8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 9, 2020

GAIA, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	000-27517	84-1113527
(State or Other Jurisdiction<br>of Incorporation)	(Commission File<br>Number)	(IRS Employer<br>Identification No.)
833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices; Zip Code)
Registrant’s telephone number, including area code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GAIA	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined 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   ☐

If an emerging growth company, indicate by check mark 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. ☐

Item 1.01	Entry into a Material Definitive Agreement.

On September 9, 2020, Gaia’s wholly owned subsidiary Boulder Road LLC sold a 50% undivided interest in the office campus that houses Gaia’s headquarters to Westside Boulder, LLC. Boulder Road retained a 50% undivided interest in the property as well as full ownership of Gaia’s studio and production facilities. Boulder Road received consideration of $13.15 million in the transaction. Simultaneously with the closing of the sale, Boulder Road used the sale proceeds, along with the proceeds of a $4 million loan to Gaia from an affiliate of Westside Boulder, to repay all outstanding amounts secured by the mortgage on the property from BDS III Mortgage Capital B LLC, as lender. The $4 million promissory note is unsecured, bears interest at 5.75% per annum, and is due on the earlier of January 3, 2022 or the date on which the owners of the property finance it through the incurrence of mortgage debt. In connection with the transaction, Boulder Road leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. Gaia guaranteed Boulder Road’s obligations under the master lease, and the existing leases on portions of the property became subleases under the master lease.

A copy of the purchase and sale agreement executed in connection with the transaction between Boulder Road and Westside Boulder is attached as Exhibit 10.1 and incorporated herein by this reference. A copy of the master lease between Boulder Road as lessee and Boulder Road and Westside Boulder as lessors is attached as Exhibit 10.2 and incorporated herein by this reference. A copy of the press release issued by Gaia announcing the transaction is attached as Exhibit 99.1 and incorporated herein by reference.

Item 1.02	Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated by reference.

Item 2.01	Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 is incorporated by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Purchase and Sale Agreement dated as of September 9, 2020 between Boulder Road LLC and Westside Boulder, LLC
10.2	Master Lease dated as of September 9, 2020 between Boulder Road LLC as lessee and Boulder Road LLC and Westside Boulder, LLC, tenants in common, as lessors
99.1	Press Release issued by Gaia on September 9, 2020
104	Cover Page Interactive Data File

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 hereunto duly authorized.

GAIA, INC.

By:  /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer

Date: September 10, 2020

gaia-ex101_32.htm

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

(833 W. South Boulder Road, Unit 1, Louisville, Colorado)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of September 9, 2020 (the “Effective Date”), by and between Boulder Road LLC, a Colorado limited liability company (“Seller”), and Westside Boulder, LLC, a California limited  liability company (“Purchaser”).

RECITALS:

A.Seller is the owner of the real property and improvements located at 833 W. South Boulder Road, Unit 1, Louisville, Colorado, as more particularly described in Exhibit “A” attached hereto and made a part hereof (the “Real Property”);

B.Seller desires to sell, and Purchaser desires to purchase, a fifty percent (50%) undivided interest in the Property (as defined below) upon and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree, and instruct Escrow Agent (as defined below), as follows:

AGREEMENT

ARTICLE 1 purchase and sale

1.1Agreement of Purchase and Sale.  Subject to and on the terms and conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, a fifty percent (50%) tenant-in-common interest of Seller’s right, title and interest in and to the property, assets, rights and interests set forth in this Section 1.1 (collectively, the “Property”):

(a)Real Property. The Real Property, together with all of Seller’s rights, title and interests appurtenant to the Real Property, including Seller’s rights, title, and interests in and to adjacent streets, alleys, rights of way, and any adjacent strips and gores of real estate.

(b)Improvements.  All buildings and other improvements (collectively, the “Improvements”) located on the Real Property (such Real Property and Improvements being referred to herein, collectively, as the “Premises”).

(c)Personal Property.  All fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property attached to the Premises as of the Effective Date and used or usable in connection with the occupation or operation of all or any part of the Property (collectively, “Personal Property”), excluding, however, (i) property owned or leased by any guest, employee or other person furnishing goods or services to the Property, (ii) property and equipment owned or leased by Seller which in the

4838-7967-2250.4

ordinary course of business of the Property is not used exclusively for the business, operation or management of the Property, (iii) property owned or leased by any tenant under the Existing Leases, as defined below, and (iv) all improvements, fixtures, equipment and other personal property relating to Gaia Sphere, including without limitation all studio equipment, camera equipment, lighting, sound systems, sound boards, Whisper Wall panels, wiring and cables.

(d)[Intentionally Deleted.]

(e)Licenses.   All transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental entity specifically relating to the Real Property or the Improvements, including, without limitation, those with respect to occupancy, foundation, use, utilities, building, fire, life safety, traffic and zoning held by or granted to Seller with respect to the Premises (collectively, the “Licenses”).

(f)[Intentionally Deleted.]

(g)[Intentionally Deleted.]

(h)Other Exclusions.  In no event shall the Property include:  (i) receivables; (ii) cash or other funds, whether in petty cash or house “banks”, or on deposit in bank accounts or in transit for deposit; (iii) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date; (iv) utility and similar deposits; (v) insurance or other prepaid items; and (vi) Seller’s proprietary books and records.

1.2Purchase Price.  The purchase price for the Property (the “Purchase Price”) shall be Thirteen Million One Hundred Fifty Thousand and No/100 Dollars ($13,150,000.00), subject to proration and adjustment as provided in this Agreement.  The Purchase Price shall be paid by Purchaser at Closing by wire transfer of immediately available funds (“Good Funds”).

1.3Escrow Provisions Regarding Deposit.

(a)Fidelity National Title, National Commercial Services, 8055 East Tufts Avenue, Suite 300, Denver, CO 80237, Attn: Lindsey Mann, lindsey.mann@fnf.com (“Escrow Agent” or “Title Insurer”) shall act as escrow agent and title insurer for the transaction.

(b)The parties acknowledge that Escrow Agent is acting solely at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of either of the parties for any act or omission on Escrow Agent part unless taken or suffered in bad faith in willful disregard of this Agreement or involving negligence, fraud or illegal acts.  Seller and Buyer jointly and severally shall indemnify and hold Title Company harmless from and against all out-of-pocket costs, claims and expenses, including reasonable attorneys’ fees, incurred by Escrow Agent in connection with the performance of its duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or involving negligence, fraud or illegal acts on the part of Escrow Agent.

(c)The parties shall deliver to Escrow Agent an executed copy of this Agreement.  Escrow Agent shall execute the signature page for Escrow Agent attached hereto;

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provided, however, that (i) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Agreement on Purchaser and Seller, and the same shall become fully effective upon execution by Purchaser and Seller, and (ii) the signature of Escrow Agent will not be necessary to amend any provision of this Agreement.

(d)Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and hold Purchaser, Seller, and their respective attorneys and brokers harmless from and against any Losses (as defined below) resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this Section.

(e)The provisions of this Section 1.3 shall survive the termination of this Agreement, and, if not so terminated, the Closing and delivery of the Deed (as defined below) to Purchaser.

ARTICLE 2 DUE DILIGENCE

2.1Due Diligence.  The parties acknowledge that due to time constraints Purchaser is purchasing the Property without the benefit of conducting any on-site physical due diligence of the Property.  Notwithstanding the foregoing, prior to Closing, Purchaser shall be responsible for reviewing the Materials (as defined below) and ascertaining and confirming the suitability of the Property for Purchaser’s intended use.

2.2No Liens; Purchaser Indemnification. Purchaser shall not permit any mechanic’s or materialmen’s liens or any other liens arising by or through Purchaser in connection with Purchaser’s due diligence of the Property to attach to the Property. Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel reasonably approved by Seller) Seller, the Property’s property manager, the Property’s mortgagee and each of their respective parent and subsidiary entities, officers, directors, members, managers, partners, affiliates, employees, agents and representatives and each of their successors and assigns (together with Seller, collectively, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, liabilities, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from or related to Purchaser’s pre-Closing due diligence of the Property.  Notwithstanding the foregoing or anything contained herein, in no event shall Purchaser be obligated (i) to repair any damage to the extent caused by Seller's negligence or misconduct, (ii) to remediate, contain, abate or control any hazardous material condition not brought onto the Real Property by Purchaser, or repair or restore any latent condition discovered by Purchaser, or (iii) to indemnify Seller against any loss, damage, liability, cost or expense arising in connection with (A) the negligent or willful acts or omissions of Seller, (B) any diminution in value in the Property arising from, or related to, matters discovered by Purchaser during its investigation of the Property, (C) any latent defects in the Property discovered by Purchaser, and (D) the release or spread of any Hazardous Materials or regulated substances

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which are discovered (but not deposited) on or under the Property by Purchaser. The provisions of this Section 2.2 shall survive the Closing and delivery of the Deed to Purchaser.

2.3Property Materials. Prior to Closing, Seller has made certain documents concerning the ownership, operation, maintenance and repair of the Property (collectively, the “Materials”) available to Seller for its review.  As part of delivery of the Materials, Seller has delivered to Purchaser the existing ALTA/NSPS Survey of the Property prepared by GRS Group/Blew and Associates, GRS Job Number 18-38073.1 prepared in 2019 (the “Existing Survey”).  At Closing, Seller shall deliver to Escrow Agent a survey affidavit and indemnity (“Survey Affidavit”) confirming that there have been no changes to the Property since the date of the Existing Survey in order for Title Insurer to delete the Standard Exceptions (as hereinafter defined) related to survey matters.

ARTICLE 3 TITLE

3.1Title Documents.  Purchaser has obtained a standard form commitment for title insurance (the “Title Commitment”) for the Property in an amount equal to the Purchase Price from Title Insurer for an owner’s title insurance policy (the “Title Policy”) on a standard ALTA Owner’s Policy Form with the standard pre-printed exceptions (collectively, the “Standard Exceptions”) deleted, together with copies of all instruments identified as exceptions therein (together with the Title Commitment, collectively, the “Title Documents”). At Closing, Seller shall be responsible for payment of the basic premium for the Title Policy, the cost to remove the Standard Exceptions (extended coverage) and the cost of any endorsements which Seller has expressly agreed, in writing, to provide.  Purchaser shall be solely responsible for payment of all other costs relating to procurement of the Title Commitment, the Title Policy, and any endorsements requested by Purchaser. At Closing, the Property shall be conveyed free and clear of all Voluntary Title Exceptions and all leases and tenancies, except the Master Lease (as hereinafter defined) and the Existing Leases. “Voluntary Title Exception” means the lien of any, mortgage, deed of trust or similar security instrument encumbering the Property or any mechanic’s or materialman’s liens that is created by, under or through Seller. “Existing Leases” means the Lease Agreement dated as of April 30, 2015, between Seller, as landlord, and Natural Habitat, Inc., as tenant, as amended; the Lease Agreement dated as of April 16, 2018, between Seller, as landlord, and Rocky Mountain Natural Labs LLC, as tenant, as amended; the Lease Agreement dated as of April 1, 2019, between Seller, as landlord, and Gaia International Inc., as tenant, as amended; and the Lease Agreement dated as of January 1, 2015, between Seller, as landlord, and Fit For Life NA LLC, as successor by assignment to Gaiam Americas, Inc., as tenant, as amended.

