UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2019 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
YOUNGEVITY INTERNATIONAL, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES INDENTUREIndenture • May 18th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
INDENTURE , dated as of [ ● ], among Youngevity International, Inc. , a Delaware corporation (the “Company”), and [ TRUSTEE ], as trustee (the “Trustee”):
YOUNGEVITY INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 23rd, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the effective date of the Registration Statement (the “Initial Exercise Date”) and on or before 5:00 p.m., Eastern Time, on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Youngevity International, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • January 7th, 2019 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
Youngevity International, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2017 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2017 by and among Youngevity International, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
ContractWarrant Agreement • August 21st, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
ContractWarrant Agreement • February 24th, 2021 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
AL INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses
INCENTIVE STOCK OPTION granted by AL International, Inc., a Delaware corporation, (the “Company”) to the above-named option holder (the “Optionee”) an employee of the Company or one of its subsidiaries, pursuant to the Company’s 2012 Stock Option Plan (the “Plan”), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein.
SERIES D WARRANT AGREEMENTWarrant Agreement • August 3rd, 2017 • Youngevity International, Inc. • Retail-catalog & mail-order houses
This Warrant Agreement (this “Agreement”) is dated as of July , 2017 (the “Issue Date”) and entered into by and between Youngevity International, Inc., a company organized under the laws of State of Delaware and _____________ (together with his, her or its successors and assigns, the “Warrant Holder”).
SELLING AGENCY AGREEMENT between YOUNGEVITY INTERNATIONAL, INC. (the “Company”) and TRIPOINT GLOBAL EQUITIES, LLC (the “Selling Agent”) YOUNGEVITY INTERNATIONAL, INC. Maximum: [ ● ] Shares of Series B Convertible Preferred Stock Convertible into [ ● ]...Selling Agency Agreement • February 7th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses
This Agreement is made pursuant to the Share Purchase Agreement, dated as of the date hereof, between the Company and the Investors (the “Purchase Agreement”).
NOTE PURCHASE AGREEMENT among YOUNGEVITY INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT A Dated as of July , 2017Note Purchase Agreement • August 3rd, 2017 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July , 2017 by and among Youngevity International, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • October 29th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
SECURITY AGREEMENTSecurity Agreement • December 19th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is made as of December 13, 2018 (the “Funding Date”) by and between CLR ROASTERS, LLC, a Florida limited liability company (“CLR Roasters” or “Pledgor”) and Carl Grover (the “Secured Party”) TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2018 BETWEEN THE PLEDGOR, SILES FAMILY PLANTATION GROUP S.A. AND THE SECURED PARTIES (the “Credit Agreement”).
LEASE AGREEMENT Landlord: Dr. Joel Wallach andMa Lan, Trustees of The Joel and Ma Lan Wallach Family Trust UDT dated 1/2/96 Tenant: Wellness Lifestyles, Inc., dba American LongevityLease Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • California
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 15th, 2019 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of the date of acceptance set forth below (this “Agreement”), is entered into by and between Youngevity International, Inc., a Delaware corporation, with headquarters located at 2400 Boswell Road, Chula Vista, California 91914 (the “Company”), and Carl Grover, having an address at 1010 South Ocean Blvd, Apt. 107, Pompano Beach, Florida 33062 (“Grover”).
AGREEMENT OF PURCHASE AND SALEPurchase Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • California
This Purchase Agreement (“Agreement”) is made and entered into this 21st day of September 2010, by and between Preferred Price Plus, Inc. (A Delaware Corporation, referred to herein as “Seller”), and AL Global, Inc. (A California Corporation, referred to herein as “Buyer”) DBA Youngevity. Whereas Seller is an established corporation in the marketing and sale of products related to Nutritional products and has developed a distributor organization of Independent authorized agents for the sale of its products, including the Healing America product brands. Whereas Buyer wishes to acquire and seller wishes to sell / transfer, among other things, its Distributor / Customer organization and the Healing America product line and this Agreement is to witness the following:
ContractWarehouse Lease Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • Florida
THIS STANDARD WAREHOUSE LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and entered into this 19 day of March 2013 (“Effective Date”), by and between PERC ENTERPRISES | 72ND WAREHOUSES (hereinafter called "Landlord"), whose address for the purpose hereof is 169 EAST FLAGLER STREET, PENTHOUSE, MIAMI, FL. 33131 and CLR ROASTERS LLC, a Florida limited liability company bearing document number L07000102507 with the state of Florida (hereafter called "Tenant"), whose address for purposes hereof is 2131 NW 72nd Avenue, Miami, FL 33122. This Lease supersedes any prior agreements between the parties and renders them null and void upon the Commencement Date as defined herein.
CRESTMARK BANK FACTORING AGREEMENTFactoring Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • Florida
Upon your written acceptance, to be noted at the foot of this Agreement, the following will state the terms and conditions under which you are to act as our sole factor:
EXCLUSTVE LICENSING / MARKETING AGREEMENTExclusive Licensing / Marketing Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • California
This Licensing Agreement ("Agreement") is made and entered into this 20th day of March, 2012, by and between GLIE LLC DBA , True2Life, a California Limited Liability Company, (referred to herein as "Licensor"'), and AL International, Inc., a Delaware Corporation, DBA Youngevity and DBA DrinkACT.com (refe1Ted to herein as '"Licensee").
