apply equally and uniformly to all the Leased Property as one unit and are not severable. The economic terms of this Lease would have been substantially different had separate leases or a “divisible” lease been acceptable to Landlord. Subject to the terms and conditions of Paragraph 19 hereof, a default of any of the terms or conditions of this Lease occurring with respect to any portion of the Leased Property situated on a particular property location shall be a default under this Lease with respect to all the Leased Property. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), Landlord and Tenant agree that the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Landlord and Tenant to create a unitary lease shall be preserved and maintained. The parties agree that for the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Property covered hereby.

(b) This is a net lease and Basic Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense.

(c) Except as set forth in Paragraph 13 hereof with respect to an Individual Leased Premises only, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease with respect to an Individual Leased Premises, during the Term. Except as set forth in Paragraph 13, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any other sums payable under this Lease; and except as otherwise expressly provided in this Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Individual Leased Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of each Individual Leased Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Individual Leased Premises, (iv) Tenant’s acquisition of ownership of any Individual Leased Premises other than pursuant to an express provision of this Lease, (v) any latent or other defect in, or any theft or loss of any Individual Leased Premises, (vi) the breach of any warranty of any seller or manufacturer of any of the Equipment, or (vii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and all other sums payable by Tenant

hereunder shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease.

(d) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as set forth in Paragraph 13(b), it shall not take any action to terminate, rescind or avoid this Lease, and shall remain in occupancy of each Individual Leased Premises, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise.

(e) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of each Individual Leased Premises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any other sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory Lien or offset right against Landlord or its property.

8. Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements.

(a) (i) Subject to the provisions of Paragraph 18 relating to contests, Tenant shall, before interest or penalties are due thereon, pay and discharge all Impositions. Tenant shall promptly request that any bill or invoice with respect to any Imposition be forwarded directly to Tenant for payment. Landlord agrees to execute documents reasonably necessary to accomplish the foregoing. If received by Landlord, Landlord shall promptly deliver to Tenant any bill or invoice with respect to any Imposition; provided, however, Landlord shall only be liable to Tenant for any additional expenses incurred by Tenant due to Landlord’s failure to timely deliver such bill or invoice.

(ii) Nothing herein shall obligate Tenant to pay, and the term “Impositions” shall exclude, federal, state or local (A) transfer taxes as the result of a conveyance by (or suffered by) Landlord (unless attributable to an Event of Default), (B) franchise, capital stock or similar taxes if any, of Landlord (or its members if it is a flow through entity for tax purposes), (C) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by its gross or net income, or (D) any estate, inheritance, succession, gift, capital levy or similar taxes, unless the taxes referred to in clauses (B) and (C) above are in lieu of or a substitute for any other tax or assessment upon or with respect to any Individual Leased Premises which, if such other tax or assessment were in effect at the commencement of the Term, would be payable by Tenant. In the event that any assessment against any Individual Leased Premises may be paid in installments, Tenant shall have the option to pay such assessment in installments; and in such event, Tenant shall be liable for all installments which are assessed, or otherwise become due and payable, during the Term. Tenant

shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord, within twenty (20) days after Landlord’s written request therefor, copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority and receipts for payments of all Impositions made during each calendar year of the Term, within thirty (30) days after payment.

(b) Subject to the provisions of Paragraph 18, Tenant shall promptly comply with and conform to, and shall cause any Individual Leased Premises to comply with and conform to, all of the Legal Requirements, Insurance Requirements and Permitted Encumbrances.

(d) Any amount payable to Landlord pursuant to this Paragraph 8 shall be paid within ten (10) days after receipt of a written demand therefor from Landlord accompanied by a written statement describing in reasonable detail the amount and obligations so payable. Any payments required to be made by Tenant pursuant to this Paragraph 8 that are not allowed to be paid directly to the appropriate Governmental Authority shall be made directly to Landlord at the location and in the manner specified by Landlord pursuant to Paragraph 6 hereof for the payment of Basic Rent and Landlord will timely remit to the appropriate Governmental Authority. Any amount payable by Tenant under this Paragraph 8 that is not paid when due shall bear interest at the Default Rate.

(e) If any report, return or statement (a “Filing”) is required to be filed with respect to any Imposition that is subject to this Paragraph 8, Tenant shall, if permitted by Applicable Laws to do so, timely file or cause to be filed such Filing with respect to such Tax and shall promptly provide notice of such filing to Landlord (except for any such Filing that Landlord has notified Tenant in writing that Landlord intends to file) and will (if ownership of such Individual Leased Premises or any part thereof or interest therein is required to be shown on such Filing) show the ownership of each Individual Leased Premises in the name of Landlord and send a copy of such Filing to Landlord. If Tenant is not permitted by Applicable Laws to file any such Filing, Tenant will promptly notify Landlord of such requirement in writing and prepare and deliver to Landlord a proposed form of such Filing and such information as is within Tenant’s reasonable control or access with respect to such Filing within a reasonable time, and in all events at least twenty (20) days, prior to the time such Filing is required to be filed. Tenant shall hold each Indemnitee harmless from and against any liabilities, including, but not limited to penalties, additions to tax, fines and interest, arising out of any insufficiency or inaccuracy in any such Filing, if such insufficiency or inaccuracy is attributable to Tenant.

(f) Notwithstanding anything herein to the contrary, the provisions of this Paragraph 8 shall survive the Expiration Date or any earlier termination of this Lease.

9. Liens; Recording and Title.

(a) Subject to the provisions of Paragraph 18, Tenant shall not, directly or indirectly, create or permit to be created or to remain, and shall promptly discharge, any Lien on any Individual Leased Premises, on the Basic Rent, Additional Rent or on any other sums

payable by Tenant under this Lease, other than the Mortgage, the Permitted Encumbrances and any mortgage, Lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (except Tenant). Notice is hereby given that Landlord shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding any Individual Leased Premises through or under Tenant, and that no mechanic’s or other Liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to any Individual Leased Premises.

(b) Each of Landlord and Tenant shall execute, acknowledge and deliver to the other a written memorandum of this Lease to be recorded in the appropriate land records of the jurisdiction in which each Individual Leased Premises are located, in order to give public notice and to protect the validity of this Lease. In the event of any discrepancy between the provisions of said recorded memorandum of this Lease and the provisions of this Lease, the provisions of this Lease shall prevail.

(c) Nothing in this Lease and no action or inaction by Landlord shall be deemed or construed to mean that Landlord has granted to Tenant any right, power or permission to do any act or to make any agreement which may create, give rise to, or be the foundation for, any right, title, interest or Lien in or upon the estate of Landlord in any of each Individual Leased Premises.

10. Indemnification.

(a) Tenant agrees to assume liability for, and to indemnify, protect, defend, save and keep harmless each Indemnitee, on an After-Tax Basis, from and against any and all Claims that may be suffered, imposed on or asserted against any Indemnitee, arising out of (i) ownership of any Individual Leased Premises by Landlord, including, but not limited to, environmental liabilities and obligations with respect thereto, leasing by Landlord of any Individual Leased Premises to Tenant, subleasing of any Individual Leased Premises by Tenant, assignment by Tenant of its interest in this Lease, transfer of title to Tenant’s interest in this Lease, renewal of this Lease, or operation, possession, ownership, use, non use, maintenance, modification, Alteration, construction, restoration, or replacement of each Individual Leased Premises (or any portion thereof), or from the granting by Landlord at Tenant’s request of easements, licenses or any rights with respect to all or any part of any Individual Leased Premises, or from the construction, purchase, design or condition of any Individual Leased Premises (including any Claims arising, directly or indirectly, out of the actual or alleged presence, use, storage, or generation of any Hazardous Materials or any Release (unless solely caused by Landlord), and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, any Claims arising directly or indirectly out of any actual or alleged violation or obligation, now or hereafter existing, of any Environmental Laws, unless solely by reason of the acts of Landlord), (ii) the Lease or any modification, amendment or supplement thereto, (iii) the non-compliance of any Individual Leased Premises with Applicable Laws (including because of the existence of the Permitted Encumbrances), (iv) any matter relating to all or any part of any Individual Leased Premises or any operations thereon, including matters relating to Environmental Laws or Hazardous Materials (unless solely by reason of the acts of Landlord), (v) the breach by Tenant of its representations, warranties, covenants and