3.2Permitted Exceptions.  The Deed delivered pursuant to this Agreement shall be subject to the following, all of which shall be deemed “Permitted Exceptions”:

(a)All matters shown in the Title Documents and the Existing Survey, other than: (i) Voluntary Title Exceptions; (ii) delinquent taxes or assessments; and (iii) the standard printed exceptions;

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(b)Real estate taxes and assessments for the year of closing and subsequent years, a lien not yet due and payable;

(c)The Master Lease and the Existing Leases; and

(d)Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser.

ARTICLE 4 CLOSING

4.1The Closing.  The consummation of the purchase and sale and related transactions contemplated by this Agreement (the “Closing”) shall occur on September 9, 2020 (the “Closing Date”), unless the parties agree in writing to close prior to September 9, 2020.  The parties acknowledge that Purchaser is purchasing the Property through funds available through a 1031 Exchange and that the transaction must close by no later than September 9, 2020, time being of the essence.  The Closing shall occur through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.

4.2Seller Closing Deliveries.  On or before 11:00 a.m. (MT) on the Closing Date, Seller shall deliver to Escrow Agent each of the following items:

(a)One (1) original of the Special Warranty Deed (the “Deed”), in the form attached to the Agreement as Exhibit “B”, duly executed and acknowledged by Seller.

(b)One (1) original Bill of Sale (the “Bill of Sale”), in the form attached hereto as Exhibit “C”, executed by Seller.

(c)Two (2) originals of the General Assignment, in the form attached hereto as Exhibit “D” (the “General Assignment”), executed by Seller.

(d)Two (2) originals of the Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “E” (“TIC Agreement”), executed by Seller.

(e)Three (3) originals of the Master Lease, in the form attached hereto as Exhibit “F” (“Master Lease”), executed by Seller as landlord and as tenant and executed by Gaia, Inc., a Colorado corporation, as guarantor.

(f)One (1) original of the Promissory Note, in the principal amount of Four Million Dollars, in the form attached hereto as Exhibit “G” (“Promissory Note”), executed by Gaia, Inc., a Colorado corporation, as borrower.

(g)Two (2) originals of the Property Management Agreement, in the form attached hereto as Exhibit “H” (the “Property Management Agreement”), executed by Seller as landlord and as property manager.

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(h)One (1) original Memorandum of Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “I” (“TIC Memorandum”), executed by Seller.

(i)The Survey Affidavit, executed by Seller.

(j)A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.

(k)Resolutions, certificates of good standing and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction.

(l)Such other documents as Escrow Agent may reasonably require from Seller in order to consummate the purchase and sale of the Property and to issue the Title Policy.

4.3Purchaser Closing Deliveries.  On or before 11:00 a.m. (MT) on the Closing Date, Purchaser shall deliver to Escrow Agent each of the following items:

(a)The full Purchase Price, plus or minus the adjustments or prorations required by this Agreement.

(b)Two (2) original countersigned counterparts of the General Assignment, executed by Purchaser.

(c)Two (2) original countersigned counterparts of the TIC Agreement executed by Purchaser.

(d)Three (3) originals of the Master Lease, executed by Purchaser as Landlord.

(e)Two (2) originals of the Property Management Agreement, executed by Purchaser as landlord.

(f)One (1) original of the TIC Memorandum, executed by Purchaser.

(g)Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property.

(h)A closing statement executed by Purchaser.

(i)Resolutions, certificates of good standing and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction.

(j)Such other documents as Escrow Agent may reasonably require from Purchaser in order to consummate the purchase and sale of the Property and to issue the Title Policy.

4.4Closing Prorations and Adjustments.

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(a)General.  All normal and customarily proratable items, including, without limitation, collected rents, operating expenses, personal property taxes, and other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate, for all of the same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser and Seller being responsible for, and credited or charged, as the case may be, for 50% of the same attributable to the period on and after the Closing Date, subject to the terms of the TIC Agreement.

(b)Operating Expenses.  All of the operating, maintenance, taxes (other than real estate taxes, such as rental taxes) and other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business for the management and operation of the Property, shall be prorated on an accrual basis.  Seller shall pay all such expenses that accrue prior to Closing and Purchaser and Seller shall each shall pay 50% of all such expenses that accrue from and after the Closing Date, subject to the terms of the TIC Agreement.

(c)Utilities.  The final readings and final billings for utilities will be made if possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing Date and no proration shall be made at the Closing with respect to utility bills.  Otherwise, a proration shall be made based upon the parties’ reasonable good faith estimate and a readjustment made within 30 days after the Closing, if necessary.

(d)Real Estate Taxes.  Fifty percent (50%) of all real estate ad valorem or similar taxes and assessments for the Real Property for the year of Closing shall be prorated to the date of Closing, based upon actual days involved.  The proration of real property taxes or installments of assessments shall be based upon the most recent mill levy and most recent assessed valuation available as of the Closing Date. The proration of real property taxes or installments of assessments shall be adjusted between Purchaser and Seller within thirty (30) days after the mill levy or tax rate for the year of Closing is made available, subject to the terms of the TIC Agreement.  The provisions of this Section 4.4(d) shall survive the Closing and delivery of the Deed to Purchaser.

(e)Insurance.  No proration shall be made in relation to insurance premiums and insurance policies will not be assigned to Purchaser.

(f)Closing Costs.  Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes, the cost of recording the Deed (including, without limitation, any documentary fees), any premiums or fees required to be paid by Purchaser with respect to the Title Policy pursuant to Section 3.1, and one-half (½) of the customary closing costs of Escrow Agent.  Seller shall pay the base premium for the Title Policy to the extent required by Section 3.1, one-half (½) of the customary closing costs of Escrow Agent, and the cost to remove or release the Voluntary Title Exceptions.

(g)Possession.  Possession of the Property, subject to the Master Lease, the TIC Agreement, and the Permitted Exceptions, shall be delivered to Purchaser at the Closing

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upon release from escrow of all items to be delivered by Purchaser pursuant to Section 4.3, including, without limitation, the Purchase Price.

(h)TIC Agreement.  The parties agree that no amounts shall be payable at Closing in respect of the items described in clauses (a) through (d) of this Section 4.4 and any proration and settlement of such amounts shall be made in accordance with the TIC Agreement and the Master Lease.

(i)Survival.  The provisions of this Section 4.4 shall survive the Closing and delivery of the Deeds to Purchaser.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES; as is

5.1Seller’s Representations.  Seller represents and warrants to Purchaser the following (collectively, “Seller’s Representations”) as of the Closing Date:

(a)Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Colorado.

(b)Seller has the entity power and authority to sell and convey the Property and to execute the documents to be executed by Seller, and, prior to the Closing, will have taken all limited liability company actions required for the execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement.  The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Seller is a party or by which Seller is otherwise bound, which conflict, breach or default would have a material adverse affect on Seller’s ability to consummate the transaction contemplated by this Agreement or on the Property.  This Agreement is a valid, binding and enforceable agreement against Seller in accordance with its terms.

(c)Other than the Master Lease and the Existing Leases, the Property is not subject to any written lease or any other possessory interests of any person.

(d)Seller is not a “foreign person,” as that term is used and defined in the Internal Revenue Code, Section 1445, as amended.

(e)Seller has not received written notice of any actions, proceedings, litigation or governmental investigations or condemnation actions pending against the Property, and, to Seller’s knowledge, no such actions are threatened as of the Effective Date.

(f)Seller has not received any written notice from a governmental agency of any uncured material violations of any federal, state, county or municipal law, ordinance, order, regulation or requirement affecting the Property.

(g)	There is no condemnation, zoning or other land-use regulation or similar proceeding currently pending or, to Seller’s actual knowledge, threatened in writing which would

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affect the use and operation of the Property for its intended purpose or materially reduce the value of the Property.
(h)	Seller has not knowingly concealed any information requested by Purchaser or deleted any portion of the Materials requested by or delivered to Purchaser pursuant to this Agreement.
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(i)	Seller has received no written notice that the use, operation and occupancy of the Property violates any material zoning, building, administrative, environmental or other local, state or federal law, ordinance, order or regulation or any restrictive covenant applicable to the Property which is currently outstanding.
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(j)	Seller has not filed or been the subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors.
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(k)Seller has delivered or made available to Purchaser true and complete copies of all reports, investigations, notices, permits, or other documents in its possession or control related to conditions affecting environmental and/or hazardous materials located on, in or at the Property.  To Seller’s actual knowledge, except as disclosed to Purchaser in writing, the Property is in compliance with Environmental Law, and no Hazardous Materials, asbestos and/or underground storage tanks are present on any portion of the Property.  "Hazardous Materials" shall mean those substances regulated because of their effect or potential effect on human health or the environment, and includes those substances which are regulated under the following statutes: Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. Sections 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq.; The Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 ("CWA"), 33 U.S.C. Sections 1251 et seq.; the Toxic Substances Control Act ("TSCA"), and 15 U.S.C. Sections 2601 et seq., and analogous state laws, as the foregoing have been amended from time to time to the date of this Agreement that apply to the Property, and also includes polychlorinated biphenyls, radon, and petroleum, petroleum products or any fraction of petroleum.  "Environmental Law" means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty or judicial or administrative orders relating to the protection of public health, welfare or the environment, including those relating to the handling, disposal, or remediation of any Hazardous Materials and those relating to the protection of protected species or environmentally sensitive areas.

(l)

Seller is not a Prohibited Person (as defined below).  As used herein, a “Prohibited Person” is:  (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (as amended, the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, https://www.treasury.gov; (iv) a person or entity that is otherwise the target of any economic

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sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in any of the foregoing clauses (i), (ii), (iii) and (iv) of this Section.
(m)	There are no options, contracts or other obligations outstanding for the sale, transfer or exchange of the Property or any portion thereof or interest therein.
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5.2AS-IS.  Except for Seller’s Representations and any representations and warranties by Seller set forth in the Deed delivered by Seller to Purchaser at Closing (collectively, “Seller’s Cumulative Representations”), Purchaser acknowledges and agrees that the Property shall be conveyed and transferred “AS IS, WHERE IS, AND WITH ALL FAULTS” and, except for Seller’s Cumulative Representations, Seller does not warrant or make any representation, express or implied, as to the merchantability, quantity, quality, condition, suitability or fitness of the Property for any purpose whatsoever, including, without limitation, its compliance with applicable building codes and ordinances, zoning laws, and environmental laws, including and any other federal, state or local statutes, codes or ordinances.

