JRjr33, Inc. (Form: 8-K, Received: 06/12/2017 16:59:56)

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): June 6, 2017

JRjr33, INC.

(Exact name of registrant as specified in its charter)



Florida	Commission	98-0534701
(State or other jurisdiction	File No.: 001-36755	(IRS Employer
of incorporation or organization)		Identification No.)

2950 North Harwood Street, 22nd Floor, Dallas, Texas 75201

(Address of principal executive offices and zip code)

(469) 913-4115

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On June 6, 2017, JRJR33, Inc. (the “Company”) entered into a Forbearance and Amendment Agreement (the “Forbearance Agreement”) with Dominion Capital LLC (“Dominion”) pursuant to which Dominion agreed, for a period of sixty (60) days (subject to extension as described below for an additional sixty (60) days), to forbear from exercising any of its rights or remedies with respect to Existing Defaults (as defined in the Forbearance Agreement), including the Company being unable to timely file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, under the senior secured convertible note in the original principal amount of $4,000,000 that the Company issued to Dominion on November 20, 2015 (the “Note”). A condition to the forbearance was the purchase by Rochon Capital Partners, Ltd. (“Rochon Capital”) of $1,000,000 in aggregate principal amount and $23,000 in accrued and unpaid interest of the Note from Dominion (the “Purchased Note”), the execution of a subordination agreement, and the Company agreeing to a payment restriction covenant and a revised payment schedule. The forbearance period is subject to extension for an additional 60 days by the purchase by Rochon Capital of an additional $750,000 in principal amount of the Note from Dominion. The Note that the Company issued to Dominion now has an aggregate principal balance amount of $2,400,000 with monthly payments of $50,000 principal and interest due by the 21 ^st of each month through September 21, 2017 and a final principal payment of $2,200,000 plus interest due on October 21, 2017.

On June 6, 2017, as a condition to the Forbearance Agreement, a Securities Purchase Agreement was entered into by and between Dominion, as seller, and Rochon Capital, as purchaser, wherein Dominion sold to Rochon Capital and Rochon Capital acquired from Dominion, its rights as a holder of the Purchased Note under the Securities Purchase Agreement.

On June 6, 2017, as a condition to the Forbearance Agreement, the Company, Rochon Capital and Dominion entered into a Subordination and Intercreditor Agreement pursuant to which Rochon Capital agreed to subordinate all payments under the Purchased Note to the payment in full of the Note retained by Dominion.

The Forbearance Agreement, the Subordination and Intercreditor Agreement and the Securities Purchase Agreement are included as Exhibits 4.1, 10.1, and 10.2, respectively, herein, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d)	Exhibits
Exhibit 4.1	Forbearance and Amendment Agreement by and between Dominion Capital LLC and JRjr33, Inc.
Exhibit 10.1	Subordination and Intercreditor Agreement by and among Dominion Capital LLC, Rochon Capital Partners, Ltd and JRjr33, Inc. dated as of June 6, 2017
Exhibit 10.2	Securities Purchase Agreement by and between Dominion Capital LLC and Rochon Capital Partners, Ltd. dated as of June 6, 2017.

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.



	JRjr33, Inc.


Date: June 12, 2017	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

EXHIBIT INDEX



Exhibit No.		Description
Exhibit 4.1		Forbearance and Amendment Agreement by and between Dominion Capital LLC and JRjr33, Inc.
Exhibit 10.1		Subordination and Intercreditor Agreement by and among Dominion Capital LLC, Rochon Capital Partners, Ltd and JRjr33, Inc. dated as of June 6, 2017
Exhibit 10.2		Securities Purchase Agreement by and between Dominion Capital LLC and Rochon Capital Partners, Ltd. dated as of June 6, 2017.

EXHIBIT 4.1

EXECUTION COPY

FORBEARANCE AND AMENDMENT AGREEMENT

This Forbearance and Amendment Agreement (“ Agreement ”) is made and entered into this sixth day of June, 2017, by and between, DOMINION CAPITAL LLC (the “ Investor ”) and JRJR33, INC. (f/k/a CVSL Inc.), a Florida corporation (“ JRJR33 ” or the “ Company ”) (collectively, the “ Parties ”).

WHEREAS, the Parties refer herein to the following:

(i) that certain Securities Purchase Agreement, dated as of November 20, 2015 (as amended, restated or otherwise modified from time to time, the “ Securities Purchase Agreement ”), by and among the Company and the buyers signatory thereto (the “ Buyers ”), pursuant to which, among other things, the Company sold, and the Investor, in its capacity as a Buyer, purchased that certain Senior Secured Convertible Note, dated November 20, 2015, with an initial aggregate principal amount of $4,000,000 (the “ Note ”), convertible into shares of Common Stock (as defined in the Securities Purchase Agreement); and

(ii) that certain Event of Default Redemption Notice (as defined in the Note), delivered by the Investor to the Company on May 16, 2017 (the “ Existing Redemption Notice ”).

WHEREAS, the Company acknowledges that it has defaulted under the terms of the Note on the Events of Default (as defined in the Note) as set forth on Schedule I attached hereto (collectively, the “ Existing Defaults ”);

WHEREAS, as of the date hereof, the Company has failed to redeem the Note as required pursuant to the terms thereof and the Existing Redemption Notice; and

WHEREAS, pursuant to the terms of this Agreement, the Investor has agreed to forbear from exercising any of its rights or remedies with respect to the Existing Defaults under the Note for a period of sixty days commencing on the Effective Date and expiring on the 60 ^th day thereafter (the “ Forbearance Expiration Date ”) solely if (i) the Company enters into this Agreement, (ii) Rochon Capital Partners, Ltd. (“ Rochon ”) acquires $1 million in aggregate principal amount and $23,000 in accrued and unpaid interest of the Investor’s Note for $1,023,000 in cash, pursuant to that certain Securities Purchase Agreement, in the

form attached hereto as Exhibit A (the “ Assignment Agreement ”), (iii) the Company and Rochon execute and deliver to the Investor that certain Subordination Agreement, in the form attached hereto as Exhibit B (the “ Subordination Agreement ”), (iv) the Company agrees to the Payment Restriction Covenant (as defined below), (v) the parties amend and restate Schedule 32(w) of the Note in the form attached hereto as Schedule II and (vi) the Company, on the date hereof, pays $22,602 (the “ Legal Counsel Amount ”) to Kelley Drye & Warren LLP for legal fees and expenses related to waivers requested by the Company, filings related to the prior change of the Company’s name, the drafting and negotiation of Assignment Agreement and the transactions contemplated hereby and pursuant to the other Forbearance Documents (as defined below) (collectively, the “ Forbearance Conditions ”); provided that such Forbearance Expiration Date may be extended for an additional 60 days by the purchase of an additional $750,000 in aggregate principal amount of the Note then held by the Investor (and any accrued and unpaid interest thereon) by Rochon or any affiliate thereof in cash with a dollar-for-dollar purchase price (the “ Extended Forbearance Date ”). Capitalized terms not defined herein shall have the meaning as set forth in the Assignment Agreement.