obligations in this Lease, (vi) the business and activities of Tenant, (vii) the business and activities of any other Person on or about any Individual Leased Premises (whether as an invitee, subtenant, licensee or otherwise), (viii) the cost of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of each Individual Leased Premises or any surrounding areas for which Tenant or Landlord has any legal obligation (unless solely by reason of the acts of Landlord), the cost of any actions taken in response to a Release on, in, under or affecting any portion of any Individual Leased Premises or any surrounding areas for which Tenant or Landlord has any legal obligation to prevent or minimize such Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and costs incurred to comply with Environmental Laws in connection with all or any portion of any Individual Leased Premises or any surrounding areas for which Tenant or Landlord has any legal obligation, (ix) any personal injury, death or property damage which occurs on or about the Leased Premises and (x) an Event of Default. Notwithstanding the foregoing, nothing herein shall be construed to obligate Tenant to indemnify, defend and hold harmless any Indemnitee from and against any Claims to the extent that such Claims are imposed on or incurred by such Indemnitee by reason of such Indemnitee’s negligence or willful misconduct.

(b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall give prompt notice thereof to Tenant; provided that failure to so notify Tenant shall not reduce Tenant’s obligations to indemnify any Indemnitee hereunder unless and only to the extent such failure results in additional liability on Tenant’s part. Tenant shall be entitled, at its expense, acting through counsel selected by Tenant (and reasonably satisfactory to such Indemnitee), to participate in, or, except as otherwise provided, to assume and control (if it promptly so elects upon notice of the Claim), and, to the extent that Tenant desires to assume and control, in consultation with Indemnitee, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of the last sentence of this subparagraph (b)). Such Indemnitee may (but shall not be obligated to) participate at its own expense (unless Tenant is not properly performing its obligations hereunder and then at the expense of Tenant) and with its own counsel in any proceeding conducted by Tenant in accordance with the foregoing, in which case Tenant shall keep such Indemnitee and its counsel fully informed of all proceedings and filings and afford such Indemnitee and counsel reasonable opportunity for comment. Notwithstanding the foregoing, Tenant shall not be entitled to assume and control the defense of any Claim if (i) an Event of Default has occurred and is continuing, (ii) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on such Indemnitee, (iii) the proceeding involves the granting of injunctive relief against the Indemnitee not related to this Lease, (iv) a significant counterclaim is available to the Indemnitee that would not be available to and cannot be asserted by Tenant, (v) a conflict of interest exists between the Indemnitee and Tenant with respect to the Claim, or (vi) the defense of such Claim would require the delivery of material confidential and proprietary information of such Indemnitee that would otherwise not be available to Tenant or its counsel.

(c) Upon payment in full of any Claim by Tenant pursuant to this Paragraph 10 to or on behalf of an Indemnitee, Tenant, without any further action, shall be subrogated to any and all Claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense or claims against another Indemnitee for which Tenant would have indemnity obligations

hereunder), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of Claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such Claims and otherwise reasonably cooperate with Tenant to enable Tenant to pursue such Claims.

(d) Notwithstanding anything to the contrary contained herein, Tenant shall not be required to indemnify any Indemnitee under this Paragraph 10 for any Claim to the extent resulting from the material misrepresentation, negligence or willful misconduct of such Indemnitee.

(e) The obligations of Tenant under this Paragraph 10 shall survive any termination of this Lease.

11. Maintenance and Repair.

(a) Except for any Alterations that Tenant is permitted to make pursuant to this Lease, Tenant shall at all times, including any Requisition period, put, keep and maintain the Leased Premises (including, without limitation, the roof, landscaping, walls, footings, foundations and structural components of each Individual Leased Premises) and the Equipment in good, clean condition and repair, except for ordinary wear and tear, and shall promptly make all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which may be required to be made upon or in connection with each Individual Leased Premises in order to keep and maintain each Individual Leased Premises in the order and condition required by this Paragraph 11(a). Tenant shall do or cause others to do all shoring of each Individual Leased Premises or of the foundations and walls of the Improvements and every other act necessary or appropriate for preservation and safety thereof, by reason of or in connection with any excavation or other building operation upon any of each Individual Leased Premises, whether or not Landlord shall, by reason of any Legal Requirements or Insurance Requirements, be required to take such action or be liable for failure to do so. LANDLORD SHALL NOT BE REQUIRED TO MAKE ANY REPAIR, WHETHER FORESEEN OR UNFORESEEN, OR TO MAINTAIN ANY OF EACH INDIVIDUAL LEASED PREMISES OR ADJOINING PROPERTY IN ANY WAY, AND TENANT HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE REPAIRS OR MAINTENANCE AT THE EXPENSE OF THE LANDLORD, WHICH RIGHT MAY BE PROVIDED FOR IN ANY LAW NOW OR HEREAFTER IN EFFECT. Nothing in the preceding sentence shall be deemed to preclude Tenant from being entitled to insurance proceeds or Condemnation awards for Restoration pursuant to Paragraphs 13(c) and 14(g) of this Lease. Tenant shall, in all events, make all repairs for which it is responsible hereunder promptly, and all repairs shall be in a good, proper and workmanlike manner. If there is a Mortgage on the Property, the Mortgagee must permit Tenant to use the insurance proceeds to repair or restore the Leased Premises in accordance with the terms of the Lease. Tenant shall keep each Individual Leased Premises free of Mold.

(b) In the event that any Improvement shall violate or Landlord shall have received notice that any Improvement shall violate any Legal Requirements, Insurance Requirements or encroach upon an adjacent property and as a result of such violation or encroachment, enforcement or legal action is threatened or commenced against Tenant or Landlord or with respect to any Individual Leased Premises, then Tenant, at the request of

Landlord, shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such violation or encroachment, whether the same shall affect Landlord, Tenant or both, or (ii) take such action as shall be necessary to remove such violation or encroachment, including, if necessary, any Alteration. Any such repair or Alteration shall be made in conformity with the provisions of Paragraph 12.

(c) If Tenant shall be in default under any of the provisions of this Paragraph 11, Landlord may after thirty (30) days’ written notice given to Tenant and failure of Tenant to cure during said period (and if such period is not reasonable for completion, if Tenant has commenced the cure within such 30 day period and is diligently pursuing same, and provided such cure is accomplished within ninety (90) days), but without notice in the event of an emergency, do whatever is commercially reasonable to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. In the event of an emergency Landlord shall notify Tenant of the situation by phone or other available communication. All sums so paid by Landlord and all reasonable costs and expenses (including, without limitation, attorneys’ fees and expenses) so incurred, together with interest thereon at the Default Rate from the date of payment or incurring the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) Tenant shall from time to time replace with Replacement Equipment any of the Equipment which shall have become worn out or unusable for the purpose for which it is intended, been taken by a Condemnation as provided in Paragraph 13, or been lost, stolen, damaged or destroyed as provided in Paragraph 14. Tenant shall repair at its sole cost and expense all damage to any Individual Leased Premises caused by the removal of the Equipment or the Replaced Equipment or other personal property of Tenant or the installation of Replacement Equipment. All Replacement Equipment shall become the property of Landlord, shall be free and clear of all Liens and rights of others and shall become a part of the Equipment as if originally demised herein.

12. Alterations.

(a) So long as no Event of Default has occurred and is then continuing, upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to the Leased Premises, the cost of which does not exceed $100,000.00, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) and (d) of this Paragraph 12.

(b) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to each Individual Leased Premises, the cost of which exceeds $100,000.00, in the aggregate, in any calendar year; provided, that, (i) no Event of Default under this Lease has occurred and is then continuing prior to and during the period of making any such Alteration(s), (ii) Tenant complies with clause (c) and (d) of this Paragraph 12, and (iii) prior to making any such Alteration(s), Tenant shall provide Landlord with the final plans and specifications, estimated budgets and proposed schedule of construction with respect thereto.