5.3.Survival of Seller’s Representations.  Seller and Purchaser agree that Seller’s Representations shall survive Closing for a period of twelve (12) months (the “Survival Period”).  Except as set forth below in this Section 5.3, Seller shall have no liability after the Survival Period with respect to Seller’s Representations.  Notwithstanding the foregoing, nothing in this Section 5.3 shall be construed as a waiver, cap or release by Purchaser of Purchaser’s rights and remedies under this Agreement with respect to fraud or intentional misrepresentation by Seller.

5.4Definition of Seller’s Knowledge.  For purposes of this Agreement, the term “to Seller’s knowledge” shall mean and refer only to actual knowledge of the Designated Representative (as defined below).   As used herein, the term “Designated Representative” shall refer to Paul Tarell, who Seller represents is the person within Seller’s organization with the most knowledge regarding the Property.  The fact that reference is made to the personal knowledge of the Designated Representative shall not render the Designated Representative personally liable for any breach of any of Seller’s Representations.

5.5Representations And Warranties Of Purchaser.  Purchaser represents and warrants to Seller the following (collectively, “Purchaser’s Representations”) as of the Closing Date:

(a)Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of California.

(b)Purchaser has all necessary entity power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser’s partners, directors, officers or members are required to so empower or authorize Purchaser.  The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract

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to which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breach or default would have a material adverse effect on Purchaser’s ability to consummate the transaction contemplated by this Agreement.  This Agreement is a valid, binding and enforceable agreement against Purchaser in accordance with its terms.

(c)Purchaser is not a Prohibited Person.

The provisions of this Section 5.5 shall survive the Closing and delivery of the Deed to Purchaser for the term of the Survival Period, after which Purchaser will have no liability to Seller for any of Purchaser’s Representations.

ARTICLE 6 (INTENTIONALLY DELETED)

ARTICLE 7 CONDITIONS PRECEDENT TO CLOSING

7.1Purchaser’s Closing Conditions.  Purchaser’s obligation to close under this Agreement shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent (collectively, “Purchaser’s Closing Conditions”):

(a)All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered;

(b)Each of Seller’s Representations shall be true in all material respects as of the Closing Date;

(c)Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and

(d)Seller shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.

(e)Title Company shall be prepared and irrevocably committed to issue the Title Policy to Buyer (with an effective date as of the Closing).

7.2Failure of Purchaser’s Closing Conditions.  If any of Purchaser’s Closing Conditions are not met, Purchaser may either (a) waive any of Purchaser’s Closing Conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Agreement and, if such failure constitutes a default by Seller, exercise any of Purchaser’s remedies pursuant to Section 8.2 below.

7.3Seller’s Closing Conditions.  Seller’s obligation to close with respect to conveyance of the Property under this Agreement shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent (collectively, “Seller’s Closing Conditions”):

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(a)All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered;

(b)Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date;

(c)Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; and

(d)Purchaser shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.

7.4Failure of Seller’s Closing Conditions.  If any of Seller’s Closing Conditions are not met, Seller may either (a) waive any of Seller’s Closing Conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Agreement, and, if such failure constitutes a default by Purchaser, exercise any of Seller’s remedies pursuant to Section 8.1 below.

ARTICLE 8 DEFAULTS AND REMEDIES

8.1Purchaser Default.  In the event of a default by Purchaser, Seller shall be entitled to pursue all available legal and/or equitable remedies.

8.2Seller Default.  In the event of a default by Seller, Purchaser shall be entitled to pursue all available legal and/or equitable remedies.

ARTICLE 9 (INTENTIONALLY DELETED)

ARTICLE 10 (INTENTIONALLY DELETED)

ARTICLE 11 BROKERAGE

Seller and Purchaser each represents and warrants to the other that no real estate agent or broker or any other person is entitled to a commission or finder’s fee in connection with this transaction.  Each party agrees to indemnify, hold harmless, and, if requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved by the indemnitee) the other party from and against all Losses relating to brokerage commissions and finder’s fees arising from or attributable to the acts or omissions of the indemnifying party.  The provisions of this Article 11 shall survive the termination of this Agreement, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

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ARTICLE 12 GENERAL PROVISIONS

12.1Governing Law; Venue.  This Agreement and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the state of Colorado, without regard to its principles of conflicts of law.  All claims, disputes and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in the state of Colorado, and the parties hereto expressly consent to the venue and jurisdiction of such court.

12.2Exhibits and Schedules.  All exhibits and schedules attached hereto are hereby incorporated by reference as though set out in full herein.

12.3Entire Agreement.  This Agreement, including the exhibits and schedules attached hereto, constitutes the entire agreement between Purchaser and Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements, express or implied, made to any party by any other party in connection with the subject matter hereof except as specifically set forth herein or in the documents delivered pursuant hereto or in connection herewith.

12.4Binding Effect.  Subject to Section 12.5 below, this Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors, heirs and permitted assigns.

12.5Assignability.  This Agreement is not assignable by Purchaser without first obtaining the prior written approval of Seller (which approval may be withheld in Sellers’ sole and absolute discretion), except that Purchaser may assign this Agreement without the prior written approval of Seller to one or more entities so long as (a) Purchaser is an affiliate of the purchasing entity(ies), and (b) Purchaser is not released from its liability hereunder.  As used herein, an affiliate is a person or entity controlled by, under common control with, or controlling another person or entity.

12.6Amendments in Writing.  This Agreement shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties.

12.7Waiver.  No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.  No waiver, amendment, release, or modification of this Agreement shall be established by conduct, custom or course of dealing and all waivers must be in writing and signed by the waiving party.

12.8Attorneys’ Fees.  In the event that any party hereto brings an action or proceeding against any other party to enforce or interpret any of the covenants, conditions, agreements or provisions of this Agreement, the prevailing party in such action or proceeding

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shall be entitled to recover all reasonable costs and expenses of such action or proceeding, including, without limitation, attorneys’ fees, charges, disbursements and the fees and costs of expert witnesses.

12.9Expenses.  Subject to the provision for payment of closing costs in accordance with the terms of Section 4.4 hereof and any other provision of this Agreement, whether or not the transactions contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in connection with this Agreement shall be borne by such party.

12.10Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by Seller and Purchaser, Seller and Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to consummate the transactions contemplated hereby.

12.11Severability.  In the event that any part of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed and enforced to the maximum extent permitted by law.  If such provision cannot be reformed, it shall be severed from this Agreement and the remaining portions of this Agreement shall be valid and enforceable.

12.12Construction.  This Agreement shall not be construed more strictly against one party hereto than against any other party hereto merely by virtue of the fact that it may have been prepared by counsel for one of the parties.

12.13Captions; Headings.  The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof.

12.14Number And Gender Of Words.  Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

12.15Time Of The Essence.  It is expressly agreed by the parties hereto that time is of the essence with respect to all matters contemplated by this Agreement.

12.16Business Days; Time Period.  As used herein, the term “Business Day” shall mean a day that is not a Saturday, Sunday or legal holiday in the State of Colorado.  In computing any period of time under this Agreement, the date of the act or event from which the designated period of time begins to run shall not be included.  The last day of the period so computed shall be included unless it is not a Business Day, in which event the date for performance thereof shall be extended to the next Business Day.

12.17Relationship of Parties.  Purchaser and Seller acknowledge and agree that the relationship established between the parties pursuant to this Agreement is only that of a seller and a purchaser of property.  Neither Purchaser nor Seller is, nor shall either hold itself out to be, the agent, employee, joint venturer or partner of the other party.

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12.18Confidentiality.  Neither Purchaser nor Seller shall disclose the terms and conditions contained in this Agreement and shall keep the same confidential; provided, however, that Purchaser or Seller may disclose the terms and conditions of this Agreement:  (a) as required by law or the requirements of any stock exchange (including by Gaia, Inc. in connection with its public reporting requirements); (b) to consummate the terms of this Agreement or any financing relating thereto; or (c) to Purchaser’s or Seller’s lenders, attorneys, potential investors, accountants and any other real estate professionals and consultants deemed reasonably necessary by Purchaser.  Any information and Materials provided by Seller to Purchaser hereunder are confidential and Purchaser shall be prohibited from making such information public to any other person or entity other than its agents and legal representatives, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion.

12.19Counterparts; Facsimile/.pdf Signatures.  This Agreement may be executed in a number of identical counterparts.  This Agreement may be executed by .pdf signatures which shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

12.201031 Exchange.  Seller and Purchaser acknowledge and agree that the purchase and sale of the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or Seller.  Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that:  (a) no party making such accommodation shall be required to acquire any substitute property; (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement; (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange; and (d) no dates in this Agreement will be extended as a result thereof.  Notwithstanding anything to the contrary contained in the foregoing, if Seller so elects to close the transfer of the Property as an exchange, then:  (i) Seller, at its sole option, may delegate its obligations to transfer the Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations under this Agreement; (iii) Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be.  Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of the Property as an exchange, then:  (A) Purchaser, at its sole option, may delegate its obligations to acquire the Property under this Agreement, and may assign its rights to receive the Property from Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (B) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (C) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (D) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Seller; and (E) the closing of the acquisition of the Property by Purchaser or the exchange accommodation

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titleholder, as the case may be, shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

12.21Survival.  Except for (a) all of the provisions of this Article 12, (b) any provision of this Agreement which expressly states that it shall so survive and (c) any payment obligation of Purchaser or Seller under this Agreement (the foregoing (a), (b) and (c) referred to herein collectively as the “Survival Provisions”), none of the terms and provisions of this Agreement shall survive the termination of this Agreement, and, if the Agreement is not so terminated, all of the terms and provisions of this Agreement (other than the Survival Provisions) shall be merged into the Closing documents and shall not survive the Closing.

12.22No Option; Binding Effect.  The submission of this document for examination and review does not constitute an option to purchase the Property, an offer to sell the Property or an agreement to purchase and sell.  This document shall have no binding effect on the parties unless and until executed by both Seller and Purchaser and will be effective only upon Seller’s execution of the same.  As provided in Section 1.3 above, Escrow Agent’s execution of this Agreement shall not be a prerequisite to the effectiveness of this Agreement.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this Agreement as of the Effective Date.

SELLER:
Boulder Road LLC,<br><br><br>a Colorado limited liability company<br><br><br><br><br><br>By:  Gaia, Inc., a Colorado corporation, its manager<br><br><br><br><br><br><br><br><br>By: /s/ Paul Tarell<br><br><br>Name: Paul Tarell<br><br><br>Title:   Chief Financial Officer

[Purchaser’s signature page follows]

Seller’s Signature Page

PURCHASER:
Westside Boulder, LLC,<br><br><br>a California limited liability company<br><br><br><br><br><br><br><br><br>By: /s/ Jonathan Condos<br><br><br>Name: Jonathan Condos<br><br><br>Title: Manager

[Escrow Agent’s signature page follows]

Purchaser’s Signature Page

ESCROW AGENT’S SIGNATURE PAGE

The undersigned executes the Agreement to which this signature page is attached for the purpose of agreeing to the provisions of Section 1.3 of the Agreement, and hereby establishes September 9, 2020, as the date of opening of escrow and designates N0029101 as the escrow number assigned to this escrow.