NOW, THEREFORE, in consideration of the promises, mutual covenants, understandings and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by all parties, the parties do hereby agree as follows:

1. Forbearance . Effective upon the later of the date of execution of this Agreement, and the Subordination Agreement and the satisfaction of the other Forbearance Conditions (such later date, the “ Effective Date ”) until the Forbearance Expiration Date (such date from the Effective Date through the Forbearance Expiration Date or the Extended Expiration Date if the Expiration Date has been extended, the “ Forbearance Period ”), the Investor agrees to withdraw the Existing Redemption Notice ab initio and not to exercise any of its rights or remedies with respect to the Existing Defaults through the Forbearance Expiration Date (in each case, excluding (a) any action in connection with any Bankruptcy Event of Default (as defined in the Note), and/or (b) any action taken by any holder (or any representative or agent thereof) of indebtedness of the Company or any of its Subsidiaries to

establish, maintain or create or perfect a lien on any assets of the Company or any of its Subsidiaries) (the “ Forbearance ”). In consideration for the foregoing Forbearance, (i) as of the Effective Date, Schedule 32(w) of the Remaining Note is hereby amended and restated in the form attached hereto as Schedule II (the “ Schedule Amendment ”), (ii) on the date hereof the Company shall pay the Legal Counsel Amount to Kelley Drye & Warren LLP, by wire transfer in U.S. dollars and immediately available funds in accordance with the instructions provided to the Company on the invoice delivered to the Company with respect thereto prior to the date hereof , (iv) until such time as the Company is current in its public filings with the SEC, except with the express written consent of the Investor, the Company and its Subsidiaries shall cease all cash withdrawals for, and/or payments of any amounts of any kind to, any officer, director, employee, affiliate, agent or other related parties of the Company or any of its Subsidiaries (or any of their officers, directors, employees, affiliates, agents or other related parties) other than payments of ordinary salaries and reimbursement of ordinary expenses to employees, officers and directors of the Company in the ordinary course of business, consistent with past practices (the “ Payment Restriction Covenant ”) and (v) on or prior to the Forbearance Expiration Date, the Company shall duly execute and deliver to the Investor the Subordination Agreement.

3. The Investor’s Representations and Warranties . The Investor represents and warrants as follows:

a. It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.

b. It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.

c. It has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel, accountant and tax advisers; and this Agreement has been executed and delivered by it of its own free will and without

promises, threats or the exertion of any duress.

d. This Agreement has been duly executed by the Investor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

1. JRJR33’s Representations and Warrants. JRJR33 represents and warrants as follows:

a. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect (as defined in the Securities Purchase Agreement).

b. Neither the Company nor any of its Subsidiaries are under any contractual or other restriction or other obligation which is inconsistent with this Agreement, the Transaction Documents, the Subordination Agreement and any other related documents (collectively, the “ Forbearance Documents ”). The execution, delivery and performance of this Agreement and the other Forbearance Documents by the Company and each of its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby will not (I) result in a violation of the Certificate of Incorporation or other organizational documents of the Company or any of its Subsidiaries, any capital stock

of the Company or any of its Subsidiaries or Bylaws of the Company or any of its Subsidiaries, (II) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (III) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market and including all applicable federal laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (II) or (III) above, to the extent that such violations could not reasonably be expected to have a Material Adverse Effect.

c. The execution and delivery of this Agreement and the other Forbearance Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or the Company’s stockholders in connection therewith. This Agreement and the other Forbearance Documents have been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

d. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated hereby. All consents, authorizations, orders, filings

and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof (or in the case of filings, will be made timely after the date hereof), and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registrations, applications or filings contemplated hereby. The Company has received notice that it is not in compliance with the NYSE Listed Company Manual due to its failure to maintain the requisite stockholders equity and its failure to file its Annual Report on Form 10-K for the year ended December 31, 2016. “ Governmental Entity ” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

e. All disclosure provided to the Investor regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to the Investor pursuant to or in connection with this Agreement and the other Forbearance Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. Any financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to the Investor have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to the Investor, the Company’s best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results).

2. No Change To Terms Except As Set Forth . The Company hereby confirms and agrees that, except for the Schedule Amendment, (i) each of the Remaining Note, the Security Documents, the Guarantees, the Subordination Agreement and the other Forbearance Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, (ii) to the extent that the Security Documents, the Guarantees or any other Forbearance Document purports to assign or pledge to the Investor, or to grant to the Collateral Agent a security interest in or lien on, any collateral as security for the obligations of the Company from time to time existing in respect of the Remaining Note and any other Forbearance Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Remaining Note, and (iii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Investor under any Forbearance Document, nor constitute an amendment of any provision of any

Forbearance Document.

3. Disclosure . The Company shall, on or before 8:30 a.m., New York City time, on the fourth business day after the date of this Agreement, issue a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching this Agreement, the Assignment Agreement, the Subordination Agreement and the forms of any other Forbearance Documents that have not been previously filed with the SEC as an exhibit thereto (collectively with all exhibits attached thereto, the “ 8-K Filing ”). As soon as commercially practicable after the Company’s receipt of written notice (which may be made by e-mail) from the Investor electing not to receive any further material non-public information pursuant to Section 7 below (the “ Information Release Request Date ”), but in no event later than the earliest of (a) such initial deadline after the Information Release Request Date that a Annual Report on Form 10-K of the Company is required to be filed with the SEC (the “ Next 10-K ”), (b) such initial deadline after the Information Release Request Date that a Quarterly Report on Form 10-Q of the Company is required to be filed with the SEC (the “ Next 10-Q ”), (c) the date of the filing of the Next 10-K with the SEC, (d) the date of filing of the Next 10-Q with the SEC and (e) the date of filing of a Current Report on Form 8-K (a “ Cleansing 8-K ”), which discloses any remaining material, nonpublic information the Investor received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents (the “ Existing MNPI ”), as applicable, the Company shall include in its Next 10-K, Next 10-Q or in a Cleansing 8-K (as applicable, the “ Cleansing Filing ”) all Existing MNPI, such that from and after such Cleansing Filing, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company from and after the Cleansing Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor from and after the Cleansing Filing without the Investor's express prior written consent, the Company hereby covenants

and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the from and after the Cleansing Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

4. Weekly and Monthly Information Statements . On the first Business Day of each calendar week during the Forbearance Period, the Company shall deliver to the Investor a consolidated balance sheet, statement of income, statement of cash flows, a list of all cash and securities accounts of the Company and its Subsidiaries with then current balances, a table of accounts receivable and accounts payable with aging thereof and a table of inventory status for the Company and its Subsidiaries over the prior seven day period and, in the case of the first Business Day of the first week of a calendar month, the prior calendar month, in each case, in reasonable detail and prepared in accordance with GAAP, subject to audit and year-end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous fiscal year and in form and substance reasonably satisfactory to the Investor (each, an “ Information Statement ”). The Investor hereby consents to the disclosure to it of the confidential information contained in each Information Statement until the Information Release Request Date. Notwithstanding anything in the Forbearance Documents to the contrary, the Company shall be obligated to include each Information Statement occurring in any given quarterly period in the Quarterly Report on 10-Q for such period or, if applicable with respect to Information Statements that have not been previously filed with the SEC, in any

given annual period in the Annual Report on 10-K for such period.

5. Binding . This Agreement shall inure to the benefit of the parties and shall be binding upon each of the parties and their assigns, successors, heirs, and representatives.