(c) In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair market value of such Individual Leased Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration

and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements in any respect; (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) no such Alteration shall change the Permitted Use of such Individual Leased Premises; (v) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (vi) Tenant shall promptly pay all costs and expenses of any such Alteration, and shall (subject to and in compliance with the provisions of Paragraph 18 hereof) discharge all Liens filed against any of such Individual Leased Premises arising out of the same; (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viii) all such Alterations (but not including Trade Fixtures) shall be the property of Landlord and shall be subject to this Lease; (ix) no such Alteration shall create any debt or other encumbrance(s) on such Individual Leased Premises, and (x) all Alterations shall be made in the case of any Alteration the estimated cost of which in any one instance exceeds $75,000.00 under the supervision of an architect or engineer and, in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations.

(d) Notwithstanding anything to the contrary contained herein, (i) Tenant shall not make any Alterations during such time as Tenant does not maintain a Tangible Net Worth of at least the Tangible Net Worth Threshold, without Landlord’s written consent, which consent Landlord may grant or withhold in its sole discretion and (ii) Tenant shall not make any Alterations, at any time, which would (after the completion thereof) impair the structural integrity of any Individual Leased Premises, without Landlord’s written consent, which consent may be withheld or denied in Landlord’s sole discretion.

13. Condemnation.

(a) Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Landlord thereof and Landlord shall be entitled to participate in any Condemnation proceeding. Landlord, promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the right to participate in such proceedings. With respect to each Individual Leased Premises, subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Lender or to Landlord, in that order, any award or payment in respect of any Condemnation of Landlord’s interest in such Individual Leased Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord or Lender any award relating to the value of the leasehold interest created by this Lease or any award or payment on account of the Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the move, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the Condemnation of Landlord’s interest in such Individual Leased Premises.

(b) (i) With respect to each Individual Leased Premises, if (I) the entire Individual Leased Premises, (II) a material portion of the Land or the building constructed on the Land or any means of ingress, egress or access to such Individual Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially

and materially adverse to the business operations of Tenant at such Individual Leased Premises, or (III) any means of ingress, egress or access to such Individual Leased Premises which does not result in at least one method of ingress and egress to and from such Individual Leased Premises remaining, provided the same is permitted under then existing Legal Requirements, shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than thirty (30) days after such Taking has occurred, serve a Tenant’s Termination Notice with respect to such Individual Leased Premises upon Landlord.

(ii) In the event that during the Term, Tenant shall serve a Tenant’s Termination Notice upon Landlord, this Lease and the Term hereof shall terminate on the Termination Date specified in the Termination Notice; and in such event the entire award to the made in the Condemnation proceeding shall be paid to Lender or to Landlord, in that order.

(c) (i) In the event of a Condemnation of any part of an Individual Leased Premises which does not result in a termination of this Lease with respect to such Individual Leased Premises, subject to the requirements of Paragraph 15, the Net Award of such Condemnation shall be retained by Landlord; and promptly after such Condemnation, Tenant shall commence and diligently continue to completion the Restoration of such Individual Leased Premises.

(ii) Upon the payment to Lender or Landlord (in that order, as applicable) of the Net Award of a Taking which falls within the provisions of this Paragraph 13(c), Landlord and Lender shall, to the extent received, make the Restoration Award available to Tenant for Restoration, in accordance with the provisions of Paragraph 15, and promptly after completion of the Restoration, the balance of the Net Award shall be paid to Landlord or Lender, as applicable. All Basic Rent, Additional Rent and other sums payable hereunder shall continue unabated and unreduced.

(iii) In the event of a Requisition of an Individual Leased Premises, Landlord shall apply the Net Award of such Requisition, to the extent available, to the installments of Basic Rent, Additional Rent or other sums payable by Tenant hereunder thereafter payable and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall be retained by Landlord.

(d) Except with respect to an award or payment to which Tenant is entitled pursuant to the provisions of Paragraph 13(a), 13(b) and 13(c), no agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant (provided no Event of Default then exists and is continuing) without the written consent of the other, and of Lender, if such Individual Leased Premises are then subject to a Mortgage.

14. Insurance.

(a) Tenant shall maintain at its sole cost and expense the following insurance on each Individual Leased Premises:

(i) Insurance against loss or damage to the Improvements and Equipment under a fire and broad form of all risk extended coverage insurance policy (which shall include windstorm insurance, and also flood insurance if such Individual Leased Premises is located within a flood hazard area and which shall include earthquake insurance if the Leased Premises is located in an area where earthquake insurance is customarily maintained for similar commercial properties). Such insurance shall have no exclusion for terrorism or terrorist acts and be in amounts sufficient to prevent Landlord or Tenant from becoming a co-insurer under the applicable policies, and in any event in amounts not less than the actual replacement cost of the Improvements and Equipment (excluding footings and foundations and other parts of the Improvements which are not insurable) as determined from time to time at Lender’s request but not more frequently than once in any 12-month period, by agreement of Landlord, Lender and Tenant, or if not so agreed, at Tenant’s expense, by the insurer or insurers or by an appraiser approved by Landlord. Such insurance policies may contain exclusions and deductible amounts reasonably acceptable to Landlord or Lender based upon industry standards and the current credit rating of the Tenant.

(ii) Contractual and comprehensive general liability insurance against claims for bodily injury, death or property damage occurring on, in or about the Leased Premises, which insurance shall be written on a so-called “Occurrence Basis”, and shall provide, when combined with other umbrella liability coverages, minimum protection with a combined single limit in an amount not less than the greater of (x) Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (or in such increased limits from time to time to reflect declines in the purchasing power of the dollar as Landlord may reasonably request) or (y) the aggregate amount of such insurance carried by Tenant, for bodily injury, death and property damage in any one occurrence.

(iii) Worker’s compensation insurance covering all persons employed by Tenant on the Leased Premises in connection with any work done on or about any of such Individual Leased Premises for which claims for death or bodily injury could be asserted against Landlord, Tenant or such Individual Leased Premises.

(iv) During periods of war or national emergency, war risk insurance in an amount not less than the actual replacement cost of the Improvements and Equipment (excluding footings and foundations and other parts of the Improvements which are not insurable), when and to the extent obtainable from the United States Government or an agency thereof at commercially reasonable cost.

(v) Boiler and machinery insurance against loss or damage from explosion of any steam or pressure boilers or similar apparatus located in or about the Improvements in an amount not less than the actual replacement cost of the Improvements and Equipment (excluding footings and foundations and other parts of the Improvements which are not insurable).

(vi) Such additional and/or other insurance with respect to the Improvements located on such Individual Leased Premises as requested by Landlord or Lender and in such amounts as at the time is customarily carried by prudent owners or tenants with

respect to improvements similar in character, location and use and occupancy to the Improvements located on the Leased Premises.

(b) [Intentionally Omitted].

(c) The insurance required by Paragraph 14(a) shall be written by companies having a claims paying ability rating by Standard & Poor’s of not less than “A” and comparable equivalent from Fitch or Moody’s, and all such companies shall be authorized to do an insurance business in the State, or otherwise agreed to by Landlord and Lender. The insurance policies (i) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof, and (ii) shall name Landlord, Tenant and any Lender as additional insured parties with respect to liability insurance referred to in Paragraph 14(a)(ii), as their respective interests may appear and shall name Lender (so long as the Mortgage is outstanding as loss payee with a standard endorsement covering Lender). If said insurance or any part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender.