ESCROW AGENT:

FIDELITY NATIONAL TITLE INSURANCE COMPANY

By: /s/ Lindsey Mann

Name: Lindsey Mann

Title: Senior National Commercial Escrow Officer

Escrow Agent’s Signature Page

gaia-ex102_33.htm

Exhibit 10.2

MASTER LEASE AGREEMENT

By and Between

Boulder Road LLC and Westside Boulder, LLC, tenants in common

(“Landlord”)

and

Boulder Road LLC

(“Tenant”)

September 9, 2020

TABLE OF CONTENTS

1.   Premises

2.   Term

3.   Tenant’s Use of Premises

4.   Base Rent, Base Rent Increase, Rent Credit, and Additional Rent

5.   Condition, Repair, Replacement and Maintenance of the Premises

6.   Guaranty

7.   Insurance

8.   Compliance with Laws and Insurance Requirements

9.   Alterations, Additions and Improvements

10.  Fire and Other Casualty

11.  Assignment and Subletting

12.  Landlord’s Right to Inspect and Repair

13.  Landlord’s Right to Exhibit Premises

14.  Signs

15.  Landlord not Liable

16.  Force Majeure

17.  Indemnification and Waiver of Liability

18.  Subordination; Attornment

19.  Condemnation

20.  Damages

21.  Landlord’s Right to Re-Enter

22.  Default by Tenant and Landlord’s Remedies

23.  End of Term; Removal of Tenant’s Trade Fixtures; Holding Over

24.  Estoppel Certificate

25.  Limitations on Landlord’s Liability

26.  Services and Utilities

27.  Qualification in Colorado

28.  Notices

29.  Broker

30.  Tenant’s Right to Quiet Enjoyment

31.   Miscellaneous

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MASTER LEASE AGREEMENT

This Master Lease Agreement (this “Lease”) is made as of and effective September 9, 2020, between (i) Boulder Road LLC, a Colorado limited liability company and Westside Boulder, LLC, a California limited liability company, as tenants in common, referred to in this Lease as “Landlord”, and Boulder Road LLC, a Colorado limited liability company, referred to in this Lease as “Tenant.”

1.Premises. Landlord, in consideration of the rents and of the terms and conditions hereinafter contained, does hereby lease to Tenant, and Tenant does hereby lease from Landlord, the real property located at 833 W. South Boulder Road, Unit 1, Louisville, Colorado 80027 and having the legal description set forth on Exhibit A attached hereto (the “Premises” or the “Property”). The land (the “Land”), building (the “Building”) and other improvements comprising Unit 1 of Boulder Road Condominiums are depicted on Exhibit B attached hereto.

Landlord and Tenant each agree that the building on the Premises contains a total of approximately 138,502 square feet of rentable area, which is conclusive for all purposes of this Lease.  Tenant’s mailing address for the Premises shall be 833 W. South Boulder Road, Louisville, Colorado 80027.

2.Term.

(a)Initial Term.  The initial term of this Lease shall be for ten (10) years, commencing on September 9, 2020 (the “Commencement Date”) and ending at midnight on September 30, 2030 (the “Initial Term”).  The Initial Term, as extended by any Extension Term (as hereinafter defined), is referred to herein as the “Term”.

(b)Extension Terms.  Tenant shall have the right to extend this Lease (“Option to Extend”) for two (2) five (5) year periods (each, an “Extension Term”) by giving Landlord written notice of its intention to exercise its Option to Extend at least eighteen (18) months prior to the expiration of then expiring Initial Term or Extension Term, as applicable.  The Option to Extend is not assignable separate and apart from this Lease. Each Extension Term shall be upon all of the terms and conditions of this Lease, except that Base Rent shall increase by 2.75% per annum during each year of such Extension Term.

3.Tenant’s Use of the Premises.

(a)Use by Tenant. Tenant shall use and occupy the Premises for general office and other lawful purposes (the “Permitted Use”). Tenant shall have the right to access, use and occupy the Premises 24 hours each day, 7 days per week.

(b)Prohibited Use. Tenant shall not occupy nor use all or any part of the Premises nor permit or suffer the Premises to be occupied or used for any purpose other than as provided for in this Lease, nor for any unlawful or disreputable purpose, nor for any extra hazardous purpose on account of fire or other casualty.

4.Base Rent, Base Rent Increase and Additional Rent

(a)Base Rent.   Except as otherwise provided herein, Tenant shall pay Base Rent (“Base Rent”) to Landlord in the amount of $2,001,353.90 per annum.

Base Rent is payable in equal monthly installments (“Monthly Base Rent”) in advance, commencing on the first day of each month as hereinafter set forth.  Monthly Base Rent shall be subject to adjustment pursuant to Section 4(b). If the Term commences (or ends) on a date other than the first (or last) day of a month, Monthly Base Rent shall be prorated on the basis of a thirty (30) day month.

Base Rent and all other sums, whether designated Additional Rent or otherwise, payable to Landlord under this Lease shall be payable in U.S. Dollars at the office of Landlord, or at such other place or places as Landlord may in writing direct.  All rent payable under this Lease shall be paid by Tenant without notice or demand, both of which are expressly waived by Tenant and without offset or deduction of any kind unless expressly set forth in this Lease.

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(b)Base Rent Increases.  Commencing on October 1, 2024, and on each October 1st thereafter, the Base Rent for the next twelve-month period shall be increased by 2.75% per annum.  Tenant shall pay the new Base Rent from its effective date until the next periodic increase.

(c)Additional Rent Based Upon Operating Expenses.  In addition to Base Rent, Tenant shall pay Additional Rent (“Additional Rent”), starting on the Commencement Date, and on the first (1^st^) day of each month in advance thereafter, one-twelfth (1/12th) of the Operating Expenses (as hereinafter defined) for any calendar year in such amount as Landlord may reasonably estimate.

After each calendar year, Landlord shall deliver to Tenant a statement setting forth, in reasonable detail, the actual Operating Expenses paid or incurred by Landlord during the preceding calendar year.  If the amount paid by Tenant for Operating Expenses exceeds or is less than the actual Operating Expenses as shown by the statement, the excess shall be credited against or the amount unpaid shall be added to Tenant’s next payment due for Additional Rent under this Section.

In this Lease, “Operating Expenses” shall mean and include all amounts, expenses, and costs of whatever nature paid or incurred because of or in connection with the ownership, management, operation, repair, maintenance, or security of the Property, all additional facilities that may be added to the Property, and Landlord’s personal property that may be utilized in connection therewith.  Operating Expenses shall additionally include, but are not limited to, property management fees; premiums for liability, property damage, fire and other types of casualty insurance and worker’s compensation insurance; all personal property taxes levied on or attributable to personal property used in connection with the Building or the Property; straight-line depreciation on personal property owned by Landlord and consumed or used in the operation or maintenance of the Property; rental or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Property; fees for required licenses and permits; legal, accounting, inspection, and other consultant’s fees incurred in the ordinary course of operating and maintaining the Property; costs of maintaining and repairing the roof, costs of repairing, replacing, resurfacing, repaving, maintaining, painting the paved areas of the Property, parking lot sweeping, snow removal, lighting, cleaning, refuse removal, security and similar items. Notwithstanding anything contained herein to the contrary, Operating Expenses shall not include, (i) depreciation charges, (ii) interest, principal and fees on any mortgage or other debt instrument encumbering the Premises, (iii) costs of Landlord reimbursed by insurance proceeds, (iv) costs of replacing the roof, foundation and the structural soundness of the exterior walls of the Building and the underground utility and sewer pipes outside the exterior walls of the Building, and costs for capital maintenance, repair or replacement; and (v) Landlord’s or Landlord’s property manager’s corporate general overhead or corporate general administrative expenses.

(d)Additional Rent Based Upon Real Estate Taxes. As Additional Rent, starting on the Commencement Date, Tenant shall pay Landlord the annual real estate taxes and assessments assessed and levied against the Property (including reasonable attorneys’, accountants’ and consultants’ fees and costs incurred in connection with proceedings to contest, determine or reduce any real estate taxes or assessments), on the first (1st) day of each month, in advance, in a sum equal to 1/12th of the annual real estate taxes and assessments due and payable for the then calendar year. If at a time a payment is required the amount of the real estate taxes and assessments for the then calendar year shall not be known, Tenant shall pay Landlord, as Additional Rent, 1/12th of the real estate taxes and assessments for the preceding calendar year; and upon ascertaining the real estate taxes and assessments for the current calendar year, Tenant shall pay Landlord any difference upon demand, or if Tenant shall be entitled to a credit, Landlord shall credit the excess against the next monthly installment(s) of Additional Rent falling due. Additional Rent based upon real estate taxes and assessments payable for the first and last years of the Term shall be adjusted and prorated, so that Landlord shall be responsible for Landlord’s prorated share for the period prior to and subsequent to the Term and Tenant shall pay Landlord its prorated share for the Term.

(e)Additional Rent Based Upon Other Sums. Tenant shall pay Landlord, as Additional Rent, all other sums of money on Tenant’s part to be paid pursuant to the terms, covenants and conditions of this Lease.

(f)Additional Rent Based Upon Reimbursement to Landlord. If Tenant shall fail to comply with or to perform any of the terms, conditions and covenants of this Lease, Landlord may (but with no obligation to do so) carry out and perform such terms, conditions and covenants, at the expense of Tenant, which expense shall be payable by Tenant, as Additional Rent, upon the demand of Landlord, together with interest at the rate per annum of eight percent (8%) (the “Default Rate”), which interest shall accrue from the date of Landlord’s demand.

Page 4

(g)Additional Rent Based Upon Landlord’s Legal Expenses in Enforcing Lease. As Additional Rent, Tenant shall pay Landlord, all reasonable attorneys’ fees that may be incurred by Landlord in enforcing Tenant’s obligations under this Lease; provided, however, that in the event Landlord commences a suit against Tenant to enforce Tenant’s obligations under this Lease, and such suit is tried to conclusion and judgment is entered in favor of Tenant, then in that event Tenant shall not be under any obligation to pay Landlord the attorneys’ fees that Landlord may have incurred.

(h)Additional Rent Based Upon Taxes Based on Rent. If at any time during the Term a tax or charge shall be imposed by the State of Colorado or the county or municipality in which the Premises is located, pursuant to any future law, which tax or charge shall be based upon the rent due or paid by Tenant to Landlord, then Tenant shall pay Landlord, as Additional Rent, such tax or charge. The foregoing shall not require payment by Tenant of any income taxes assessed against Landlord or of any capital levy, franchise, estate, succession, inheritance or transfer tax due from Landlord.