6. Authority . Each of the Parties represents and warrants that it has the authority to enter into this Agreement, that the person(s) signing this Agreement on its behalf is authorized to do so and that it has not assigned or otherwise transferred any interest in any claim which is the subject of this Agreement.

7. No Recitals . Each of the Parties agrees and understands that all of the terms of this Agreement are contractual and not merely recitals.

8. No Duress . Each of the Parties to this Agreement was represented by counsel and this Agreement was negotiated at arm's length and should not be read against any party. Each of the Parties and their respective counsel acknowledge that they have carefully read and fully understand the provisions of this Agreement, that they have been given a reasonable period of time to consider the terms of this Agreement, and that they enter into this Agreement knowingly and voluntarily and not as a result of any pressure, coercion, or duress and thus no party shall attempt to invoke the rule of construction to the effect that ambiguities, if any, are to be resolved against the drafting party.

9. Severability . If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

10. Choice of Law and Venue . This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and the Investor each (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum is an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and

the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Company and the Investor further agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agree that service of process upon it mailed by certified mail to its address set forth for notices herein shall be deemed in every respect effective service of process in any such suit, action or proceeding.

11. Entire, Final and Binding Agreement . Each of the Parties acknowledges and agrees that this Agreement is the final and binding Agreement between them concerning the matters released. This writing contains the entire Agreement of the Parties and, in entering into this Agreement, each of the Parties acknowledges that it has not relied on any promise, agreement, representation or statement, whether oral or written, that is not expressly set forth in this Agreement.

12. Amendments or Waivers . No change to or modification of this Agreement shall be valid or binding unless it is in writing and signed by the Parties.

13. Date of Execution . The date of execution of this Agreement shall be the date upon which the last of the Parties signs this Agreement.

14. Counterparts . This Agreement may be signed in counterparts and, if so signed, this Agreement shall have the same force and effect as if signed at the same time. A facsimile or PDF signature shall be deemed to be an original signature for all purposes.

15. Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day, (c) the second (2nd) business

day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth below (or at such other address as designated by a party to the other party in writing from time to time).

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IN WITNESS WHEREOF , expressly intending to be legally bound, the Parties through their duly authorized agents, have executed this Agreement as of the dates set forth below.



JRJR33, INC. (F/K/A CVSL INC.) By: /s/ John P. Rochon Name: John P. Rochon Title: Chairman & CEO Address: 2950 N Harwood 22nd Floor, Dallas, Texas 75201 Fax:	DOMINION CAPITAL LLC By: /s/ Mikhail Gurevich Name: Mikhail Gurevich Title: Managing Member Address: 341 W 38th St., Suite 800 New York, NY Fax:

Schedule I

Existing Defaults

Reference is hereby made to (i) that certain Securities Purchase Agreement, dated as of November 20, 2015 (as amended, restated or otherwise modified from time to time, the “ Securities Purchase Agreement ”), by and among JRjr33, Inc. (f/k/a CVSL Inc.), a Florida corporation (the “ Company ”) and the buyers signatory thereto (the “ Buyers ”), pursuant to which, among other things, the Company sold, and Dominion Capital LLC (“ Dominion ”), in its capacity as a Buyer, purchased that certain Senior Secured Convertible Note, dated November 20, 2015, with an initial aggregate principal amount of $4,000,000 (the “ Note ”), convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) and (ii) that certain waiver, dated August 22, 2016, by and between the Company and Dominion (the “ Waiver ”). Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement. Each of the foregoing occurrences, separately, constitute an Event of Default as follows:

Under Section 4(c) of the Securities Purchase Agreement, dated as of November 20, 2015 (as amended, restated or otherwise modified from time to time, the “SPA”) by and among JRjr33, Inc. (the “Company”) and Dominion Capital LLC (“Dominion”), the Company is in breach for being unable to timely file, without unreasonable effort and expense, its Annual Report on Form 10-K for year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 in breach of the Section 4(c) covenant of the SPA.

The other defaults cited include a breach under Section 14(q)(ii) of the Note, wherein notwithstanding anything to the contrary contained in Section 14, and without limiting any of the foregoing, if at any time on or after the date that is twenty-one (21) calendar days following the Closing Date, the total aggregate amount of the Company’s and any of its Subsidiaries, in the aggregate, cash that is not held in a Controlled Account (other than Excluded Collateral) (as defined in the Security Agreement) exceeds $1,000,000 (the “Maximum Free Cash Amount”), the Company shall within two (2) Business Days following such date, effect a transfer to a Controlled Account of a cash amount sufficient to reduce the total aggregate amount of the Company’s and its Subsidiaries’, as applicable, cash that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount. Notwithstanding the foregoing, this Section 14(q)(ii) shall not apply to cash securing the (i)Permitted Sale Leaseback Indebtedness; (ii) the Permitted Kleeneze Indebtedness; or (iii) the Permitted UBS Indebtedness.

Further default cited includes a breach under Section 14(l) of the Note, wherein the Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

Further default cited includes a breach under Section 14(c) of the Note wherein the Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract right) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.

Further default cited includes a breach under Section 7(a) of the Note the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $1,500,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $1,500,000, which breach or violation permits the other party thereto to declare a

default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the aggregate.

Schedule II

Amended and Restated Schedule 32(w) of Remaining Note



Updated for 5-18-2017
Date	Beginning Balance	Interest	Interest Payment	Principal Payment	Principal Conversion/Sale	Ending Balance
11/20/2015						4,000,000.00
12/21/2015	4,000,000.00	32,500.00	(32,500.00)			4,000,000.00
1/20/2016	4,000,000.00	32,500.00	(32,500.00)			4,000,000.00
2/19/2016	4,000,000.00	32,500.00	(32,500.00)			4,000,000.00
3/18/2016	4,000,000.00	32,500.00	(32,500.00)	(50,000.00)		3,950,000.00
4/18/2016	3,950,000.00	32,093.75	(32,093.75)	(50,000.00)		3,900,000.00
5/18/2016	3,900,000.00	31,687.50	(31,687.50)	(50,000.00)		3,850,000.00
6/20/2016	3,850,000.00	31,281.25	(31,281.25)	(50,000.00)		3,800,000.00
7/20/2016	3,800,000.00	30,875.00	(30,875.00)	(50,000.00)		3,750,000.00
8/19/2016	3,750,000.00	30,468.75	(30,468.75)	(50,000.00)		3,700,000.00
9/19/2016	3,700,000.00	30,062.50	(30,062.50)	(50,000.00)		3,650,000.00
10/19/2016	3,650,000.00	29,656.25	(29,656.25)	(50,000.00)		3,600,000.00
11/18/2016	3,600,000.00	29,250.00	(29,250.00)	(50,000.00)		3,550,000.00
12/19/2016	3,550,000.00	28,843.75	(28,843.75)	(50,000.00)		3,500,000.00
1/19/2017	3,500,000.00	28,437.50	(28,437.50)	(50,000.00)		3,450,000.00
2/21/2017	3,450,000.00	0	0	0		3,450,000.00
3/21/2017	3,450,000.00	0	0	0		3,450,000.00
4/21/2017	3,450,000.00	158,700.00	(158,700.00)	0		3,450,000.00
5/21/2017	3,450,000.00	28,031.25	(28,031.25)	(50,000.00)	(1,000,000.00)	2,400,000.00
6/21/2017	2,400,000.00	20,150.00	(20,150.00)	(50,000.00)		2,350,000.00



