0001104659-10-014317 Sample Contracts

EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • March 16th, 2010 • Gaiam, Inc • Services-motion picture & video tape production

This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between Gaiam, Inc., a Colorado corporation (“Gaiam”), and the individual named below (the “Grantee”).

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THIRD LEASE AMENDMENT
Gaiam, Inc • March 16th, 2010 • Services-motion picture & video tape production

THIS THIRD LEASE AMENDMENT (the “Amendment”) is executed this 8th day of November, 2007 and effective as of the 1st day of October, 2007 by and between DUGAN FINANCING LLC, a Delaware limited liability company (“Landlord”), and GAIAM, INC., a Colorado corporation (“Tenant”).

FIRST LEASE AMENDMENT
Gaiam, Inc • March 16th, 2010 • Services-motion picture & video tape production

THIS FIRST LEASE AMENDMENT (the “First Amendment”) is executed this 25th day of January, 2008, and effective October 1, 2007, by and between DUGAN REALTY, L.L.C., an Indiana limited liability company (“Landlord”), and GAIAM, INC., a Colorado corporation (“Tenant”).

FOURTH LEASE AMENDMENT
Fourth Lease • March 16th, 2010 • Gaiam, Inc • Services-motion picture & video tape production

THIS FOURTH LEASE AMENDMENT (the “Fourth Amendment”) is executed this 7th day of October, 2009, by and between DUGAN FINANCING, LLC, a Delaware limited liability company (“Landlord”), and GAIAM, INC., a Colorado corporation (“Tenant”).

MODIFICATION AGREEMENT
Modification Agreement • March 16th, 2010 • Gaiam, Inc • Services-motion picture & video tape production

WELLS FARGO BANK, National Association (“Lender”) has extended credit (the “Loan”) to Gaiam, Inc., Gaiam Americas, Inc., Gaiam.com, Inc., Gaiaim Direct, Inc., Gaiam International, Inc., Gaiam International II, Inc., Gaiam International III, Inc., Gaiam Media, Inc., Gaiam Shared Services, Inc., Gaiam Travel, Inc., and GT Media, Inc. (individually and collectively “Borrower”) pursuant to a promissory note dated July 29, 2005, as amended from time to time, in the original principal amount of $15,000,000.00 (the “Note”).

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