(i)Net Lease, No Setoff and Application.

(i)Net Lease. It is the intention of the parties that this Lease is a “triple net lease” and Landlord shall receive the Base Rent, Additional Rent and other sums required of Tenant under this Lease, undiminished from all costs, expenses and obligations of every kind relating to the Premises, which shall arise or become due during the Term, all of which shall be paid by Tenant.

(ii)No Setoff. Tenant shall pay Landlord all Base Rent, Additional Rent and other sums required of Tenant under this Lease, without abatement, deduction or setoff, and irrespective of any claim Tenant may have against Landlord; and this covenant shall be deemed independent of any other terms, conditions or covenants of this Lease.

(iii)Application. No payment by Tenant or receipt by Landlord of an amount less than the full Base Rent, Additional Rent, or other sums required of Tenant under the Lease, shall be deemed anything other than a payment on account of the earliest Base Rent, Additional Rent, or other sum due from Tenant under this Lease. No endorsements or statements on any check or any letter accompanying any check or payment of Base Rent, Additional Rent, or other sum due from Tenant under this Lease, shall be deemed an accord and satisfaction of Landlord. Landlord may accept any check for payment from Tenant without prejudice to Landlord’s right to recover the balance of Base Rent, Additional Rent, or other sum due from Tenant under this Lease, or to pursue any other right or remedy provided under this Lease or by Requirements.

(j)Place of Payment of Rent. The Base Rent, Additional Rent and other sums required of Tenant under this Lease, shall be paid by Tenant to the property manager, Boulder Road LLC, at its address at 833 W. South Boulder Road, Louisville, CO 80027, Attn: Paul Tarell, or to such other place as Landlord may notify Tenant.

5.Condition, Repair, Replacement and Maintenance of the Premises.

(a)Condition of the Premises.  Tenant represents and warrants that Tenant has made its own inspection of the Premises prior to the commencement of the Term, that Tenant is fully familiar with the condition of the Premises and that Tenant accepts the Premises “As-Is.” Tenant enters into this Lease without any representations or warranties on the part of Landlord, express or implied, as to the condition or suitability of the Premises, including, but not limited to, the cost of operations and the condition of its fixtures, improvements and systems.  Tenant acknowledges that neither Landlord nor its agents or employees has agreed to undertake any alterations or construct any tenant improvements to the Building or the Premises, except as specifically set forth in this Lease.

(b)Landlord’s Obligations.

(i)Structure. Landlord shall maintain the roof, foundation and the structural soundness of the exterior walls of the Building in good repair. Landlord shall also maintain, and keep in good repair, the underground utility and sewer pipes outside the exterior walls of the Building. The cost of such maintenance shall be included in Operating Expenses. Notwithstanding the foregoing, Tenant shall repair and pay for any damage caused by the negligence of Tenant, or a “Tenant Representative” (as defined below), or otherwise caused by Tenant’s default hereunder. The term “walls” as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Tenant shall within a reasonable amount of time give Landlord written notice of a defect or need for repairs which are Landlord’s responsibility under this Section 5(b)(i), after which Landlord shall have reasonable opportunity to repair same or cure such defect. Landlord’s liability with

Page 5

respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance or the curing of such defect.

(ii)Tenant Representative. The term “Tenant Representative” shall mean any shareholder, officer, director, member, manager, partner, employee, agent, contractor, licensee, assignee, sublessee or invitee of Tenant.

(c)Tenant’s Obligations.

(i)Repairs. Tenant shall, at Tenant’s sole cost and expense, keep and maintain all parts of the Premises (except those for which Landlord is expressly responsible under the terms of Section 5(b)(i) of this Lease) in good condition, promptly making all necessary repairs and replacements, including, but not limited to, windows, glass and plate glass, doors, any special office entry, interior walls and finish work, floors and floor covering, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, and interior termite and pest extermination.

(ii)Tenant to Keep Premises Clean. In addition to the foregoing, and not in limitation of it, Tenant shall also, at Tenant’s sole cost and expense, undertake all replacement of all plate glass and light bulbs, florescent tubes and ballasts, and decorating, redecorating and cleaning of the interior of the Premises, and shall keep and maintain the Premises in a clean condition, free from debris, trash, refuse, snow and ice.

(iii)Tenant’s Negative Covenants. Tenant shall not injure, deface, permit waste nor otherwise harm any part of the Premises, permit any nuisance at the Premises, permit the emission of any objectionable noise or odor from the Premises, place a load on the floor on the Premises exceeding the floor load per square foot the floor was designed to carry, or install, operate or maintain any electrical equipment in the Premises that shall not bear an underwriters approval.

6.Guarantee. The performance of Tenant’s obligations under this Lease are guaranteed by Gaia, Inc., a Colorado corporation, pursuant to the Lease Guarantee attached hereto as Exhibit C.

7.Insurance.

(a)Landlord Insurance Coverage.  During the Term, Landlord shall maintain the following insurance, together with such other insurance coverage as Landlord, in its reasonable judgment, may elect to maintain, the premiums of which shall be included in Operating Expenses: (i) commercial general liability insurance applicable to the Property and the Building providing, on an occurrence basis, a minimum combined single limit of at least $2,000,000, and (ii) “all-risk” or special cause of loss insurance covering the Building at replacement cost value as reasonably estimated by Landlord, and (iii) such other insurance required by law.

(b)Tenant Insurance Coverage. Tenant will maintain, or cause its subtenants to maintain, general liability insurance in such amounts, if any, as it deems commercially reasonable.  Tenant shall name Landlord as an additional insured on such insurance policy.

(c)Waiver of Subrogation. To the extent permitted by law, and without affecting the coverage provided by insurance required to be maintained hereunder, neither Landlord nor Tenant shall be liable by way of subrogation or otherwise to the other party, or to any insurance company insuring the other party for any loss or damage to any of the property of Landlord or Tenant, as the case may be, which loss or damage is covered by any insurance policies carried by the parties and in force at the time of any such damage, even though such loss or damage might have been occasioned by the negligence of Landlord or Tenant, and the party hereto sustaining such loss or damage so protected by insurance waives its rights, if any, of recovery against the other party hereto to the extent and amount that such loss is covered by such insurance. This provision is intended to waive, fully and for the benefit of each party, any rights and/or claims which might give rise to a right of subrogation by any insurance carrier.  The coverage obtained by each party pursuant to this Lease shall include, without limitation, a waiver of subrogation by the carrier which conforms to the provisions of this Section.

8.Compliance with Laws and Insurance Requirements.

(a)General Compliance with Laws and Requirements. Tenant shall, at Tenant’s sole cost and expense, promptly comply in all material respects with the Condominium Declaration of Boulder Road, recorded on 6/21/2017 at reception no. 03599120 in Boulder County, Colorado (the “Declaration”), the Governing Documents (as defined in the Declaration), all matters of record, each and every applicable statute, ordinance, code, rule, regulation, order, directive or

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requirement, currently or hereafter existing, including, but not limited to, the Americans with Disabilities Act of 1990 (“ADA”) and all environmental laws, together with all amending and successor applicable statutes, ordinances, codes, rules, regulations, orders, directives or requirements, and the common law, regardless of whether such laws are foreseen or unforeseen, ordinary or extraordinary, applicable to the Premises, Tenant, Tenant’s use of or operations at the Building, or all of them (the “Requirements”). A failure to comply with the Governing Documents shall be deemed a breach of the Lease by Tenant, subject to any right to cure granted by Section 22(a) of the Lease.

(b)Permits.  Tenant shall not commence or alter any operations at the Premises prior to obtaining, at its sole cost and expense, all permits, registrations, licenses, certificates and approvals from all applicable governmental authorities required pursuant to any Requirements.

9.Alterations, Additions and Improvements.

Tenant may, in its sole discretion and without the prior consent of Landlord, make any alterations, additions or improvements (collectively, “Alterations”) in or to the Premises. All such Alterations shall be performed by Tenant in a good and workmanlike manner and comply with all Requirements.  Tenant’s contractor shall obtain all applicable building and occupancy permits required by law.  Tenant agrees to indemnify Landlord and hold it harmless against any loss, liability or damage resulting from such work.  Notwithstanding anything to the contrary set forth in this Lease, Landlord will not make any Alterations in or to the Premises without the prior written consent of Tenant.

All Alterations and systems installed in or attached to the Premises by Tenant (including, by way of illustration and not by limitation, all partitions, paneling, carpeting, window coverings and light fixtures, but excluding all improvements, fixtures, equipment and other personal property relating to Gaia Sphere, including without limitation all studio equipment, camera equipment, lighting, sound systems, sound boards, Whisper Wall panels, wiring and cables (the “Gaia Sphere Property”)) shall, upon the expiration or earlier termination of this Lease, belong to and become the property of Landlord without any payment from Landlord and shall be surrendered by Tenant in good order and condition as part of the Premises upon the expiration or sooner termination of the Term. For the avoidance of doubt, Tenant shall not be required to remove such Alterations and systems or restore the Premises to their original condition, but Tenant may, at its option, remove the Gaia Sphere Property.

Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by Tenant.  Tenant’s obligations regarding liens shall be satisfied if during any period that a lien is disputed Tenant provides a bond (or other similar security) in a manner sufficient to release the lien from title to the Property in an amount equal to one and one-half times the amount of the claim, together with costs and interest.

10.Fire and Other Casualty.

(a)Repair of Damage.  If the Building is damaged or destroyed by fire or other casualty, Landlord shall commence repair or restoration within sixty (60) days of such damage or destruction and shall diligently pursue such repair and restoration to completion unless this Lease is terminated as provided herein.  Landlord shall pay the cost of repair of any damage or destruction of the Building (exclusive of Tenant’s inventory, furnishings, fixtures, equipment and other tangible personal property whose repair and restorations shall be the responsibility of Tenant).  Tenant shall pay the cost of repair of any damage or destruction of the Building caused by the negligence or willful misconduct of Tenant, its employees, agents, contractors, or invitees which is not insured or required to be insured against hereunder, plus any deductible under such insurance policies.  Tenant shall cooperate with Landlord to allow Landlord access to such portion of the Premises as Landlord reasonably requires to enable Landlord to repair the Building.

(b)Abatement.  If Building is damaged or destroyed by fire or other casualty not caused by the negligence or willful misconduct of Tenant, its agents, contractors, employees, or invitees, the Monthly Base Rent, Additional Rent and other expenses shall abate until such damage or destruction is repaired in proportion to the impairment of Tenant’s use of or access to the Premises. Except as specifically provided in this Lease, this Lease shall not terminate, Tenant shall not be released from any of its obligations under this Lease, the fixed rent, Additional Rent and other expenses payable by Tenant under this Lease shall not abate, and Landlord shall have no liability to Tenant for any damage or destruction to the Building.