7/21/2017	2,350,000.00	19,093.75	(19,093.75)	(50,000.00)	2,300,000.00
8/21/2017	2,300,000.00	19,310.42	(19,310.42)	(50,000.00)	2,250,000.00
9/21/2017	2,250,000.00	18,890.63	(18,890.63)	(50,000.00)	2,200,000.00
10/21/2017	2,200,000.00	17,875.00	(17,875.00)	(2,200,000.00)	0

JR Assignment
Start	4/21/2017
End	6/6/2017
Rate	18%
Accrued Interest	23,000.00
Principal	1,000,000.00
Total	1,023,000.00

EXHIBIT 10.1

SUBORDINATION AND INTERCREDITOR AGREEMENT

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified, this “ Agreement ”) is entered into as of this June 6, 2017, by and among (i) Dominion Capital LLC (the “ Senior Creditor ”), (ii) Rochon Capital Partners, Ltd., a Texas limited partnership (the “ Subordinated Creditor ”), and (iii) JRjr33, Inc. (f/k/a CVSL Inc.), a Florida corporation (the “ Company ”).

R E C I T A L S

A. On November 20, 2015, the Senior Creditor entered into that certain Securities Purchase Agreement (the “ Securities Purchase Agreement ”), dated as of November 20, 2015, by and among the Company, and the investors listed on the Schedule of Buyers attached thereto (individually, a “ Buyer ” and collectively, the “ Buyers ”), whereby the Senior Creditor (as a Buyer) purchased at the Closing (as defined in the Securities Purchase Agreement) a senior secured convertible note with an initial principal amount $4,000,000 (the “ Original Note ”) all in accordance with that certain Senior Secured Convertible Note agreement issued by Company and dated as of November 20, 2015 (the “ Senior Secured Convertible Note Agreement ”).

B. On or about the date hereof, the Senior Creditor and the Subordinated Creditor have entered into that certain Securities Purchase Agreement (the “ Assignment Agreement ”), dated as of June 6, 2017, whereby, subject to the satisfaction of the conditions to closing set forth therein, the Senior Creditor (i) in accordance with Section 19 of the Senior Secured Convertible Note Agreement, has caused the Original Note to be surrendered to the Company and has caused the Company to issue two (2) new notes in exchange therefor, the first being in the aggregate principal amount of $1,000,000 (the “ Purchased Note ”) and the second being in the aggregate principal amount of $2,400,000 (the “ Remaining Note ”), (ii) has agreed to sell to the Subordinated Creditor, and the Subordinated Creditor has agreed to purchase, the Purchased Note and (iii) has agreed to assign to the Subordinated Creditor, and the Subordinated Creditor has agreed to assume, its rights as a holder of the Purchased Note pursuant to the Securities Purchase Agreement (other than any rights pursuant to Section 4(o) of the Securities Purchase Agreement, which was not assigned to the Subordinated Creditor) (collectively, the “ Sale and Assignment ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Assignment Agreement.

C. As an inducement to and as one of the conditions precedent to the agreement of the Senior Creditor to consummate the transactions contemplated by the Assignment Agreement, the Senior Creditor have required the execution and delivery of this Agreement by the Subordinated Creditor and the Company in order to set forth the relative rights and priorities of the Senior Creditor and the Subordinated Creditor under the Transaction Documents (as defined below).

NOW, THEREFORE, in order to induce the Senior Creditor to consummate the transactions contemplated by the Assignment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Definitions . The following terms shall have the following meanings in this Agreement:

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.

“ Distribution ” means, with respect to any indebtedness or obligation: (a) any payment or distribution by any Person of cash, securities or other property, by set-off or otherwise, on account of such indebtedness or obligation; (b) any redemption, purchase or other acquisition of such indebtedness or obligation by any Person; or (c) the granting of any lien or security interest to or for the benefit of the holders of such indebtedness or obligation in or upon any property of any Person.

“ Enforcement Action ” shall mean: (a) to take from or for the account of the Company or any guarantor of the Subordinated Debt, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by the Company or any such guarantor with respect to the Subordinated Debt; (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against the Company or any such guarantor to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt; (c) to accelerate the Subordinated Debt; (d) to exercise any put option or to cause the Company or any such guarantor to honor any redemption or mandatory prepayment obligation under any Transaction Documents; (e) to notify account debtors or directly collect accounts receivable or other payment rights of the Company or any such

guarantor; or (f) take any action under the provisions of any state or federal law, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of the Company or any such guarantor.

“ Paid in Full ” of “ Payment in Full ” means that: (a) all Senior Debt has been indefeasibly paid in full in cash or converted to shares of Common Stock pursuant to the terms of the Remaining Note (in each case, other than contingent indemnification obligations for which no claim yet has been asserted in writing); (b) all commitments to lend or purchase any Notes under the Transaction Documents have been terminated and no Person has any further right to obtain loans or other extensions of credit under the Transaction Documents; and (c) any costs, expenses and contingent indemnification obligations which are not yet due and payable but with respect to which a claim is pending or may reasonably be expected to be asserted under the Transaction Documents have been paid in full in cash.

“ Permitted Refinancing ” shall mean any refinancing of the Senior Debt under the Transaction Documents, provided that the financing documentation entered into by the Company in connection with such Permitted Refinancing constitutes Permitted Refinancing Senior Debt Documents.

“ Permitted Refinancing Senior Debt Documents ” shall mean any financing documentation which replaces the Transaction Documents and pursuant to which the Senior Debt under the Transaction Documents is refinanced, as such financing documentation may be amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Person ” means any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“ Proceeding ” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“ Transaction Documents ” shall mean the Assignment Agreement, Securities Purchase Agreement, and the other Transaction Documents and all other agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time subject to the terms of this Agreement.

“ Senior Covenant Default ” shall mean any “Event of Default” (other than a Senior Payment Default) under the Transaction Documents, or any condition or event that, after notice or lapse of time or both, would constitute such an Event of Default (other than a Senior Payment Default) if that condition or event were not cured or removed within any applicable grace or cure period set forth therein.

“ Senior Creditor ” shall mean the holders of the Senior Debt from time to time party to the Assignment Agreement.

“ Senior Debt ” shall mean all obligations, liabilities and indebtedness of every nature of the Company or any guarantor from time to time owed to the Senior Creditor under the Transaction Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code together with (a) any amendments, modifications, renewals or extensions thereof to the extent in accordance with the terms of this Agreement and (b) any interest accruing thereon after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim.

“ Senior Default ” shall mean any Senior Payment Default or Senior Covenant Default.

“ Senior Default Notice ” shall mean a written notice from the Senior Creditor pursuant to which the Subordinated Creditor are notified of the occurrence of a Senior Default, which notice incorporates a reasonably detailed description of such Senior Default.

“ Senior Payment Default ” shall mean any “Event of Default” under the Transaction Documents resulting from the failure of the Company to pay to the Senior Creditor, on a timely basis, any principal, interest, fees or other obligations

under the Transaction Documents, including, without limitation, any default in payment of Senior Debt after acceleration thereof or the delivery of any Redemption Notice (as defined in the Remaining Note) with respect thereto.