(d) Each insurance policy referred to in clauses (i), (iv), (v) (and (vi) (if requested by Lender) of Paragraph 14(a), shall contain standard non-contributory mortgagee clauses in favor of any Lender and Landlord and Lender must be named as additional insureds. Landlord and Lender must also be named as additional insured under the insurance referred to in clause (ii). Each policy shall provide that it may not be canceled or amended without liability to the insureds, except after thirty (30) days’ prior notice to Landlord and any Lender by such insurer. Each policy of insurance shall contain a waiver of subrogation or consent to a waiver of right of recovery against the Landlord. Each policy shall also provide that any losses otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of any Individual Leased Premises for purposes more hazardous than permitted by the provisions of such policy, or (iii) any direct or indirect change in ownership with respect to any Individual Leased Premises. Each policy shall also provide evidence of such insurance to Landlord and any Lender on an ACORD 28 form for property and ACORD 25 form for liability or equivalent; provided, that in the event that such form is no longer available, such evidence of insurance is in a form reasonably satisfactory to Landlord and Lender.

(e) Tenant shall pay as they become due all premiums for the insurance required by this Paragraph 14, shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate of the existing policy and such renewal or replacement policy along with applicable endorsements at least thirty (30) days prior to the Insurance Expiration Date of each policy. Each such policy shall provide that it shall not expire until the Landlord and Lender shall receive a notice from the insurer to the effect that such policy will expire on the Insurance Expiration Date, as set forth in such notice, which shall be thirty (30) days following the date of the receipt by Landlord and Lender of such notice. In the event of Tenant’s failure to comply with any of the foregoing requirements of this Paragraph 14 within five (5) business days of the giving of written notice by Landlord to Tenant, Landlord shall be entitled to procure such insurance. Any sums expended by Landlord in procuring such insurance shall be Additional

Rent and shall be repaid by Tenant, together with interest thereon at the Default Rate, from the time of payment by Landlord until fully paid by Tenant immediately upon written demand therefor by Landlord.

(f) Anything in this Paragraph 14 to the contrary notwithstanding, any insurance which Tenant is required to obtain pursuant to Paragraph 14(a) may be carried under a “blanket” policy or policies covering other properties or liabilities of Tenant, provided that such “blanket” policy or policies otherwise comply with the provisions of this Paragraph 14. In the event any such insurance is carried under a blanket policy, Tenant shall deliver to Landlord and Lender evidence of the issuance and effectiveness of the policy, the allocated amount and character of the coverage with respect to each Individual Leased Premises and the presence in the policy of provisions of the character required in the above subparagraphs of this Paragraph 14.

(g) With respect to each Individual Leased Premises, in the event of any casualty loss exceeding Two Hundred Thousand and 00/100 Dollars ($200,000.00) or in which any person is injured or killed, Tenant shall give Landlord immediate notice thereof. Tenant shall adjust, collect and compromise any and all claims, with the consent of Lender and Landlord, not to be unreasonably withheld or delayed, and Landlord and Lender shall have the right to join with Tenant therein. If the estimated cost of Restoration or repair shall be Two Hundred Thousand and 00/100 Dollars ($200,000.00) or less, all proceeds of any insurance required under clauses (i), (iv), (v) (and (vi) if requested by Lender) of Paragraph 14(a) shall be payable to Tenant, provided that Tenant at such time shall have a maintained a Tangible Net Worth of at least the Tangible Net Worth Threshold, and in all other events to a Trustee. If any Individual Leased Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the Trustee, but shall be obligated to make the insurance proceeds available to Tenant for Restoration and repair in accordance with the terms of this Lease. Each insurer is hereby authorized and directed to make payment under said policies directly to such Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord each hereby appoints such Trustee as its attorney-in-fact to endorse any draft therefor for the purposes set forth in this Lease after approval by Tenant of such Trustee, if Trustee is other than Lender. In the event of any casualty (whether or not insured against) resulting in damage to any Individual Leased Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent or any other sums payable by Tenant hereunder, provided the proceeds thereof are utilized for the Restoration of the Leased Premises in accordance with the terms of this Lease. The Net Proceeds of such insurance payment shall be retained by the Trustee and, promptly after such casualty, Tenant, as required in Paragraphs 11(a) and 12, shall commence and diligently continue to perform the Restoration to such Individual Leased Premises. So long as no Event of Default has occurred and is continuing, upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Paragraph 15. Subject to Paragraph 14(h), Tenant shall, whether or not the Net Proceeds are sufficient for the purpose but so long as the Net Proceeds are made available for such purpose in accordance with the terms of the Lease, promptly repair or replace the Improvements and Equipment in accordance with the provisions of Paragraph 11(a) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Paragraph 15. In the event that any damage or destruction shall occur at such time as Tenant shall not have maintained third-party insurance in accordance

with Paragraph 14(a)(i), (iv), (v) or (vi), Tenant shall pay to the Trustee Tenant’s Insurance Payment.

(h) (i) If the cost of Restoration exceeds seventy-five percent (75%) or more of the replacement value of any Individual Leased Premises, then Tenant may, not later than thirty (30) days after such casualty has occurred, serve a Tenant’s Termination Notice upon Landlord.

(ii) In the event that during the Term, Tenant shall serve a Tenant’s Termination Notice upon Landlord, this Lease with respect to such Individual Leased Premises and the Term hereof shall terminate on the Termination Date specified in the Termination Notice; and in such event all of the insurance proceeds payable in connection with the casualty shall be paid to Lender or to Landlord, in that order.

15. Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions:

(a) With respect to each Individual Leased Premises, if the cost of Restoration will exceed Two Hundred Thousand and 00/100 Dollars ($200,000.00), prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable.

(b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded.

(c) Disbursements shall be made from time to time directly to Tenant or Tenant’s contractor in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (2) partial releases of Liens, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.

(d) Each request for disbursement shall be accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work or expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work has been substantially completed and complies with the applicable requirements of this Lease.

(e) The Trustee shall retain ten percent (10%) of the Restoration Fund until the Restoration is at least fifty percent (50%) complete, and thereafter five percent (5%) until the Restoration is substantially complete.

(f) The Restoration Fund shall be kept in a separate interest-bearing federally insured account by the Trustee or by Lender.

(g) At all times the undisbursed balance of the Restoration Fund held by Trustee plus any funds contributed thereto by Tenant, at its option, shall be not less than the cost of completing the Restoration, free and clear of all Liens.

(h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by Landlord or Lender, exceeds the amount of the Net Proceeds, the Restoration Award and Tenant Insurance Payment available for such Restoration, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration shall be paid to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be deemed to be disbursed prior to any amount added by Tenant

16. Subordination to Financing.

(a) (i) Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien and the terms of any Mortgage provided Landlord’s Lender agrees to attorn to and not disturb Tenant’s possession of the Leased Premises in accordance with the terms of Paragraph 16(e).

(ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by any default under any Mortgage, unless also an Event of Default, and in the event of a foreclosure or other enforcement of any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Renewal Term under the express terms of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force insurance proceeds and any Restoration Award shall be permitted to be used for Restoration in accordance with the provisions of this Lease.

(b) Notwithstanding the provisions of Paragraph 16(a), the holder of any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording

a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force any insurance proceeds and any Restoration Award shall be permitted to be used for Restoration in accordance with the provisions of this Lease.

(c) At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of any Individual Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions.

(d) Each of Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy.

(e) Each of Tenant, Landlord and Lender agrees that, if requested by any of the others, each shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement. Tenant hereby agrees for the benefit of Lender that Tenant will not, (i) without in each case securing the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease (provided, however, Lender, in Lender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or other sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in Lender’s reasonable judgment, affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of Lender which may be withheld in Lender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lender with respect to any termination permitted under the express terms hereof in connection with an offer to purchase the Property following certain events of Condemnation and casualty as provided in Paragraphs 13 and 14(h)), or (c) pay any installment of Basic Rent more than one (1) quarter in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

17. Assignment, Subleasing.

(a) Tenant may neither assign its interest in this Lease nor , with the exception of an Affiliate, sublet the Leased Premises in whole or in part, from time to time, for the Permitted Use, without the consent of Landlord, which may be given or withheld in Landlord’s sole discretion. Also, except for any right to place a Lien on its personal property (excluding the Equipment), Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold

interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof.

(b) Any sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. In case of any assignment consented to by Landlord, Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease consented to by Landlord, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease.