(c)Termination by Landlord.  If the Building is damaged or destroyed, Landlord shall have the option to terminate this Lease within sixty (60) days from the date of the event of such damage or destruction by written notice to

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Tenant delivered at least ninety (90) days prior to the proposed termination date specifying the cost of such repair if Landlord reasonably determines that the cost of repair to the Building (exclusive of Tenant’s inventory, furnishings, fixtures, equipment and other tangible personal property whose repair and restorations shall be the responsibility of Tenant), exceeds fifty percent (50%) of the value of the Building exclusive of the Land prior to such damage.

(d)Rights of Mortgagee. Anything contained in this Section or elsewhere in this Lease to the contrary notwithstanding, any different procedure for the distribution of the insurance proceeds which may be required by a mortgagee that is commercially reasonable and customary at the time shall take precedence over and be in lieu of any contrary procedure provided for in this Lease; provided, however, that Landlord shall use good faith efforts to obtain such mortgagee’s consent to such use of the insurance proceeds. If required, Landlord shall agree to accept such reasonable conditions that such mortgagee may require to allow use of the insurance proceeds for the restoration of the Building.

11.Assignment and Subletting.

(a)Landlord’s Consent Not Required. Provided that there is no Event of Default by Tenant under this Lease, Tenant may assign, sublet, or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises without Landlord’s prior written consent, provided that no such subletting or assignment shall (i) cause Tenant to be dissolved or to be a non-surviving entity; or (ii) release Tenant from this Lease.

(b)Permitted Transfer.  Notwithstanding anything contained in this Section 11 to the contrary, Tenant shall have the unrestricted right to transfer or assign this Lease as long as such assignee or transferee (i) is an entity which controls, is controlled by or is under common control with Tenant (an “Affiliate”), (ii) is the surviving entity following any merger or consolidation or sale of all or substantially all of Tenant’s or an Affiliate’s assets by Tenant or an Affiliate, (iii) is the result of a reorganization or other corporate restructuring of Tenant or an Affiliate, or (iv) acquires any or all of the interests of Tenant or an Affiliate; provided, further, that in no event shall any change in the management of Tenant or in the management of an Affiliate be deemed to be a transfer or assignment requiring the consent of Landlord.

12.Landlord’s Right to Inspect and Repair. Landlord or Landlord’s agents, employees or representatives, shall have the right upon twenty-four (24) hours prior notice (except in the event of an emergency, in which case no prior notice is required) to enter into and upon all or any part of the Premises during the Term at all reasonable hours, for the purpose of: (a) examination; (b) determination whether Tenant is in compliance with its obligations under this Lease; or (c) making repairs, alterations, additions or improvements to the Premises, as may be necessary by reason of Tenant’s failure to make same. This Section shall not be deemed nor construed to create an obligation on the part of Landlord to make any inspection of the Premises or to make any repairs, alterations, additions or improvements to the Premises for its safety or preservation.

13.Landlord’s Right to Exhibit Premises. Landlord or Landlord’s agents, employees or representatives shall have the right, upon forty-eight (48) hours prior written notice, to show the Premises during the Term to persons wishing to purchase or grant fee mortgages on the Premises. Landlord or Landlord’s agents, employees or other representatives shall have the right within the last six (6) months of the Term to place notices on any parts of the Premises, offering the Premises for lease and at any time during the Term, offering the Premises for sale, and Tenant shall permit the signs to remain without hindrance or molestation.

14.Signs. All signs of Tenant at the Premises shall conform with all municipal ordinances or other Requirements applicable to such signs.

15.Landlord Not Liable. Landlord shall not be liable for any damage or injury to any person or any property as a consequence of the failure, breakage, leakage or obstruction of water, well, plumbing, septic tank, sewer, waste or soil pipes, roof, drains, leaders, gutters, down spouts or the like, or of the electrical system, gas system, air conditioning system or other system, or by reason of the elements, or resulting from any act or failure to act on the part of Landlord, or Landlord’s agents, employees, invitees or representatives, assignees or successors, or attributable to any interference with, interruption of or failure beyond the control of Landlord.

16.Force Majeure. Whenever a period of time is herein prescribed for the taking of any action by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, lockouts, riots, acts of God, shortages of labor or materials, war, civil commotion, fire or other casualty,

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catastrophic weather conditions, a court order that causes a delay, governmental laws, regulations, or restrictions, incidence of disease or other illness that reaches outbreak, epidemic, or pandemic proportions or other causes affecting the area in which the Property is located, or the Landlord’s labor or supply chain, or the availability or services or any other cause whatsoever beyond the control of Landlord (any of the foregoing being referred to an “Unavoidable Delay”). Landlord shall use reasonable efforts to notify Tenant not later than ten (10) business days after Landlord knows of the occurrence of an Unavoidable Delay; provided, however, that Landlord’s failure to notify Tenant of the occurrence of an event constituting an Unavoidable Delay shall not alter, detract from, or negate its character as an Unavoidable Delay or otherwise result in the loss of any benefit or right granted to Landlord under this Lease.

17.Indemnification and Waiver of Liability.

(a) Tenant.  Except to the extent caused by the negligence of Landlord or any Landlord Indemnitee (as defined below), neither Landlord nor Landlord’s members, affiliates, employees, agents, or contractors (each, a “Landlord Indemnitee”) shall be liable for and Tenant shall indemnify and save harmless Landlord and each Landlord Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, reasonable attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises, or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Tenant or any Tenant Representative; or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding shall be brought by or against Landlord or any Landlord Indemnitee in connection with any such liability, claim, suit, cost, injury, death or damage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this Section shall apply to all activities of Tenant or any Tenant Representative with respect to the Premises, whether occurring before or after execution of this Lease. Subject to Section 7(c) of this Lease, Tenant’s obligations under this Section shall not be limited to the coverage of insurance maintained or required to be maintained by Tenant under this Lease. In no event shall Landlord or any Landlord Indemnitee be liable in any manner to Tenant or any Tenant Representative as the result of the acts or omissions of Tenant or a Tenant Representative and all liability therefore shall rest with Tenant. Tenant’s indemnification obligations pursuant to this Section shall survive the expiration or earlier termination of this Lease.

(b) Landlord.   Except to the extent caused by the negligence of Tenant or any Tenant Indemnitee (as defined below), neither Tenant nor Tenant’s members, affiliates, employees, agents, or contractors (each, a “Tenant Indemnitee”) shall be liable for and Landlord shall indemnify and save harmless Tenant and each Tenants Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, reasonable attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises, or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Landlord or any shareholder, officer, director, member, manager, partner, employee, agent, contractor, licensee, assignee or invitee of Landlord (each, a “Landlord Representative”); or (b) by any breach, violation or non-performance of any covenant of Landlord under this Lease. If any action or proceeding shall be brought by or against Tenant or any Tenant Indemnitee in connection with any such liability, claim, suit, cost, injury, death or damage, Landlord, on notice from Tenant or any Tenant Indemnitee, shall defend such action or proceeding, at Landlord’s expense, by or through attorneys reasonably satisfactory to Tenant or the Tenant Indemnitee. The provisions of this Section shall apply to all activities of Landlord or any Landlord Representative with respect to the Premises, occurring from and after execution of this Lease. Subject to Section 7(c) of this Lease, Landlord’s obligations under this Section shall not be limited to the coverage of insurance maintained or required to be maintained by Landlord under this Lease. In no event shall Tenant or any Tenant Indemnitee be liable in any manner to Landlord or any Landlord Representative as the result of the acts or omissions of Landlord or a Landlord Representative and all liability therefore shall rest with Landlord. Landlord’s indemnification obligations pursuant to this Section shall survive the expiration or earlier termination of this Lease.

18.Subordination; Attornment.

(a)Subordination. This Lease shall be subject and subordinate to any mortgage, deed of trust, trust indenture, assignment of leases or rents or both, or other instrument evidencing a security interest, which may now or hereafter affect any portion of the Premises, or be created as security for the repayment of any loan or any advance made pursuant to

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such an instrument or in connection with any sale-leaseback or other form of financing transaction and all renewals, extensions, supplements, consolidations, and other amendments, modifications, and replacements of any of the foregoing instruments (“Mortgage”). Tenant shall, at the request of any successor-in-interest to Landlord claiming by, through or under any Mortgage, attorn to such person or entity as described below. The foregoing provisions of this subsection (a) shall be self-operative and no further instrument of subordination shall be required to make the interest of any mortgagee, trustee or other holder of or beneficiary under a Mortgage (a “Mortgagee”) superior to the interest of Tenant hereunder; provided, however, Tenant shall execute and deliver promptly any certificate or instrument, in recordable form, that Landlord or Mortgagee may request in confirmation of such subordination, provided that such certificate or instrument provides that the beneficiary of such superior interest will not disturb Tenant’s possession of the Premises and rights under this Lease so long as Tenant is not in default of its obligations under this Lease, following all applicable notice and cure periods.

(b)Rights of Mortgagee. Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, whether this Lease is dated prior to or subsequent to the date of such Mortgage. If, in connection with the financing of the Premises, any Mortgagee shall request reasonable modifications of this Lease that do not increase the monetary obligations of Tenant under this Lease, materially increase Tenant’s other obligations, or materially and adversely affect the rights of Tenant under this Lease, then Tenant shall make such modifications.

(c)Attornment. If at any time prior to the expiration of the Term of this Lease, any Mortgagee comes into possession of the Premises, Tenant shall, at the election and upon the demand of any owner of the Premises, or of any Mortgagee-in-possession of the Premises, attorn, from time to time, to any such owner, Mortgagee, or any person or entity acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure, upon the then-executory terms and conditions of this Lease, for the remainder of the Term provided that such Mortgagee-in-possession of the Premises agrees not to disturb Tenant’s possession of the Premises and rights under this Lease so long as Tenant is not in default of its obligations under this Lease, following all applicable notice and cure periods. Any such subordination, non-disturbance and attornment agreement shall be on customary terms and mutually satisfactory to Landlord, Tenant and such Mortgagee.

(d)Rights Accruing Automatically. The provisions of this Section 18 shall inure to the benefit of any such successor-in-interest to Landlord, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to such provisions. Tenant, however, upon demand of any such successor-in-interest to Landlord, shall execute, from time to time, instruments in confirmation of the foregoing provisions of this Section, reasonably satisfactory to any such successor-in-interest to Landlord and Tenant, acknowledging such attornment and setting forth the terms and conditions of its tenancy.