“ Subordinated Debt ” shall mean all of the obligations of the Company or any guarantor to the Subordinated Creditor evidenced by or incurred pursuant to the Purchased Note or any other Transaction Document.

“ Subordinated Debt Default ” shall mean a default in the payment of the Subordinated Debt or in the performance of any term, covenant or condition contained in the Transaction Documents (other than the Remaining Note) or any other occurrence permitting the Subordinated Creditor to accelerate the payment of, put or cause the redemption of all or any portion of the Subordinated Debt or any Transaction Documents.

“ Subordinated Debt Default Notice ” shall mean a written notice from the Subordinated Creditor or the Company to the Senior Creditor pursuant to which the Senior Creditor are notified of the occurrence of a Subordinated Debt Default, which notice incorporates a reasonably detailed description of such Subordinated Debt Default.


2.	Subordination .

2.1 Subordination of Subordinated Debt to Senior Debt . The Company covenants and agrees, and the Subordinated Creditor by its execution of the Transaction Documents and the acceptance of the Purchased Note (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Transaction Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the prior Payment in Full of all Senior Debt. Each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement. Notwithstanding the foregoing, or anything to the contrary contained in this Agreement, nothing herein shall restrict the rights of the Company to issue, or a Subordinated Creditor to accept, shares of Common Stock in satisfaction, in whole or in part, of any obligation under any Subordinated Debt in accordance with the terms thereof in effect as of the Closing Date.

2.2 Liquidation, Dissolution, Bankruptcy . In the event of any Proceeding involving the Company or any Subsidiary of the Company:

(a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated Debt.

(b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Creditor (to be applied to the outstanding amount of Senior Debt held by the Senior Creditor) until all Senior Debt is Paid in Full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior Creditor. The Subordinated Creditor also irrevocably authorizes and empowers the Senior Creditor, in the name of Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.

(c) The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt.

(d) The Subordinated Creditor agrees that the Senior Creditor may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide. The Subordinated Creditor agrees not to object to any of the foregoing. The Subordinated Creditor agrees that it will: (i) not seek to provide financing to the Company in any Proceeding; (ii) support, and not object to or oppose, any sale or other disposition of any property under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if the Senior Creditor have consented to such sale or disposition; and (iii) not propose, seek and/or support confirmation of any plan to which the Senior Creditor have not consented in writing; the Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which the Senior Creditor have objected to and/or rejected in writing. The Subordinated Creditor waives any claim it may now or hereafter have arising out of the Senior Creditor’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Company, as debtor in possession.

(e) The Subordinated Creditor hereby irrevocably authorizes, empowers and appoints the Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file proofs of claim in respect of the Subordinated Debt upon the failure of the Subordinated Creditor promptly to do so prior to ten (10) Business Days before the expiration of the time to file any such proof of claim, and (ii) vote such claim in any such Proceeding upon the failure of the Subordinated Creditor to do so prior to five (5) Business Days before the expiration of the time to vote any such claim; provided, however, that no Senior Creditor shall have any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that the Senior Creditor votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall be entitled to change or withdraw such vote.

(f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Creditor and the Subordinated Creditor even if all or part of the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

2.3 Subordinated Debt Payment Restrictions .

(a) Notwithstanding the terms of the Transaction Documents, the Company hereby agrees that it may not make, directly or indirectly, and the Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full.

(b) No Senior Default shall be deemed to have been waived for purposes of this Section 2.3 unless and until the Company shall have received a written waiver from the Senior Creditor.

(d) Notwithstanding any provisions to the contrary, the failure of the Company to make any payment with respect to the Subordinated Debt by reason of the operation of Section 2.3 shall not be construed as preventing the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents.

The provisions of this Section 2.3 shall not apply to any payment with respect to which Section 2.2 would be applicable.

2.4 Subordinated Debt Standstill Provisions . Until the Senior Debt is Paid in Full, no Subordinated Creditor shall, without the prior written consent of the Senior Creditor, take any Enforcement Action with respect to the Subordinated Debt.

2.5 Incorrect Payments . If any Distribution on account of the Subordinated Debt not permitted to be made by the Company or accepted by the Subordinated Creditor under this Agreement is made and received by the Subordinated Creditor, such Distribution shall not be commingled with any of the assets of the Subordinated Creditor, shall be held in trust by the Subordinated Creditor for the benefit of the Senior Creditor and shall be promptly paid over to the Senior Creditor for application (pro rata against the outstanding amount of Senior Debt held by the Senior Creditor) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is Paid in Full.

2.6 [Intentionally Omitted.] .

2.7 Sale, Transfer or other Disposition of Subordinated Debt .

(a) The Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt held by it or any Transaction Documents: (i) without giving prior written notice of such action to the Senior Creditor; and (ii) unless, prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Senior Creditor an agreement substantially identical to this Agreement, providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of the Senior Creditor arising under this Agreement.

(b) Notwithstanding the failure of any transferee to execute or deliver an agreement substantially identical to this Agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Creditor, as provided in Section 10 hereof.

2.8 Legends . Until the termination of this Agreement in accordance with Section 16 hereof, the Subordinated Creditor will cause to be clearly, conspicuously and prominently inserted on the face of the Purchased Note, as well as any renewals

or replacements thereof, the following legend:

“This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of June [__] , 2017, by and among Dominion Capital LLC (the “Senior Creditor”), John Rochon, a natural person (the “Subordinated Creditor”) and the Company; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”

3. Modifications to Transaction Documents . The Transaction Documents may be amended, restated, supplemented or otherwise modified in accordance with, and to the extent permitted by, the terms and provisions contained in the Transaction Documents.

4. Waiver of Certain Rights by Subordinated Creditor. The Subordinated Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require the Senior Creditor to marshal any property of the Company or any guarantor of the Senior Debt for the benefit of the Subordinated Creditor.

5. Representations and Warranties .

5.1 Representations and Warranties of The Subordinated Creditor . The Subordinated Creditor hereby represents and warrants to the Senior Creditor that as of the date hereof: (a) the Subordinated Creditor has the legal capacity and the power and authority to enter into, execute, deliver and carry out the terms of this Agreement; (b) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with any material agreement binding upon the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (d) the Subordinated Creditor is the sole owner, beneficially and of record, of the Transaction Documents and the Subordinated Debt; and (e) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Company.

5.2 Representations and Warranties of the Senior Creditor . The Senior Creditor hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) the Senior Creditor is a corporation, limited liability company, limited partnership or partnership, as applicable, duly formed and validly existing under the laws of the state of its organization or formation; (b) the Senior Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by the Senior Creditor will not violate or conflict with the organizational documents of the Senior Creditor, any material agreement binding upon the Senior Creditor or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of the Senior Creditor, enforceable against the Senior Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

6. Subrogation . Until all Senior Debt is Paid in Full, the Subordinated Creditor shall be subrogated to the rights of the Senior Creditor to receive Distributions with respect to the Senior Debt until the Subordinated Debt is paid in full. The Subordinated Creditor agrees that in the event that all or any part of a payment made with respect to the Senior Debt is recovered from the holders of the Senior Debt in a Proceeding or otherwise, any Distribution received by the Subordinated Creditor with respect to the Subordinated Debt at any time after the date of the payment that is so recovered, whether pursuant to the right of subrogation provided for in this Agreement or otherwise, shall be deemed to have been received by the Subordinated Creditor in trust as property of the holders of the Senior Debt, and the Subordinated Creditor shall forthwith deliver the same to the Senior Creditor for application to the Senior Debt until the Senior Debt is Paid in Full. A Distribution made pursuant to this Agreement to the Senior Creditor which otherwise would have been made to the Subordinated Creditor is not, as between the Company and the Subordinated Creditor, a payment by the Company to or on account of the Senior Debt.