(c) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

18. Permitted Contests.

(a) So long as no Event of Default has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any Lien referred to in Paragraphs 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b), so long as (A) during any time that Tenant’s Tangible Net Worth shall not equal or exceed the Tangible Net Worth Threshold, Tenant shall first deposit with Lender (or Landlord if there is no Lender) cash, a bond, or other security acceptable to Lender in the amount of 125% of the amount to be contested by Tenant (unless as a condition of such contest, such monies shall already have been paid by Tenant), and (B) Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (1) the collection of, or other realization upon, the Imposition or Lien so contested, (2) the sale, forfeiture or loss of any Individual Leased Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (3) any interference with the use or occupancy of any Individual Leased Premises, (4) any interference with the payment of any Basic Rent or any Additional Rent, (5) any such contest and/or settlement shall not result in the increase in the

Impositions due or result in greater liability with respect to any Legal Requirement and (6) the cancellation of any fire or other insurance policy.

(b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, Lien, or violation, referred to above in such manner that exposes Landlord or Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender or (iii) defeasance of its interest (including the subordination of the Lien of any Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest) in any Individual Leased Premises.

(c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay, protect, defend, indemnify, save and keep harmless each Indemnitee from and against any and all Claims in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.

19. Conditional Limitations; Default Provisions.

(a) If any Event of Default shall have occurred, Landlord shall have the right at its option, then or at any time thereafter, to do any one or more of the following without demand upon or notice to Tenant:

(i) Landlord may give Tenant written notice of Landlord’s intention to terminate this Lease on a date specified in such notice (which date shall be no sooner than ten (10) days after the date of the notice). Upon the date therein specified the Term and the estate hereby granted and all rights of Tenant hereunder shall expire and terminate as if such date were the date hereinabove fixed for the expiration of the Term (but not any unexercised Renewal Term), but Tenant shall remain liable for all of its obligations hereunder through the date hereinabove fixed for the expiration of the Term, including its liability for Basic Rent and Additional Rent as hereinafter provided.

(ii) Landlord may, whether or not the Term of this Lease shall have been terminated pursuant to clause (i) above give Tenant written notice to surrender the Leased Premises to Landlord on a date specified in such notice (which date shall be no sooner than ten (10) days after the date of the notice), at which time Tenant shall surrender and deliver possession of each Individual Leased Premises to Landlord. Upon or at any time after taking possession of each Individual Leased Premises, Landlord may remove any persons or property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such entry or repossession shall be construed as an election by Landlord to terminate this Lease unless Landlord gives a written notice of such intention to Tenant pursuant to clause (i) above.

(iii) After repossession of any of each Individual Leased Premises pursuant to clause (ii) above, whether or not this Lease shall have been terminated pursuant to clause (i) above, Landlord shall use commercially reasonable efforts to relet the Leased Premises or any part thereof to such tenant or tenants for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) for such rent, on such conditions (which may include concessions or free rent if reasonable given then current market conditions) and for such uses as Landlord, in its reasonable discretion, may determine; and Landlord shall collect and receive any rents payable by reason of such reletting. The rents received on such reletting shall be applied (A) first to the reasonable and actual expenses of such reletting and collection, including without limitation necessary renovation and alterations of the Leased Premises, reasonable and actual attorneys’ fees and any reasonable and actual real estate commissions paid, and (B) thereafter toward payment of all sums due or to become due Landlord hereunder. If a sufficient amount to pay such expenses and sums shall not be realized or secured, then Tenant shall pay Landlord any such deficiency monthly, and Landlord may bring an action therefor as such monthly deficiency shall arise. Landlord shall not, in any event, be required to pay Tenant any sums received by Landlord on a reletting of each Individual Leased Premises in excess of the rent provided in this Lease, but such excess shall reduce any accrued present or future obligations of Tenant hereunder. Landlord’s re-entry and reletting of each Individual Leased Premises without termination of this Lease shall not preclude Landlord from subsequently terminating this Lease as set forth above. Landlord may make such Alterations as Landlord in its reasonable discretion may deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately upon demand, all reasonable expenses incurred by Landlord in obtaining possession, in performing Alterations and in reletting any of each Individual Leased Premises, including fees and commissions of attorneys, architects, agents and brokers, but not Alterations made by Landlord to the extent the cost of which will be passed along or included in the recovery by Landlord from any subsequent tenant.

(iv) Landlord may exercise any other right or remedy now or hereafter existing by law or in equity.

(b) In the event of any expiration or termination of this Lease or repossession of any of each Individual Leased Premises by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord Basic Rent, Additional Rent and all other sums required to be paid by Tenant to and including the date of such expiration, termination or repossession and, thereafter, Tenant shall, until the end of what would have been the Term in the absence of such expiration, termination or repossession, and whether or not any of each Individual Leased Premises shall have been relet, be liable to Landlord for and shall pay to Landlord as liquidated and agreed current damages: (i) Basic Rent, Additional Rent and all other sums which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting pursuant to Paragraph 19(a)(iii), after deducting from such proceeds all of Landlord’s reasonable expenses in connection with such reletting (including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys’ fees, employees’ expenses, costs of Alteration (but not Alterations made by Landlord to the extent the cost of which will be passed along or included in the recovery by Landlord from any subsequent tenant) and expenses of preparation for reletting). Tenant hereby agrees to be and remain liable for all sums aforesaid and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant

for the recovery of such damages. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by limitation had there been no such Event of Default.

(c) At any time after such expiration or sooner termination of this Lease pursuant to Paragraph 19 or pursuant to law or if Landlord shall have reentered the Leased Premises, as the case may be, whether or not Landlord shall have recovered any amounts under Paragraph 19(a)(iii) or 19(b), Landlord shall be entitled to recover from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant’s default, the amount by which the sum of (i) Basic Rent, and all Additional Rent reserved hereunder for the unexpired portion of the Term demised herein as if this Lease had not expired or been terminated, and (ii) all of Landlord’s reasonable and documented expenses incurred in connection with Tenant’s default hereunder (including all reasonable repossession costs, brokerage commissions, legal expenses, attorney’s fees, costs of Alteration (but not Alterations made by Landlord to the extent the cost of which will be passed along or included in the recovery by Landlord from any subsequent tenant) and expenses for preparation of re-letting), exceeds the then fair and reasonable rental value of each Individual Leased Premises for the same period, discounted to present worth at the annual rate of eight percent (8%), minus any such monthly deficiencies previously recovered from Tenant under Paragraph 19(a)(iii). If any statute or rule of law governing a proceeding in which such liquidated final damages provided for in this Paragraph 19(c) are to be proved shall validly limit the amount thereof to an amount less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such statute or rule of law. Without limiting Landlord’s obligation to use commercially reasonable efforts to relet the Leased Premises, Landlord shall have no duty to mitigate its damages under this Paragraph 19. The limitations set forth in this Paragraph 19(c) shall not restrict Landlord’s right to recover, to the extent not previously recovered, all accrued and unpaid Basic Rent, Additional Rent and any damages to Landlord arising or accruing through the date of such demand.

20. Additional Rights of Landlord and Tenant.

(a) No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right or remedy; and each and every right and remedy shall be cumulative and in addition to any other right or remedy contained in this Lease. No delay or failure by Landlord or Tenant to enforce its rights under this Lease shall be construed as a waiver, modification or relinquishment thereof. In addition to the other remedies provided in this Lease, Landlord and Tenant shall be entitled, to the extent permitted by Applicable Law, to injunctive relief in case of the violation or attempted or threatened violation of any of the provisions of this Lease, or to specific performance of any of the provisions of this Lease.

(b) Tenant hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds, any right and privilege which it or any of them may have under any present or future law to redeem any of each Individual Leased Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof.

(c) Landlord hereby waives any right to distrain or levy upon Trade Fixtures or any property of Tenant and any landlord’s Lien or similar Lien upon Trade Fixtures and any other property of Tenant regardless of whether such Lien is created or otherwise. Landlord agrees at the request of Tenant, to execute a waiver of any landlord’s or similar Lien for the benefit of any present or future holder of a security interest in or landlord of any Trade Fixtures or any other personal property of Tenant.