(e)Limitation on Rights of Tenant. As long as any Mortgage shall exist, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until Tenant shall have given written notice of such act or omission to all Mortgagees at such addresses as shall have been furnished to Tenant by such Mortgagees and, if any such Mortgagee shall have notified Tenant within ten (10) business days following receipt of such notice of its intention to remedy such act or omission, until a reasonable period of time shall have elapsed following the giving of such notice (but not to exceed sixty (60) days), during which period such Mortgagees shall have the right, but not the obligation, to remedy such act or omission. The foregoing shall not, however, be deemed to impose upon Landlord any obligations not otherwise expressly set forth in this Lease.

19.Condemnation.

(a)Permanent Condemnation.

(i)Lease Termination. If all or any portion of the Premises is taken under the power of eminent domain, or sold under the threat of the exercise of the power (both called “Condemnation”), this Lease shall terminate as to the part taken as of the first date the condemning authority takes either title or possession. If more than twenty-five (25%) percent of the leasable area of the Building is taken or the balance of the Building or the Premises is unfit for Tenant’s use, Tenant has the option to terminate this Lease as of the date the condemning authority takes possession. The option shall be exercised in writing as follows:

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(A)Notice of Taking. Within thirty (30) days after Landlord or the condemning authority has given Tenant written notice of the taking; or

(B)Possession.  Absent notice, within ten (10) days after the condemning authority has taken possession.  If Tenant does not terminate, this Lease shall remain in full force and effect as to the portion of the Premises remaining. The Base Rent and Additional Rent shall be reduced in the same proportion as the area of the Building taken bears to the entire area leased hereunder.

(ii)Award. Any award for Condemnation is Landlord’s, whether the award is made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages. If this Lease is not terminated, Landlord shall diligently repair any damage to the Premises caused by such Condemnation, subject to delays due to Unavoidable Delay, as provided in Section 16.

(b)Temporary Condemnation. Upon condemnation of all or any portion of the Premises for temporary use (which shall mean a period not to exceed 180 days), this Lease shall continue without change or abatement in Tenant’s obligations, as between Landlord and Tenant. Tenant is entitled to the award made for the use. If the Condemnation extends beyond the Term of the Lease, the award shall be prorated between Landlord and Tenant as of the expiration date of the Term. Tenant is responsible, at its sole cost and expense, for performing any restoration work required to place the Premises in the condition it was in prior to Condemnation, unless the release of the Premises occurs after termination. In such case, Tenant shall assign to Landlord any claim it may have against the condemning authority for the cost of restoration, and if Tenant has received restoration funds, it shall give the funds to Landlord within ten (10) days after demand.

20.DAMAGES.  NOTWITHSTANDING ANY OTHER SECTION OF THIS LEASE, IN NO EVENT SHALL EITHER LANDLORD OR TENANT BE LIABLE TO THE OTHER UNDER ANY THEORY OF TORT, CONTRACT OR STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, EXEMPLARY OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (EXCEPT TO THE EXTENT TENANT HOLDS OVER IN THE PREMISES AFTER THE TERM HEREOF HAS ENDED), EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHICH MAY NOW EXIST OR HEREAFTER ARISE.

21.Landlord’s Right to Re-Enter. If an Event of Default occurs and is continuing, then it shall be lawful for Landlord to re-enter the Premises and to again possess and enjoy the Premises.

22.Default by Tenant and Landlord’s Remedies.

(a)Event of Default. If any one or more of the following events shall occur and be continuing beyond the period set forth in any default notice provided to be given, an Event or Events of Default shall have occurred under this Lease:

(i)Non-Payment. If Tenant shall fail to pay any installment of Base Rent, Additional Rent or other sums when due under this Lease and such failure shall continue for ten (10) days after the receipt of written notice from Landlord specifying the amount outstanding; provided, however, that Landlord shall not be required to provide written notice more than two (2) times in any twelve (12)-month period; or

(ii)Non-Performance. If Tenant shall fail to comply with any of the other terms, covenants, conditions or obligations of this Lease and such failure in compliance shall continue for thirty (30) days after delivery of written notice from Landlord to Tenant specifying the failure, or, if such failure cannot with due diligence be remedied within thirty (30) days, Tenant shall not, in good faith have commenced within said thirty (30) day period to remedy such failure and continued diligently and continuously thereafter to prosecute the same to completion; or

(iii)Bankruptcy.  If (i) a petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Act, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant’s debts, which in the case of an involuntary action is not discharged within sixty (60) days; (ii) Tenant is declared insolvent by law or any assignment of Tenant’s property is made for the benefit of creditors; (iii) a receiver is appointed for Tenant or Tenant’s property, which appointment is not discharged within

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sixty (60) days; (iv) any action taken by or against Tenant to reorganize or modify Tenant’s capital structure in a materially adverse way which in the case of an involuntary action is not discharged within sixty (60) days; or (v) upon the dissolution of Tenant.

(b)Right to Terminate Lease and Re-Enter. Following an Event of Default, Landlord may, in addition to any other remedy available to Landlord under this Lease or available under the Requirements, at Landlord’s option, on 10 days’ written notice to Tenant, declare this Lease terminated at the expiration of such 10-day period and Tenant shall quit and surrender possession of the Premises, but Tenant shall remain liable to Landlord as hereinafter provided, and upon Tenant’s failure to surrender of possession, Landlord may re-enter the Premises by summary proceeding or otherwise free from any estate or interest of Tenant therein.

(c)Landlord’s Right to Restore and Re-Let, and Tenant’s Liability for Expenses. In the event that Landlord shall obtain possession by re-entry, legal or equitable actions or proceedings or other lawful means as a result of an Event of Default by Tenant, Landlord shall use commercially reasonable efforts to re-let the Premises for a term at least equal to the full Term of the Lease had Landlord not re-entered and re-possessed or terminated the Lease, and, in connection therewith, Landlord may make repairs and alterations to the Premises required to restore them to the same condition as during the Term of the Lease and may grant reasonable concessions in the re-renting to a new tenant, without affecting the liability of Tenant under the Lease. Tenant shall not be entitled to any surplus rents collected by Landlord. Any of the foregoing action taken or not taken by Landlord shall be without waiving any rights that Landlord may otherwise have under Requirements or pursuant to the terms of this Lease. Tenant shall pay Landlord all reasonable, documented legal and other expenses incurred by Landlord in terminating this Lease by reason of an Event of Default, in obtaining possession of the Premises, in making all required alterations and repairs and in paying the usual and ordinary commissions for re-letting the same.

(d)Survival Covenant - Liability of Tenant after Re-Entry and Possession or Termination.

(i)Survival of Obligations. If any Event of Default occurs (whether or not this Lease shall be terminated as a result of an Event of Default), Tenant shall remain liable to Landlord for all Base Rent and Additional Rent herein reserved (including, but not limited to, the expenses to be paid by Tenant pursuant to the provisions of this Lease); less the net amount of rent, if any, that shall be collected and received by Landlord from the Premises, for and during the remainder of the term of this Lease. Landlord shall, following re-entry and possession or termination, apply any rentals received by Landlord in the following order: (i) to the payment of indebtedness or costs other than rent or damages; (ii) to the payment of any cost of re-letting; (iii) to the payment of any cost of altering or repairing the Building; (iv) to the payment of Base Rent and Additional Rent, or damages, as the case may be, due and unpaid hereunder; and (v) the residue, if any, shall be held by Landlord and applied for the payment of future Base Rent and Additional Rent, or damages, as the case may be, as the same may become due and payable hereunder. Landlord may sue periodically for and collect the amount that may be due pursuant to the provisions of this Section, and Tenant expressly agrees that any such suit shall not bar or in any way prejudice the rights of Landlord to enforce the collection or the amount due at the end of any subsequent period by a like or similar proceeding. The words “re- entry” and “re-enter,” as used herein, shall not be construed as limited to their strict legal meaning.

(ii)Rights on Termination. Should Landlord terminate this Lease by reason of an Event of Default, then Landlord shall thereupon have the right, without the obligation, as an alternative to suing Tenant periodically pursuant to the provisions of subsection (i) above, to recover from Tenant the difference, if any, at the time of such termination, between the amount of Base Rent and Additional Rent reserved herein for the remainder of the Term over the then reasonable rental value of the Premises for the same period both discounted to present value at the rate than being given prime loans minus one point by Wells Fargo N.A. Landlord shall not, by any re-entry or other act, be deemed to have terminated this Lease, unless Landlord shall notify Tenant in writing, that Landlord has elected to terminate the same.

(iii)Remedies Cumulative. The remedies of Landlord specified herein shall be cumulative as to each other and as to all such allowed by Requirements.

(iv)Duty to Mitigate.  Notwithstanding anything to the contrary herein contained, if an Event of Default occurs and Landlord shall seek to exercise its remedies, Landlord shall use commercially reasonable efforts to mitigate any damages caused by such Event of Default, such efforts to include using commercially reasonable efforts to re-let the Premises.

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(e)Right to Injunction. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease, or otherwise.

23.End of Term; Removal of Tenant’s Trade Fixtures; Holding Over.

(a)End of Term.  Upon the expiration or earlier termination of the Term of this Lease, (i) Tenant shall, at its sole cost and expense, quit and surrender to Landlord the Premises broom clean, in good order and condition (ordinary wear and tear excepted), and remove all of its trade equipment, trade fixtures, goods and other property (including the Gaia Sphere Property) therefrom and (ii) surrender to Landlord any and all keys, access cards, computer codes or any other items used to access the Premises.

(b)       Holding Over.   If Tenant shall hold over after expiration of the Term or any earlier termination of this Lease, (i) Tenant shall be deemed to be a tenant-at-will, (ii) Tenant shall pay one and one-half times the Base Rent and Additional Rent payable during the final full month of the Term; (iii) there shall be no renewal or extension of this Lease by operation of law; and (iv) the tenancy-at-will may be terminated at any time and Tenant’s occupancy shall otherwise be on the terms and conditions herein specified so far as applicable. The provisions of this Section 23(b) shall not constitute a waiver by Landlord or any re-entry rights of Landlord provided hereunder or by law. This subsection 23(b) shall survive the termination or expiration of this Lease.

24.Estoppel Certificate. Within ten (l0) days of request from Landlord, Tenant shall execute, acknowledge and deliver to Landlord, a written instrument certifying (i) that this Lease has not been modified and is in full force and effect, or if there has been a modification, that this Lease is in full force and effect as modified, stating the modification; (ii) specifying the dates to which rent and other sums due from Tenant under this Lease have been paid; (iii) stating whether or not to the knowledge of Tenant, Landlord is in default, and if so, the reasons for the default; (iv) stating the commencement date of the Term; and (v) providing such other customary information as is reasonably requested by Landlord.