7. Modification . Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by the Senior Creditor and the Subordinated Creditor, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

8. Further Assurances . Each party to this Agreement promptly shall execute and deliver such further instruments and

agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

9. Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

(a) If to the Company:

JRjr33, Inc. (f/k/a CVSL Inc.)

2400 North Dallas Parkway, Suite 230 Plano, Texas 75093

Telephone: (972) 398-7120

Attention: John Rochon, Jr.

Email: jr@richmont.net

With a copy (for informational purposes only) to:

Gracin & Marlow, LLP

The Chrysler Building, 26 ^th Floor

405 Lexington Avenue

New York, New York 10174 Telephone: (212) 907-6457

Facsimile: (212) 208-4657

Attention: Leslie Marlow, Esq.

Email: lmarlow@gracinmarlow.com

If to a Senior Creditor or a Subordinated Creditor, to its address, facsimile number or e-mail address set forth in the Assignment Agreement,

with a copy (for informational purposes only) to:

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: (212) 808-7540

Facsimile: (212) 808-7897

Attention: Michael A. Adelstein, Esq.

or to such other address, facsimile number or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren, LLP shall only be provided copies of notices sent to the lead Senior Creditor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.

10. Successors and Assigns . This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and permitted assigns of the Senior Creditor, the Subordinated Creditor and the Company, in each case to the extent permitted under this Agreement and the Transaction Documents. Notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to the terms hereof, be and remain Senior Debt for purposes of this Agreement, and every permitted assignee or transferee of any of the Senior Debt or of any interest therein shall, to the extent of the interest of such permitted assignee or transferee in the Senior Debt, be entitled to rely upon and be the third party beneficiary of the subordination provided under this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto.

11. Relative Rights . This Agreement shall define the relative rights of the Senior Creditor and the Subordinated Creditor. Nothing in this Agreement shall: (a) impair, as among the Company and the Senior Creditor and as between the Company and the Subordinated Creditor, the obligation of the Company with respect to the payment of the Senior Debt and the Subordinated Debt in accordance with their respective terms; or (b) affect the relative rights of the Senior Creditor or the Subordinated Creditor with respect to any other creditors of the Company.

12. Conflict . In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Transaction Documents, the provisions of this Agreement shall control and govern.

13. Headings . The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

14. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in a pdf or similar electronic file shall be effective as delivery of a manually executed counterpart hereof.

15. Severability . In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

16. Continuation of Subordination; Termination of Agreement . This Agreement shall remain in full force and effect until the Senior Debt is Paid in Full after which this Agreement shall terminate without further action on the part of the parties hereto.

17. Governing Law; Jurisdiction; Jury Trial . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Senior Creditor or the Subordinated Creditor from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Senior Creditor or Subordinated Creditor or to enforce a judgment or other court ruling in favor of the Senior Creditor or Subordinated Creditor. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

[Signatures Immediately Follow]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the date first above written.

COMPANY :

JRjr33, Inc. (f/k/a CVSL Inc.)

By: /s/ John P. Rochon

Name: John P. Rochon

Title: Chairman & CEO

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the date first above written.



	SUBORDINATED CREDITOR :
	ROCHON CAPITAL PARTNERS, LTD. By: /s/ Heidi Hafer Name: Heidi Hafer Title: Executive Vice President

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the date first above written.



	SENIOR CREDITOR :
	DOMINION CAPITAL LLC By: /s/ Mikhail Gurevich Name: Mikhail Gurevich Title: Managing Member

EXHIBIT 10.2

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made on June 6, 2017 between the seller signature hereto (“ Seller ”) and the purchaser signature hereto (“ Purchaser ”).

WHEREAS, pursuant to the Securities Purchase Agreement (as amended, restated or otherwise modified from time to time, the “ Securities Purchase Agreement ”), dated as of November 20, 2015, by and among JRjr33, Inc. (f/k/a CVSL Inc.), a Florida corporation (the “ Company ”), and the investors listed on the Schedule of Buyers attached thereto (individually, a “ Buyer ” and collectively, the “ Buyers ”), whereby Seller (as a Buyer) (i) purchased at the Closing (as defined in the Securities Purchase Agreement) a senior secured convertible note of the Company with an initial principal amount of $4,000,000 (the “ Original Note ”), which is convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) (the “ Conversion Shares ”) all in accordance with that certain Senior Secured Convertible Note agreement issued by Company and dated as of November 20, 2015 (the “ Senior Secured Convertible Note Agreement ”). Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement;

WHEREAS, the Company has previously agreed that (i) the Original Note ranks senior to all outstanding and future indebtedness of the Company, and its Subsidiaries and the Original Note is secured by a first priority perfected security interest in all of the assets of the Company and certain of its direct and indirect U.S. Subsidiaries, including a pledge of (x) the capital stock of each of the U.S. Subsidiaries owned by the Company, and (y) the capital stock of each of the direct non-U.S. Subsidiaries owned by the Company or any of its U.S. Subsidiaries (up to 65%), as evidenced by the Security Documents and as further supported by the Guarantees;

WHEREAS, in accordance with Section 19 of the Senior Secured Convertible Note Agreement, Seller has caused the Original Note to be surrendered to the Company and has caused the Company to issue two (2) new notes in exchange therefor, the first being in the aggregate principal amount of $1,000,000 (with $23,000 of accrued and unpaid interest thereon) (the “ Purchased Note ”) and the second being in the aggregate principal amount of $2,400,000 (the “ Remaining Note ”);

WHEREAS, Seller desires to sell Purchaser and Purchaser desires to purchase from Seller the Purchased Note (together with any accrued and unpaid interest and other amounts payable with respect thereto) on the basis of the representations, warranties and agreements contained in this Agreement, and upon the terms but subject to the conditions set forth herein;

WHEREAS, Seller desires to assign to Purchaser and Purchaser desires to assume from Seller, its rights as a holder of the Purchased Note under the Securities Purchase Agreement (other than any rights pursuant to Section 4(o) of the Securities Purchase Agreement); and

WHEREAS, as a condition of the sale of the Purchased Note, the Purchaser has agreed to subordinate its rights pursuant to the Purchased Note and the Transaction Documents below the rights of the Purchaser under the Remaining Note in accordance with that certain Subordination Agreement in the form attached hereto as Exhibit A (the “ Subordination Agreement ”).

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Section 1 . Purchase of Purchased Note

(a) Purchase and Sale . Seller hereby agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Purchased Note. The aggregate purchase price for the Purchased Note shall be $1,023,000 (the “ Purchase Price ”).

(b) Closing . The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the first (1st) Business Day after the satisfaction or waiver of the conditions to the closing set forth in Section 2 below at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178.

