EQUITY CONTRIBUTION AGREEMENT

Exhibit 10.2

EQUITY CONTRIBUTION AGREEMENT

This Equity Contribution Agreement (“Agreement”) dated effective as of June 18, 2013 (the “Effective Date”), is by and between CVSL Inc., a Florida corporation (the “Company”), and Rochon Capital Partners, Ltd. (“Seller”).

Recitals

A.                                    Seller is the record, legal and beneficial owner of $0.0001 par value shares of common stock of the Company (the “Stock”).

B.                                    Seller desires to make an equity contribution of certain shares of the Stock owned by it to the Company pursuant to the terms of this Agreement.

C.                                    The Company agrees to accept the contribution of such shares of Stock from Seller.

Agreement

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Transfer of Stock.

1.1                               Equity Contribution.  Seller agrees to contribute and transfer (the “Contribution”) to the Company, without the payment of any consideration by the Company, and the Company agrees to accept from Seller, 32,500,000 shares of Stock (the “Shares”), free and clear of any and all Encumbrances (as defined herein).  The Contribution is effective as of the Effective Date.

1.2                               Execution of Stock Power.  Seller shall execute the Stock Power, attached hereto as Exhibit A, to evidence and effectuate the Contribution of the Shares.

2.                                      Representations and Warranties.

2.1                               Seller’s Representations.  Seller represents and warrants to the Company as follows:

(a)                                 Stock Ownership and Other Matters.  Seller owns of record and beneficially and has good, valid and indefeasible title to the Shares, free and clear of any and all Encumbrances.

(b)                                 Authorization.  Seller has the full capacity to enter into and perform this Agreement and to contribute and transfer the Shares as herein provided.  The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Seller.  This Agreement is the valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy,

EQUITY CONTRIBUTION AGREEMENT

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insolvency, moratorium, reorganization or other similar laws affecting the enforceability of creditors’ rights generally, and by equitable principles.

(c)                                  Consents.  No consent, approval or authorization of any person or entity, including without limitation any lender, trustee, security holder, surety or bonding company, is required in connection with the execution, delivery or performance of this Agreement by Seller.

(d)                                 No Claims.  There is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against Seller or any of Seller’s properties or rights before any court or by or before any governmental body or arbitration board or tribunal that would impact, prohibit or otherwise affect the transactions contemplated by this Agreement.

(e)                                  Capability.  Seller has sufficient knowledge and experience in financial and business matters and is fully capable of evaluating the merits of transferring the Shares to the Company.

2.2                               The Company’s Representations.  The Company represents and warrants to Seller as follows:

(a)                                 Authorization.  The execution, delivery and performance of this Agreement and have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforceability of creditors’ rights generally, and by equitable principles.

(b)                                 Consents.  No authorization, approval or consent of any person or entity, including, without limitation, any lender, trustee, security holder, surety or bonding company, is required in connection with the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Company.

3.                                      Further Assurances.  Seller shall, from time to time and at any time after the date hereof, execute and deliver such additional assignments, certificates, instruments and documents and take all additional actions as requested by the Company to effectuate the purposes of this Agreement and to consummate and evidence the Contribution.

4.                                      Miscellaneous Provisions.

4.1                               Definition.  “Encumbrance” means any option, mortgage, pledge, security interest, lien, liability, claim, contingency, possessory interest, charge, encumbrance, title retention agreement, device or arrangement (including any lease in the nature thereof), choate or inchoate tax lien, assessment, covenant, reservation, right of first refusal, right to acquire or restrictions (whether on issuance, voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law or otherwise.