25.Limitations on Landlord’s Liability. Notwithstanding any provision of this Lease to the contrary, Tenant agrees that it shall look only to the Premises (which includes all of Landlord’s equity or interest therein, including proceeds of sale, insurance and condemnation) in seeking to enforce any obligations or liabilities whatsoever of Landlord under this Lease or to satisfy a judgment (or any other charge, directive or order) of any kind against Landlord; and Tenant shall not look to the property or assets of any of the any officers, directors, shareholders (or principal, partner, member or manager of any non-corporate Landlord), employees, agents, or legal representatives of Landlord in seeking to enforce any obligations or liabilities whatsoever of Landlord under this Lease or to satisfy a judgment (or any other charge, directive or order) of any kind against Landlord, and in no event shall any deficiency judgment be sought or obtained against Landlord. No person who is an officer, director, shareholder (or principal, partner, member or manager of any non-corporate Landlord), employee, agent, or legal representative of Landlord shall be personally liable for any obligations or liabilities of Landlord under this Lease.

26.Services and Utilities.  To the extent not included in Operating Expenses, Tenant shall, at Tenant’s own expense, obtain all utility services supplying the Premises, including but not limited to electricity, water, sewer, standby water for sprinkler, gas, telephone and all other utilities and other communication services, in its own name, effective as of the commencement of this Lease, and shall pay the cost directly to the applicable utility, including any fine, penalty, interest or cost that may be added thereto for non-payment thereof.  If required by Landlord, Tenant shall have a separate water, electric, and/or gas meter installed for the Premises, or shall reimburse Landlord for the costs of such meter(s) if Landlord has a separate water, electric or gas meter installed for the Premises.

27.Qualification in Colorado. Tenant represents and warrants to Landlord that it is qualified to do business in the State of Colorado.

28.Notices. All notices, consents, demands, communications or approvals required or permitted by this Lease shall be in writing and shall be delivered personally or delivered by certified or registered mail, return receipt requested, addressed as follows:

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If to Landlord:Boulder Road LLC

833 W. South Boulder Road

Louisville, Colorado 80027

Attn: Paul Tarell

and

Westside Boulder, LLC

1244 6th St.

Santa Monica, California 90401

Attn:  Jonathan Condos

If to Tenant: Boulder Road LLC

833 W. South Boulder Road

Louisville, Colorado 80027

Attn: Paul Tarell

Landlord and Tenant may, by notice given in the same manner set forth above, designate a different address to which subsequent notices shall be sent. Notice shall be deemed given when delivered, if delivered personally or by reputable overnight delivery service that provides proof of delivery, or when mailed if sent by certified or registered mail, return receipt requested.

29.Broker. Each party represents and warrants to the other no real estate broker was instrumental in effecting this Lease. Each party shall indemnify and defend the other from the claim of any broker, that such broker was authorized on behalf of such party to make an offer to the other with respect to this transaction.

30.Tenant’s Right to Quiet Enjoyment. Upon paying the rents and other sums required of Tenant under the Lease and faithfully and fully performing the terms, conditions and covenants of the Lease on Tenant’s part to be performed, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the Term.

31.Miscellaneous.

(a)Validity of Lease. The provisions of this Lease are severable. If any provision of the Lease is adjudged to be invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of any other provision of this Lease.

(b)Non-Waiver by Landlord. The rights, remedies, options or elections of Landlord in this Lease are cumulative, and the failure of Landlord to enforce performance by Tenant of any provision of this Lease applicable to Tenant, or to exercise any right, remedy, option or election, or the acceptance by Landlord of the annual Base Rent or Additional Rent from Tenant after any default by Tenant, in any one or more instances, shall not act as a waiver or a relinquishment at the time or in the future, of Landlord of such provisions of this Lease, or of such rights, remedies, options or elections, and they shall continue in full force and effect.

(c)Entire Agreement. This Lease contains the entire agreement between the parties. No representative, agent or employee of Landlord has been authorized to make any representations, warranties or promises with respect to the letting, or to vary, alter or modify the provisions of this Lease. No additions, changes, modifications, renewals or extensions of this Lease, shall be binding unless reduced to writing and signed by both parties.

(d)Effective Law. This Lease shall be governed by, construed and enforced in accordance with the laws of the State of Colorado without giving effect to its principles of conflicts of law. Landlord and Tenant waive their right to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other, or with respect to any issue or defense raised therein, on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use and occupancy of the Premises, including summary proceedings and possession actions, and any emergency statutory or other statutory remedy.

(e)Commercial Lease. This Lease shall be construed as a commercial Lease.

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(f)Captions. The captions of the Sections in this Lease and the Table of Contents are for reference purposes only and shall not in any way affect the meaning or interpretation of this Lease.

(g)Obligations Joint and Several. If there is more than one party tenant, their obligations under this Lease are joint and several. If Tenant is a partnership, the obligations of Tenant under this Lease are joint and several obligations of each of the partners and of the partnership.

(h)Counterparts. This Lease may be executed in one or more counterparts, each of which shall be an original, and all of which constitutes one and the same Lease.

(i)Landlord’s Performance of Tenant’s Obligations. The performance by Landlord of any obligation required of Tenant under this Lease shall not be construed to modify this Lease, nor shall it create any obligation on the part of Landlord with respect to any performance required of Tenant under this Lease, whether Landlord’s performance was undertaken with the knowledge that Tenant was obligated to perform, or whether Landlord’s performance was undertaken as a result of mistake or inadvertence.

(j)Remedies and Rights Not Exclusive. No right or remedy conferred upon Landlord shall be considered exclusive of any other right or remedy, but shall be in addition to every other right or remedy available to Landlord under this Lease or by law. Any right or remedy of Landlord, may be exercised from time to time, and as often as the occasion may arise. The granting of any right, remedy, option or election to Landlord under this Lease shall not impose any obligation on Landlord to exercise the right, remedy, option or election.

(k)Signature and Delivery by Landlord. This Lease is of no force and effect unless it is signed by Landlord and Tenant, and a signed copy of this Lease delivered by Landlord to Tenant. The mailing, delivery or negotiation of this Lease by Landlord or Tenant or any agent or attorney of Landlord or Tenant prior to the execution and delivery of this Lease as set forth in this subsection shall not be deemed an offer by Landlord or Tenant to enter into this Lease, whether on the terms contained in this Lease or on any other terms. Until the execution and delivery of this Lease as set forth in this subsection, Landlord or Tenant may terminate all negotiations and discussions of the subject matter of this Lease, without cause and for any reason, without recourse or liability.

(l)Inspection, Length of Time of Tenant’s Default. Nothing in this Lease requires Landlord at any time, to inspect the Premises to determine whether Tenant is in default of Tenant’s obligations under this Lease. Any default by Tenant of the provisions of this Lease for any length of time, and whether Landlord has direct or indirect knowledge or notice of the default, is not a waiver of Tenant’s default by Landlord, and Landlord has the right to declare Tenant in default, notwithstanding the length of time the default exists.

(m)No Offer. The submission of the Lease to Tenant shall not be deemed an offer by Landlord to rent the Premises to Tenant, such an offer only being made by the delivery to Tenant of a Lease signed by Landlord.

(n)Surrender. Neither the acceptance of keys to the Premises nor any other act or thing done by Landlord or any agent, employee or representative of Landlord shall be deemed to be an acceptance of a surrender of the Premises, excepting only an agreement in writing, signed by Landlord, accepting or agreeing to accept a surrender of the Premises.

(o)Drafting Ambiguities; Interpretation. In interpreting any provision of this Lease, no weight shall be given to nor shall any construction or interpretation by influenced by the fact that counsel for one of the parties drafted this Lease, each party recognizing that it and it’s counsel have had an opportunity to review this Lease and have contributed to the final form of this Lease. Unless otherwise specified, the words “include” and “including” and words of similar import shall be deemed to be followed by the words “but not limited to” and the word “or” shall be “and/or.”

(p)References. In all references to any persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of this Lease may require.

(q)Binding Effect. This Lease is binding upon and shall inure to the benefit of the parties, their legal representatives, successors and permitted assigns.

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(r)Landlord Defined. The term “Landlord” in this Lease means and includes only the owner(s) at the time in question of the Premises and, in the event of the sale or transfer of the Premises, Landlord shall be released and discharged from the provisions of this Lease thereafter accruing, but such provisions shall be binding upon each new owner of the Premises while such party is an owner.

(s)Time of the Essence. Time is of the essence of this Lease.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day and year first above written.

Landlord:

BOULDER ROAD LLC, a Colorado limited liability company

By:  GAIA, INC., its manager

By:  /s/ Paul Tarell

Name:Paul Tarell

Title:  Chief Financial Officer

WESTSIDE BOULDER, LLC,

a California limited liability company

By:  _/s/ Jonathan Condos_____________________________________

Name: Jonathan Condos

Title: Manager

Tenant:

BOULDER ROAD LLC, a Colorado limited liability company

By:  GAIA, INC., its manager

By:  /s/ Paul Tarell

Name:Paul Tarell

Title:Chief Financial Officer

gaia-ex991_6.htm

Exhibit 99.1

Gaia Sells Portion of its Headquarters and Reduces Debt by $13 Million

BOULDER, CO, September 9, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, closed on the sale of the portion of its corporate headquarters that it was not occupying to a strategic real estate investor today. Gaia will still retain full ownership of its studio and production facilities.

Highlights of the completed transaction:

▪	Sold 50% of its office space for $13 million, utilizing the proceeds to reduce debt from $17 million to $4 million.
▪	Recognized a book gain of approximately $6 million, net operating losses to offset tax impact.
---	---
▪	Impact to future periods operating expenses will be neutral.
---	---

Gaia also provided an update on its progress toward its goals for the third quarter, including:

•	On track for 30,000 net member additions.
•	Positive earnings and cash flows in July and August; on track for September even excluding the gain from the sale of real estate.
---	---

“The completion of this transaction allows us to realize the appreciated equity value in our building while retaining strategic control of our production facilities and headquarters,” said Paul Tarell, Gaia’s CFO. “We have continued building on the momentum of the past six months and are on track to report positive earnings and cash flows for the third quarter as planned.”

Gaia plans to report its third quarter 2020 earnings results on November 9^th^.

About Gaia

Gaia is a global video streaming service and community that provides curated conscious media in four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—to its subscribers in 185 countries with approximately 8,000 titles. Over 90% of its library is exclusive to Gaia, and approximately 80% of the views are generated by content produced or owned by Gaia. For more information about Gaia, visit www.gaia.com.

Forward-Looking Statements

This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” or comparable terminology or by discussions of strategy. While Gaia believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, operating losses, general economic conditions, competition, changing consumer preferences, acquisitions, new initiatives we undertake, costs of acquiring new subscribers, subscriber retention rates, and other risks and uncertainties included in Gaia’s filings with the Securities and Exchange Commission. Gaia assumes no duty to update any forward-looking statements.

Contacts

Paul Tarell

Gaia, Inc.

(303) 222-3330

Paul.Tarell@gaia.com

Cody Slach

Gateway Investor Relations

(949) 574-3860

GAIA@gatewayir.com

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