(d) Landlord acknowledges and agrees in the future to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that the Trade Fixtures are Tenant’s property and not part of the Improvements (regardless of whether or to what extent such Trade Fixtures are affixed to the Improvements) or otherwise subject to the terms of this Lease.

(e) Each party agrees to pay to the other any and all reasonable costs and expenses incurred by them in connection with any litigation or other action instituted by one party against the other to enforce the obligations of such party under this Lease, to the extent that such party has prevailed in any such litigation or other action. To the extent that any amount payable by Tenant to Landlord pursuant to this Paragraph 20(e) shall be due and payable by Tenant to Landlord as Additional Rent.

21. Notices. All Notices shall be in writing and shall be deemed to have been given for all purposes (i) three (3) days after having been sent by United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address as stated below, or (ii) one (1) day after having been sent for overnight delivery by Federal Express, United Parcel Service or other nationally recognized air courier service.

To the Addresses stated below:

If to Landlord:

c/o Colony Capital Acquisitions
2450 Broadway, 6th Floor
Santa Monica, CA 90404
Attention: Director, Legal Department

With a copy to:

Polsinelli PC
900 Third Avenue
New York, New York 10022
Attention: Brooks S. Clark

If to Tenant:

CVSL Inc.
2400 Dallas Parkway, Suite 230

Plano, TX 75093

Attention: Ryan Mack

With a copy to:

Wright Ginsberg Brusilow PC
14755 Preston Road, Suite 600
Dallas, TX 75254

Attention: David E. Brusilow

If any Lender shall have advised Tenant by Notice in the manner aforesaid that it is the holder of a Mortgage and states in said Notice its address for the receipt of Notices, then simultaneously with the giving of any Notice by Tenant to Landlord, Tenant shall send a copy of such Notice to Lender in the manner aforesaid. For the purposes of this Paragraph 21, (i) any party may substitute its address by giving fifteen days’ notice to the other party in the manner provided above and (ii) the entry into of a Subordinate, Non-Disturbance and Attornment Agreement shall constitute notice to the parties listed therein. Any Notice may be given on behalf of any party by its counsel.

22. Estoppel Certificates. Tenant shall execute on the Commencement Date, and Landlord and Tenant shall at any time and from time to time, upon not less than twenty (20) days’ prior written request by the other (but not more than twice in any twelve (12) month period), execute, acknowledge and deliver to the other a statement in writing at Landlord’s option, with respect to each Individual Leased Premises or the Leased Premises, certifying (i) that this Lease is unmodified and in full effect (or, if there have been modifications, that this Lease is in full effect as modified, setting forth such modifications), (ii) the dates to which Basic Rent, payable hereunder has been paid, (iii) that to the knowledge of the signer of such certificate no default by either Landlord or Tenant exists hereunder or specifying each such default of which the signer may have knowledge, (iv) the remaining Term hereof, (v) with respect to a certificate signed on behalf of Tenant, that to the knowledge of the signer of such certificate, there are no proceedings pending or threatened against Tenant before or by any court or administrative agency which if adversely decided would materially and adversely affect the financial condition and operations of Tenant or if any such proceedings are pending or threatened to said signer’s knowledge, specifying and describing the same, and (vi) such other matters as may reasonably be requested by the party requesting the certificate and typical or otherwise customary in the landlord/tenant relationship. It is intended that any such statements may be relied upon by Lender, the recipient of such statements or their assignees or by any prospective purchaser, assignee or subtenant of any Individual Leased Premises. If requested by Lender, Tenant further agrees to provide an opinion from its general counsel addressed to Lender, any Rating Agencies and any other parties purchasing or owning an interest in a loan secured by the Leased Premises, to the effect that (i) this Lease is duly authorized by all necessary corporate action of Tenant, (ii) the Tenant is duly formed and in good standing under the laws of its state of formation and (iii) this Lease does not conflict with any agreements to which Tenant is a party.

23. Surrender and Holding Over.

(a) Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Leased Premises (except as to any Individual Leased Premises or portion thereof with respect to which this Lease has previously terminated) to Landlord in the

condition the same is required to be maintained by Tenant pursuant to this Lease (ordinary wear and tear excepted). Tenant shall remove from the Leased Premises on or prior to such expiration or earlier termination the Trade Fixtures and personal property which is owned by Tenant or third parties other than Landlord, and Tenant at its expense shall, on or prior to such expiration or earlier termination, repair any damage caused by such removal. Trade Fixtures and personal property not so removed at the end of the Term or within thirty days after the earlier termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such property and repairing any damage to any of each Individual Leased Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any property which becomes the property of Landlord as a result of such expiration or earlier termination.

(b) Any holding over by Tenant of any Individual Leased Premises after the expiration or earlier termination of the Term of this Lease or any extensions thereof, with the consent of Landlord, shall operate and be construed as tenancy from month to month only, at one hundred twenty-five percent (125%) of the Basic Rent reserved herein and upon the same terms and conditions as contained in this Lease. Notwithstanding the foregoing, any holding over without Landlord’s consent shall entitle Landlord, in addition to collecting Basic Rent at a rate of one hundred twenty-five percent (125%) thereof, to exercise all rights and remedies provided by law or in equity, including the remedies of Paragraph 19(b).

24. No Merger of Title. There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in or ownership of any of each Individual Leased Premises by reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate and (b) the fee estate or ownership of any of each Individual Leased Premises or any interest in such fee estate or ownership. No such merger shall occur unless and until all Persons, corporations, firms and other entities including Lender having any interest in (i) this Lease or the leasehold estate created by this Lease and (ii) the fee estate in or ownership of any Individual Leased Premises or any part thereof sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

25. Definition of Landlord.

(a) Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Leased Premises and shall not be enforced against the Landlord individually or personally.

(b) The term “Landlord” as used in this Lease so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners of each Individual Leased Premises or holder of the Mortgage in possession at the time in question of each Individual Leased Premises and in the event of any transfer or transfers of the title of each Individual Leased Premises, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer and conveyance of all personal liability as

respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed.

26. Hazardous Substances.

(a) Tenant agrees that it will not on, about, or under the Leased Premises, make, release, store, transport, treat or dispose of any “hazardous substances” as that term is defined in CERCLA; but the foregoing shall not prevent the use of any hazardous substances in accordance with Applicable Laws and regulations and at levels that do not impose any clean up liability or obligation. Tenant represents and warrants that it will at all times comply with CERCLA and any other Environmental Laws.

(b) Tenant represents and warrants that, as of the date hereof: (i) to the best of Tenant’s knowledge, none of each Individual Leased Premises, Tenant nor the operations conducted thereon is or has at any time been in violation of, or otherwise exposed to any liability under, any Environmental Laws; (ii) no hazardous substances or underground storage tanks are located on, in or under or have been handled, generated, stored, processed or disposed of on or released or discharged from the Leased Premises (including underground contamination), except for those substances used by Tenant in accordance with Applicable Laws and regulations and at levels that do not impose any clean up liability or obligation; (iii) there is no pending, nor, to Tenant’s knowledge, threatened litigation arising under Environmental Laws affecting Tenant or the Leased Premises; and (iv) to the best of Tenant’s knowledge, there has been no notice of any investigation or proceeding which could result in any liability, or any order in any way relating to any violation or liability arising, under any Environmental Laws. The representations and warranties hereunder shall survive the Expiration Date or any earlier termination of this Lease.

