JRjr33, Inc. Watch

from 8-K 28 pages 14.0% Original Issue Discount Senior Secured Guaranteed Convertible Term Loan Note Due October 19, 2020

from 8-K 9 pages Subordination and Intercreditor Agreement

from 8-K 17 pages Neither the Issuance and Sale of the Securities Represented by This Certificate Nor the Securities Into Which These Securities Are Convertible Have Been Registered Under the Securities Act of 1933, as Amended, or Applicable State Securities Laws. the Securities May Not Be Offered for Sale, Sold, Transferred or Assigned (I) in the Absence of (A) an Effective Registration Statement for the Securities Under the Securities Act of 1933, as Amended, or (B) an Opinion of Counsel (Which Counsel Shall Be Selected by the Company), in a Generally Acceptable Form, That Registration Is Not Required Under Said Act or (II) Unless Sold Pursuant to Rule 144 or Rule 144a Under Said Act. Notwithstanding the Foregoing, the Securities May Be Pledged in Connection With a Bona Fide Margin Account or Other Loan or Financing Arrangement Secured by the Securities. 1. Interpretation 1.1 the Definitions and Interpretative Provisions in Schedule 1 Apply to This Instrument

from 8-K 17 pages Neither the Issuance and Sale of the Securities Represented by This Certificate Nor the Securities Into Which These Securities Are Convertible Have Been Registered Under the Securities Act of 1933, as Amended, or Applicable State Securities Laws. the Securities May Not Be Offered for Sale, Sold, Transferred or Assigned (I) in the Absence of (A) an Effective Registration Statement for the Securities Under the Securities Act of 1933, as Amended, or (B) an Opinion of Counsel (Which Counsel Shall Be Selected by the Company), in a Generally Acceptable Form, That Registration Is Not Required Under Said Act or (II) Unless Sold Pursuant to Rule 144 or Rule 144a Under Said Act. Notwithstanding the Foregoing, the Securities May Be Pledged in Connection With a Bona Fide Margin Account or Other Loan or Financing Arrangement Secured by the Securities. 1. Interpretation 1.1 the Definitions and Interpretative Provisions in Schedule 1 Apply to This Instrument

from S-1 5 pages Fifth Amendment Agreement to Credit and Security Agreement

from S-1 5 pages Fourth Amendment Agreement to Credit and Security Agreement

from S-1 7 pages Third Amendment Agreement to Credit and Security Agreement

from S-1 8 pages Second Amendment Agreement to Credit and Security Agreement

from S-1 17 pages First Amendment Agreement to Credit and Security Agreement

from S-1 82 pages Credit and Security Agreement Among Keybank National Association (As Lender and Issuer) and the Longaberger Company, (As a Borrower) October 23, 2012