(c) Form of Payment . On the Closing Date, Purchaser shall pay the Purchase Price to Seller for the Purchased Note by wire transfer of U.S. dollars and immediately available funds in accordance with Seller’s written wire instructions delivered to Purchaser on or prior to the Closing Date.

Section 2 . Closing Conditions.

(a) Purchaser Closing Conditions . The obligation of Purchaser to pay for the Purchased Note as provided herein on the Closing Date is subject to the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written consent thereof.

(i) On or prior to the Closing Date, Seller shall have delivered to Company the Original Note and irrevocable instructions that, upon written notification from Purchaser that the Closing Date has occurred, to split the Original Note into certificates representing the Purchased Note (in such denominations and registered in such names as Purchaser shall request) and the Remaining Note (in such denominations and registered in such names as Purchaser shall request) and to deliver such certificates representing the Purchased Note to Purchaser at the address set forth on the signature page of Purchaser and the Remaining Note to the Seller at the address set forth on the signature page of Seller.

(ii) The representations and warranties of Seller shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

(b) Seller Closing Conditions . The obligation of Seller to sell the Purchased Note to Purchaser as provided herein on the Closing Date is subject to the following conditions, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion by providing Purchaser with prior written consent thereof.

(i) On or prior to the Closing Date, Seller shall have received the Purchase Price from the Purchaser in U.S. dollars and immediately available funds.

(ii) The representations and warranties of Purchaser shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be

true and correct as of such specific date), and Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

(iii) The Company and the Purchaser shall have duly executed and delivered the Subordination Agreement to the Seller.

(iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

(v) Since the date of this Agreement, unless the Seller has given its prior written consent in its sole discretion, (A) no proceeding shall have been instituted by or against the Purchaser, the Company or any Subsidiary seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and or (B) none of the Purchaser, the Company or any Subsidiary shall have taken any corporate, limited liability company, partnership or similar action or any other action to authorize any action described in the immediately preceding clause (A).

(vi) No action, investigation, suit, proceeding, claim or demand shall have been initiated or threatened against the Seller, the Company and/or any affiliate of either thereof which, in the Seller’s judgment, might reasonably be expected to affect the transactions contemplated by this Agreement (including without limitation the acquisition of the Purchased Note) or the practical realization by the Seller and its designees of the principal benefits or security intended to be provided by the Remaining Note, the Subordination Agreement or the Transaction Documents.

(vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement (including without limitation the acquisition of the Purchased Note).

Section 3 . Seller Representations and Warranties. Seller hereby represents, warrants and covenants to Purchaser as follows as of the date hereof:

(a) This Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and legally binding agreement of Seller enforceable against Seller in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

(b) All government and other consents that are required to have been obtained by Seller with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such

consents have been complied with. Seller has complied and will comply with all applicable disclosure or reporting requirements in respect of the transaction contemplated hereby.

(c) Seller has good and valid title to the Purchased Note free and clear of lien, mortgage, security interest, pledge, charge or encumbrance of any kind (“ Liens ”). Delivery of the Purchased Note to Purchaser will pass to Purchaser good and valid title to the Purchased Note, free and clear of Liens other than those of Purchaser or under securities laws.

(d) The execution and delivery by Seller of this Agreement, the purchase by Seller of the Purchased Note and the performance by Seller of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Seller, any order or judgment of any court or other agency of government applicable to Seller or any of Seller’s assets or any contractual restriction binding on or affecting Seller or any of Seller’s assets.

(e) Seller is acting solely for Seller’s own account, and has made Seller’s own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for Seller based upon Seller’s own judgment and upon advice of such advisors as Seller deems necessary. Seller acknowledges and agrees that Seller is not relying, and has not relied, upon any communication (written or oral) of Purchaser or any affiliate, employee or agent of Purchaser with respect to the legal, accounting, tax or other implications of this Agreement and that Seller has conducted Seller’s own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. Seller acknowledges that neither Purchaser nor any affiliate, employee or agent of Purchaser is acting as a fiduciary for or an advisor to Seller in respect of this Agreement.

(f) Seller acknowledges that (i) Purchaser currently may have, and later may come into possession of, information with respect to the Company that is not known to Seller and that may be material to a decision to sell the Purchased Note for the Purchase Price (“ Seller Excluded Information ”), (ii) Seller has determined to sell the Purchased Note notwithstanding its lack of knowledge of Seller Excluded Information, if any, and (iii) Purchaser shall have no liability to Seller, and Seller waives and releases any claims that it might have against Purchaser, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information, if any, in connection with Seller's sale of the Purchased Note for the Purchase Price in accordance herewith; provided, however, that Seller Excluded Information, if any, shall not and does not affect the truth or accuracy of the representations or warranties of Purchaser in this Agreement.

Section 4 . Purchaser Representations and Warranties. Purchaser hereby represents and warrants to Seller as follows:

(a) Purchaser understands that the Purchased Note and the Conversion Shares have not been and are not being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available.

(b) Purchaser is an entity duly organized and validly existing under the laws of the jurisdiction of its formation. Purchaser has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Purchaser and shall constitute the legal, valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting

enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

(c) Purchaser (a) is a sophisticated person with respect to the sale of the Purchased Note; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Purchased Note; and (c) has independently and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations, warranties and covenants in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any investment advice, credit information or opinion on whether the purchase of the Purchased Note is prudent.

(d) Purchaser is purchasing the Purchased Note solely for its own account and not with a view to the distribution or resale of the Purchased Note or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

(e) Purchaser is voluntarily assuming all risks associated with the purchase of the Purchased Note and expressly warrants and represents that (i) Purchaser has not made, and the Purchaser disclaims the existence of or its reliance on, any representation by the Seller concerning the Company or the Purchased Note; (ii) Purchaser is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the purchase of the Purchased Note; (iii) Purchaser has no claims against the Seller or the Company with respect to the foregoing and if any such claim may exist, the Purchaser, recognizing its disclaimer of reliance and the Seller’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Seller, the Company or any of the Seller’s partners, representatives, agents or affiliates; (iv) the Seller and the Company shall have no liability; and (v) Purchaser waives and releases any claim that it might have against the Seller and/or the Company or any of the Seller’s partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on any Seller’s knowledge, possession or nondisclosure to the Purchaser of any material, non-public information concerning the Company or its future prospects.

(f) Purchaser is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase.

(g) Purchaser understands that the Purchased Note is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws.

(h) Purchaser understands that the Purchased Note shall bear the legends set forth in the Securities Purchase Agreement and such legends shall not be removed except in accordance therewith.

(i) Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby.

(j) Purchaser acknowledges that (i) Seller currently may have, and later may come into possession of information with respect to the Company that is not known to Purchaser and that may be material to a decision to purchase the Purchased Note for the Purchase Price (“ Purchaser Excluded Information ”), (ii) Purchaser has determined to purchase the Purchased Note notwithstanding its lack of knowledge of Purchaser

Excluded Information, if any, and (iii) Seller shall have no liability to Purchaser, and Purchaser waives and releases any claims that it might have against Seller, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Purchaser Excluded Information, if any, in connection with Purchaser's purchase of the Purchased Note for the Purchase Price in accordance herewith; provided, however, that Purchaser Excluded Information, if any, shall not and does not affect the truth or accuracy of the representations or warranties of Seller in this Agreement.