(c) To the extent required by CERCLA and/or any other Environmental Laws, Tenant shall remove, respond to or clean up any “hazardous substances” (as defined in CERCLA) and “Hazardous Materials” (as defined herein) whether now or hereafter existing on the Leased Premises and whether or not arising out of or in any manner connected with Tenant’s occupancy of each Individual Leased Premises during the Term. In addition to, and without limiting Paragraph 10 of this Lease, Tenant shall and hereby does agree to save, protect, defend, indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or in any manner connected with (i) the violation of or removal, response or cleanup mandated by any Environmental Law with respect to the Leased Premises or any violation thereof (provided not solely caused by the actions of Landlord); (ii) the Release or the threatened Release of or failure to remove, respond to or clean up as required by this Paragraph 26, “hazardous substances” (as defined in CERCLA) and Hazardous Materials (as defined herein) from the Leased Premises, any portion or portions thereof or any adjacent or surrounding areas, including any past or current Release or threatened Release during the Initial Term or any extension of Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of each Individual Leased Premises during the Initial Term or any extension or Renewal Term (but not solely caused by the actions of Landlord).

(d) The Tenant agrees that it will not install any underground storage tank at the Leased Premises without specific, prior written approval from the Landlord. The Tenant

agrees that it will not store combustible or flammable materials on the Leased Premises in violation of CERCLA or any other Environmental Laws.

(e) The obligations of Tenant under this Paragraph 26 shall survive any termination of the Lease.

27. Entry by Landlord. Landlord and its authorized representatives shall have the right upon reasonable notice (which shall be not less than two (2) business days except in the case of emergency) to enter the Leased Premises at all reasonable business hours (and at all other times in the event of an emergency): (a) for the purpose of inspecting the same or for the purpose of doing any work under Paragraph 11(c), and may take all such action thereon as may be necessary or appropriate for any such purpose (but nothing contained in this Lease or otherwise shall create or imply any duty upon the part of Landlord to make any such inspection or do any such work), and (b) for the purpose of showing the Leased Premises to prospective purchasers and mortgagees and, at any time within twelve (12) months prior to the expiration of the Term of this Lease for the purpose of showing the same to prospective tenants. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation.

28. No Usury. The intention of the parties being to conform strictly to the applicable usury laws, whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the legal rate permitted to be charged, such rate herein provided to be paid shall be deemed reduced to such legal rate.

29. Financial Statements and Additional Financial Covenants. So long as Tenant is a publicly listed company and is required to file quarterly and annual statements with the SEC, then unless otherwise accessible to Landlord and Lender through EDGAR, Tenant shall submit to Landlord and Lender, when filed with the SEC, copies of Tenant’s forms 10Q and 10K. If Tenant becomes a privately held company then Tenant shall submit to Landlord and Lender, either in print or in electronic form, the following financial statements, all of which must be prepared in accordance with GAAP: consistently applied: (i) quarterly financial statements for Tenant, within forty-five (45) days after the end of each March, June, September and December during the Term and any Renewal Term, and (ii) annual financial statements for Tenant, audited by an independent certified public accountant, within ninety (90) days after the end of each fiscal year during the Term and any Renewal Term. Also, if requested, to the extent applicable to the Individual Leased Premises, Tenant shall submit to Landlord and Lender the quarterly and annual sales reports for such Individual Leased Premises within thirty (30) days after the end of each such period. Tenant permits Landlord to share any financial information described herein, with Lender and any institutional lenders and future investors in the Leased Premises, or as otherwise required by law.

30. Special Tax Indemnity.

(a) Tenant hereby represents, warrants and covenants to Landlord as follows: (i) under current law, neither any Individual Leased Premises as a whole, the Leased Premises as a whole nor the Equipment constitutes “limited use property” within the meaning of Revenue Procedure 76-30, 1976 C.B. 647, as modified and superseded by Revenue Procedure 2001-28, 2001 C.B. 1156; (ii) at no time during the Term will the Leased Premises or any portion thereof

constitute “tax exempt use property” within the meaning of Section 168(h) of the Code; (iii) neither Tenant nor any Affiliate will claim any depreciation or cost recovery deductions with respect to the Leased Premises or any portion thereof, and has taken or will take any other action in connection with filing its or their federal income tax returns that would be a primary factor resulting in a Loss or Inclusion (in each case, as defined in Paragraph 30(b) below); (iv) as of the date hereof with respect to the (I) Improvements and Fixtures and (II) the Equipment, the Leased Premises and any Individual Leased Premises will not require any improvement, modification or addition in order to be rendered complete for its intended use by Tenant; and (v) all written information supplied, caused to be supplied or to be supplied to any appraiser by or on behalf of Tenant or any Affiliate of Tenant with respect to the Leased Premises or any portion thereof was or will be, as the case may be, true and accurate in all material respects when supplied.

(b) If, by reason of any act or omission of Tenant or by any other Person in possession of each Individual Leased Premises or any portion thereof or by reason of the inaccuracy or breach by Tenant of any of the representations, warranties and covenants contained in this Paragraph 30 in any material respect, any depreciation deductions are lost, disallowed, eliminated, reduced, recaptured, compromised, delayed or otherwise made unavailable to Landlord due to the acts of Tenant or its Affiliate (a “Loss”) or Landlord incurs a tax detriment because Landlord is required to include amounts in income other than Anticipated Lease Income (an “Inclusion”), Tenant shall, upon notice from Landlord promptly pay such Person designated by Landlord on demand in immediately available funds, as an indemnity an amount which, on an After-Tax Basis, shall be equal to the sum of (x) the increase in federal, state or local income tax liability for the respective taxable year attributable to such Loss or Inclusion plus (y) the amounts of interest, penalties and additions to tax (including, without limitation, any additions to tax because of underpayment of estimated tax), which are assessed against Landlord for such taxable year by the Internal Revenue Service or any relevant state, local or foreign taxing authority and which are attributable to such Loss or Inclusion.

(c) Landlord shall notify Tenant in writing of any actual or proposed claim, adjustment or other action of any tax authority received by Landlord in writing with respect to which Tenant may be required to provide indemnification under this Paragraph 30 (“Proposed Adjustment”). If Tenant shall request in writing within thirty (30) days after Landlord’s notice described above that the Proposed Adjustment be contested (or such shorter period in which the Landlord may be required to take action), Landlord shall contest the Proposed Adjustment; provided, however, that: (i) prior to taking such action, Tenant shall have furnished Landlord with an opinion of independent tax advisor chosen by Tenant and reasonably acceptable to Landlord, to the effect that Landlord has a reasonable possibility of success in contesting the claim; (ii) prior to taking such action, Tenant shall have (A) acknowledged its obligation to indemnify Landlord hereunder in the event Landlord does not prevail in such contest and (B) agreed to reimburse Landlord promptly on demand for (or, if so requested by Landlord, advance), all costs and expenses that Landlord may incur in connection with contesting such claim, including without limitation reasonable attorneys’ and accountants’ fees and expenses; (iii) no Event of Default shall exist and be continuing; (iv) Landlord shall not be obligated to contest any proposed amount that is less than Twenty-Five Thousand and 00/100 Dollars ($25,000.00); and (v) Landlord shall in all events control the contest, and Tenant shall have any right to inspect the books and records of Landlord during reasonable business hours and with at least forty-eight (48) hours’ notice, and shall have reasonable opportunity to review and

comment on portions of documentation, protests, memoranda or briefs relating exclusively to a Proposed Adjustment. In the event Landlord pays the tax claimed and then seeks a refund, Landlord may require Tenant to advance funds sufficient to pay the tax that would be indemnified by Tenant hereunder if the refund claim were resolved adversely to Landlord. To the extent the refund claim is successful, the refund received from the taxing authority and attributable to funds advanced by Tenant shall be refunded to Tenant, unless the refund is needed to pay an indemnity. Notwithstanding anything to the contrary in this Paragraph 30(c), Landlord may at any time decline to take any further action with respect to a Proposed Adjustment or may settle any contest without the consent of Tenant; provided, however, that if Tenant has complied with all the terms of this Paragraph 30(c), and Tenant has reasonably withheld in writing its consent to all or part of such assessment or settlement based upon its evaluation of the merits, Tenant will not be obligated to indemnify Landlord for the portion of such assessment or settlement to which Tenant has reasonably withheld its consent. For the purposes of Paragraphs 30 and 31, “Landlord” shall include Landlord’s successor and assigns and, in the case of any flow through entity, the member or other equity owners of Landlord required to report the gross or net income of Landlord and/or other items of income, expense, deduction and credit with respect thereto, and “Landlord”.

(d) Notwithstanding anything herein to the contrary, the provisions of this Paragraph 30 shall survive the earlier termination of this Lease.

31. Withholdings.

(a) Notwithstanding anything herein to the contrary, Tenant agrees that each payment of Basic Rent and Additional Rent shall be free and clear of, and without deduction for any withholdings of any nature whatsoever unless required by Applicable Law. If any deduction or withholding is required with respect to a payment of Basic Rent and/or Additional Rent by Tenant, Tenant shall pay an additional amount such that the net amount actually received by the Tax Indemnitee, after deduction or withholding, will be equal, on an After-Tax Basis, to all such amounts that would be received by the Tax Indemnitee if no such deduction or withholding had been required; provided, that the Tenant shall not be obligated to pay any additional amount pursuant to this Paragraph 31 if the Tax Indemnitee has not furnished satisfactory evidence to Tenant that Tax Indemnitee has received or is or was otherwise entitled to an exemption from the Internal Revenue Service with respect to any federal withholding requirements as of the Commencement Date. If as a result of Landlord’s assignment of its interest in this Lease to a person that is not a “United States Person” (within the meaning of Section 7701(a)(30) of the Code), the indemnities in this Paragraph 31 shall become null and void and of no further force and effect and Tenant shall have no further liability under this Paragraph 31 with respect to withholdings first occurring after the date of Landlord’s assignment.

(b) Further, notwithstanding anything to the contrary contained herein, Tenant agrees that each payment under the Note, Mortgage and the other loan documents shall be free and clear of, and without deduction for, any withholdings of any nature whatsoever unless required by Applicable Laws. If any deduction or withholding is required with respect to a payment under the Note, Mortgage or any of the other Loan documents, Tenant shall pay an additional amount such that the net amount actually received by the Tax Indemnitee, after

deduction or withholding, will be equal, on an After-Tax Basis, to all such amounts that would be received by the Tax Indemnitee if no such deduction or withholding had been required; provided, that, the Tenant shall not be obligated to pay any additional amount pursuant to this Paragraph 31 if the Tax Indemnitee does not provide evidence to Tenant that Tax Indemnitee has received or is or was or is entitled to an exemption from the United States federal withholding requirements as of the Commencement Date.

(c) Notwithstanding anything herein to the contrary, the provisions of this Paragraph 31 shall survive the earlier termination of this Lease.

(d) [Intentionally Omitted].

32. [Intentionally Omitted].

33. [Intentionally Omitted].

34. Separability. Each and every covenant and agreement contained in this Lease is, and shall be construed to be, a separate and independent covenant and agreement, and the breach of any such covenant or agreement by Landlord shall not discharge or relieve Tenant from its obligation to perform the same. If any term or provision of this Lease or the application thereof to any provision of this Lease or the application thereof to any person or circumstances shall to any extent be invalid and unenforceable, the remainder of this Lease, or the application of such term or provision to person or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and shall be enforced to the extent permitted by law.

35. Miscellaneous.

(a) The paragraph headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.

(b) As used in this Lease the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (i) “including” shall mean “including but not limited to”; (ii) “provisions” shall mean “provisions, terms, agreements, covenants and/or conditions”; and (iii) “obligation” shall mean “obligation, duty, agreement, liability, covenant or condition”.

(c) Any act which Landlord is permitted to perform under this Lease may be performed at any time and from time to time by Landlord or any person or entity designated by Landlord. Any act which Tenant is required to perform under this Lease shall be performed at Tenant’s sole cost and expense.

(d) This Lease may be modified, amended, discharged or waived only with the written consent of Lender by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(e) The covenants of this Lease shall run with the Land and bind Tenant, the successors and assigns of Tenant and all present and subsequent encumbrances and subtenants of any such Individual Leased Premises, and shall inure to the benefit of and bind Landlord, its successors and assigns.

(f) Any merger or consolidation by Tenant with another Person, or sale of substantially all of the assets of Tenant to another Person, shall be deemed an assignment of this Lease, and Tenant shall be obligated to deliver to Landlord an agreement executed and acknowledged by the surviving entity in recordable form wherein the surviving entity agrees to assume and to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such transaction.

(g) This Lease will be simultaneously executed in several counterparts, each of which when so executed and delivered shall constitute an original, fully enforceable counterpart for all purposes.

(h) This Lease shall be governed by and construed according to the laws of the State of Ohio.

(i) Notwithstanding anything contained herein to the contrary, each party to this Lease (and each of its employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Lease and all materials of any kind (including opinions and other tax analyses) that are provided to such party or parties relating to the tax treatment or tax structure of the Lease, except that such disclosure is not permitted to the extent necessary for each party to comply with the federal or state securities laws. This authorization is not intended to permit disclosure of any other information and materials relating to the Lease including, without limitation: (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the Lease, (ii) the identities of participants or potential participants in the Lease, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the Lease), and (v) any other term or detail not relevant to the tax treatment or the tax structure of the Lease.

36. Specially Designated Nationals; Blocked Persons; Embargoed Persons.

(a) Tenant represents and warrants to Landlord that (A) Tenant and each person or entity directly or indirectly owning an interest in Tenant is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by, any Embargoed Person, (C) no Embargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (D) none of the funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law or that the Lease is in violation of law, and (E) Tenant has

implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law.

(b) Tenant covenants and agrees (A) to comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, (B) to immediately notify Landlord in writing if any of the representations, warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Tenant has a reasonable basis to believe that they may no longer be true or have been breached, (C) not to use funds from any “Prohibited Person” (as such term is defined in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under the Lease and (D) at the request of Landlord, to provide such information as may be requested by Landlord to determine Tenant’s compliance with the terms hereof.

(c) Tenant hereby acknowledges and agrees that Tenant’s or any direct or indirect beneficial owner thereof, inclusion on the List, or finding by a court of competent jurisdiction that Tenant or any direct or indirect beneficial owner is an Embargoed Person or Prohibited Person at any time during the Term shall be an Event of Default. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portion thereof to be used or occupied by any person or entity on the List or by any Embargoed Person or Prohibited Person (on a permanent, temporary or transient basis), and any such use or occupancy of each Individual Leased Premises by any such person or entity shall be an Event of Default.

[Signatures and acknowledgements immediately follow this page.]

IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed under seal as of the day and year first above written.

	LANDLORD:

	CFI NNN RAIDERS, LLC


	By:
	Name:	Mark M. Hedstrom
	Title:	Vice President

ACKNOWLEDGMENT OF LANDLORD

State of	)
	) SS
County of	)

I, , a Notary Public in and for the County and State aforesaid, do hereby certify that Mark M. Hedstrom, to me known, who declared and acknowledged that he is a Vice President of CFI NNN RAIDERS, LLC, a limited liability company organized under the laws of Delaware, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability company and as his own free and voluntary act, for the uses and purposes therein set forth.

Given under by hand and notarial seal this day of , 2014.


	Notary Public

	Printed Name:

(Seal)

Commission expires:

[Signature Page to Master Lease Agreement]

IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed under seal as of the day and year first above written.

	TENANT:

	CVSL, INC.


	By:	/s/ John Rochon Jr.
	Name:	John Rochon Jr.
	Title:	Vice Chairman

ACKNOWLEDGMENT OF TENANT

State of	)
	) SS
County of	)

I, , a Notary Public in and for the County and State aforesaid, do hereby certify that , to me known, who declared and acknowledged that he is a of CVSL Inc., a corporation organized under the laws of Florida, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability company and as his own free and voluntary act, for the uses and purposes therein set forth.

Given under by hand and notarial seal this day of , 2014.


	Notary Public

	Printed Name:

(Seal)

Commission expires:

[Signature Page to Master Lease Agreement]

EXHIBIT A-1

LEGAL DESCRIPTION BUILDING “A”