Section 5 . Payment of Expenses. Each party hereto shall be liable for its own costs and expenses in connection with the transactions contemplated hereby.

Section 6 . Covenants.

(a) Seller, for good and valuable consideration, effective as of the Closing Date, hereby assigns, transfers, conveys and delivers to Purchaser all of its right, title and interest in and to the Purchased Note, and solely including such portion of any rights related to the Purchased Note (but excluding such portion of any rights related to the Remaining Note and excluding any rights pursuant to Section 4(o) of the Securities Purchase Agreement) to the Securities Purchase Agreement.

(b) Purchaser, for good and valuable consideration, effective as of the Closing Date, hereby agrees to be bound by the terms of the Securities Purchase Agreement with respect to the Purchased Note. In addition, Purchaser shall execute and deliver to Seller and the Company the Notice and Acknowledgment of Transfer attached hereto as Exhibit A agreeing to be bound by all of the provisions contained therein.

Section 7 . Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to Seller to the address set forth on the signature page of the Seller attached hereto,

with a copy (for information purposes only) to:

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: (212) 808-7540

Facsimile: (212) 808-7897

Attention: Michael A. Adelstein, Esq.

If to Purchaser to the address set forth on the signature page of the Purchaser attached hereto.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

Section 8 . Governing Law ; Submission to Jurisdiction . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EACH PARTY AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE BROUGHT IN A U.S. FEDERAL OR STATE COURT OF COMPETENT

JURISDICTION SITTING IN THE COUNTY, CITY, AND STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF SUCH COURT AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY DEFENSE OF AN INCONVENIENT FORUM OR A LACK OF PERSONAL JURISDICTION TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING AND ANY RIGHT OF JURISDICTION OR VENUE ON ACCOUNT OF THE PLACE OF RESIDENCE OR DOMICILE OF ANY PARTY HERETO. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 9 . Entire Agreement; Amendments . This Agreement supersedes all other prior oral or written agreements among Purchaser, Seller, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Seller nor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 10 . Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 11. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 12 Further Assurances. Each party shall use its commercially reasonable efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 13 Confidentiality. Each party agrees that, except as otherwise compelled by law, court order or by a competent regulator, it will not issue any reports, statements or releases, in each case relating to this Agreement or the transactions contemplated hereby, without the prior written consent of the other party hereto. Notwithstanding anything to the contrary set forth herein, any party and each representative of such party may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions or other tax analyses) related to such tax treatment and tax structure.

Section 14 Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Purchased Note.

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IN WITNESS WHEREOF, Purchaser and Seller have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

SELLER:

DOMINION CAPITAL LLC

By: /s/ Mikhail Gurevich

Name: Mikhail Gurevich

Title: Managing Member

Address: 341 West 38th Street

Suite 800

New York NY 10018

Attention: Daniel Kordash, Mikhail Gurevich

IN WITNESS WHEREOF, Purchaser and Seller have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

PURCHASER:

ROCHON CAPITAL PARTNERS, LTD.

By: /s/ Heidi Hafer

Name: Heidi Hafer

Title: Executive Vice President

Address: 2950 N Harwood

22nd Floor

Dallas, Texas 75201

Attention: Heidi Hafer

EXHIBIT A

Notice and Acknowledgement AND JOINDER AGREEMENT

This Notice and Acknowledgement and Joinder Agreement (the “ Notice and Acknowledgement ”) dated as of June 6, 2017, by and between JRjr33, Inc. (f/k/a CVSL Inc.), a Florida corporation (the “ Company ”) and Rochon Capital Partners, Ltd., a Texas limited partnership (the “ Assignee ”)

Reference is made to (a) the Securities Purchase Agreement (the “ Securities Purchase Agreement ”), dated as of November 20, 2015, by and among the Company, and the investors listed on the Schedule of Buyers attached thereto (individually, a “ Buyer ” and collectively, the “ Buyers ”), whereby Dominion Capital LLC (the “ Assignor ”) (as a Buyer) purchased at the Closing (as defined in the Securities Purchase Agreement) a senior secured convertible note with an initial principal amount $4,000,000 (the “ Original Note ”) and (b) the Securities Purchase Agreement (the “ Assignment Agreement ”), dated as of June 6, 2017, by and between the Assignor and the Assignee, whereby the Assignor (i) sold to the Assignee $1,000,000 in aggregate principal amount of the Original Note (with $23,000 of accrued and unpaid interest thereon) (the “ Purchased Note ”) and (ii) assigned to Assignee its rights as a holder of the Purchased Note pursuant to the Securities Purchase Agreement (other than any rights pursuant to Section 4(o) of the Securities Purchase Agreement, which was not assigned to the Assignee) (collectively, the “ Sale and Assignment ”).

The Company and the Assignee hereby agree as follows:


1.	The Company hereby acknowledges that it has received notice of the Sale and Assignment in accordance with the Assignment Agreement as of the date first above written.

The Assignee (i) agrees that it will perform in accordance with their terms all of the agreements and obligations which by the terms of the Securities Purchase Agreement is required to be performed by it as a Buyer and, as of the Effective Date (as defend below), the terms of the Securities Purchase Agreement shall be the binding obligations of the Assignee; (ii) represents and warrants that the representations and warranties of Buyer contained in the Securities Purchase Agreement are true and correct in all material respects as if made by the Assignee on the date hereof; and (iii) agrees that it shall execute and deliver such additional documents assuming the obligations of the Assignor and perform all tasks reasonably requested by the Company to effect the assignment contemplated hereby.


3.	This agreement shall become effective on such date (the “ Effective Date ”) as the Company, the Assignee and the Assignor have executed and delivered this Notice and Acknowledgement.

The Company and the Assignee agree that as of the Effective Date the Assignee shall be a party to the Securities Purchase Agreement and, to the extent provided in this Notice and Acknowledgement, have the rights and obligations under the Securities Purchase Agreement of the Assignor with respect to the Purchased Note (other than any rights pursuant to Section 4(o) of the Securities Purchase Agreement, which was not assigned to the Assignee).


5.	Each of the parties represents and warrants that it is duly authorized to enter into this Notice and Acknowledgement. This Notice and Acknowledgement shall be binding on each party's successors and permitted assigns. This Notice and Acknowledgement is personal to the parties and may not be assigned or transferred by any party without the prior written consent of the other parties.


6.	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EACH PARTY AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE BROUGHT IN A U.S. FEDERAL

OR STATE COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY, CITY, AND STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF SUCH COURT AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY DEFENSE OF AN INCONVENIENT FORUM OR A LACK OF PERSONAL JURISDICTION TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING AND ANY RIGHT OF JURISDICTION OR VENUE ON ACCOUNT OF THE PLACE OF RESIDENCE OR DOMICILE OF ANY PARTY HERETO. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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In witness whereof , the parties hereto have caused this Notice and Acknowledgment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COMPANY:

JRJR33, INC. (F/K/A CVSL INC.)


By:	/s/ John P. Rochon


Name:	John P. Rochon


Title	Chairman & CEO

ASSIGNEE:

ROCHON CAPITAL PARTNERS, LTD.


By:	/s/ Heidi Hafer


Name:	Heidi Hafer


Title:	Executive Vice President