GUARANTY AGREEMENTGuaranty Agreement • January 7th, 2015 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
THIS GUARANTY AGREEMENT, dated as of January 6, 2015 (this “Guaranty”), made by Stephan Wallach ("Wallach" or together with any other individual or entity that may become a party hereto as provided herein, individually, a “Guarantor” and collectively the “Guarantors”), in favor of the Purchasers listed on Exhibit A (the "Purchasers") in that certain Note Purchase Agreement, dated January 6, 2015 (the “Note Purchase Agreement”) among the Purchasers and Youngevity International, Inc. (the "Company" or as sometimes referred to herein, as the "Borrower").
April 6, 2017 David Briskie President & Chief Financial Officer Youngevity International, Inc Chula Vista, CA 91914 Re: Registered Offering Dear Mr. Briskie:Engagement Letter • February 7th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses
This Engagement Letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein under Section 15, this Engagement Letter is not intended to be a binding legal document.
LOAN AND SECURITY AGREEMENT by and between GEMCAP SOLUTIONS, LLC as Lender and CLR ROASTERS LLC, as Borrower Dated: July 6, 2022Loan and Security Agreement • July 11th, 2022 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Texas
LOAN AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the “Agreement”), dated as of July 6, 2022, by and between CLR ROASTERS LLC, a Florida limited liability company with a principal place of business located at 2141 NW 72nd St., Miami, FL 33122 (“Borrower”) and GEMCAP SOLUTIONS, LLC, a Delaware limited liability company with offices at 9901 I.H. 10 West, Suite 800, San Antonio, TX 78230 (together with its successors and assigns, the “Lender”).
SECURITY AGREEMENTSecurity Agreement • December 19th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is made as of December 13, 2018 by Stephan Wallach and Michelle Wallach (individually, a “Pledgor” and collectively the “Pledgors”), in favor of Carl Grover (the “Secured Party”) pursuant to the terms of that certain Credit Agreement, dated December 13, 2018 (the “Credit Agreement”) between the Secured Party and CLR Roasters, LLC, a Florida limited liability company (the “Company” or as sometimes referred to herein, as the “Borrower”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 22nd, 2021 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Florida
This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 8% Secured Promissory Note, dated March 18, 2019, in the original principal amount of $1,000,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by JOY PIPE USA LP (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.
JOINT VENTURE AGREEMENTJoint Venture Agreement • August 5th, 2020 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Florida
THIS AGREEMENT (the "Agreement") is made as of this day of April, 2020, by and among CLR Roasters, LLC, a Florida limited liability company ("CLR"), Khrysos Industries, Inc., a Delaware corporation ("KII", and together with CLR the "US Partners'), H&H Coffee Group Export Corp. a Florida corporation ("H&H"), and The Nica Hemp Cooperative, Inc, an entity created under the laws of Nicaragua (the "Nicaragua Partners").
SECURITY AGREEMENTSecurity Agreement • October 16th, 2015 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of September [ ], 2015 (the “Funding Date”) by and among CLR ROASTERS, LLC, a Florida limited liability company (“CLR Roasters” or “Pledgor”) YOUNGEVITY INTERNATIONAL, INC., a Delaware corporation (the “Company” or “Debtor”); and THE PURCHASERS LISTED ON EXHIBIT A (individually the “Secured Party” and collectively, the “Secured Parties”) TO THAT CERTAIN NOTE PURCHASE AGREEMENT DATED AS OF SEPTEMBER [ ], 2015 BETWEEN THE COMPANY AND THE SECURED PARTIES (the “Purchase Agreement”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 22nd, 2021 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Florida
This AMENDMENT, dated as of February 18, 2021 (“Amendment”), to that certain 6% Secured Promissory Note, dated February 15, 2019, in the original principal amount of $300,000 (the “Note”) of Youngevity International, Inc. (the “Borrower”) held by Thomas Bibb (“Lender”), is entered into by and between the Borrower and Lender. Capitalized terms used herein and not defined shall have the meanings set forth in the Note.
PURCHASE AGREEMENT Ma Lan Wallach, Sole Member of 2400 Boswell, LLC, a California Limited Liability Company & AL International, Inc., a Delaware are Publicly Traded CorporationPurchase Agreement • April 23rd, 2013 • AL International, Inc. • Retail-catalog & mail-order houses
THIS SALE AND PURCHASE AGREEMENT (hereinafter referred to as “Agreement”) is entered into as of the effective date of 15th day of March, by and between Ma Lan Wallach, the sole member of 2400 Boswell, LLC, a California limited liability company (hereinafter referred to as “Seller”), and AL International, Inc., a Delaware publicly traded corporation with offices located at 2400 Boswell Road, Chula Vista, California 91914 (hereinafter referred to as “Buyer”).
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • October 16th, 2015 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
THIS LIMITED GUARANTY AGREEMENT, dated as of September [ ], 2015 (this “Guaranty”), made by Stephan Wallach ("Wallach" or together with any other individual or entity that may become a party hereto as provided herein, individually, a “Guarantor” and collectively the “Guarantors”), in favor of the Purchasers listed on Exhibit A (the "Purchasers") in that certain Note Purchase Agreement, dated September [ ], 2015 (the “Note Purchase Agreement”) among the Purchasers and Youngevity International, Inc. (the "Company" or as sometimes referred to herein, as the "Borrower").
LOAN AND SECURITY AGREEMENT ("Agreement")Loan and Security Agreement • March 30th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Michigan
This Agreement dated 11-16, 2017, is an agreement between CRESTMARK BANK, a Michigan banking corporation ("Crestmark"), and CLR ROASTERS, LLC, a Florida limited liability company ("Borrower"). In this Agreement, Crestmark and Borrower are collectively the "Parties". Any person who guarantees the obligations of Borrower (each a "Guarantor") is required to sign this Agreement. The Parties have the addresses shown on the schedule ("Schedule") which is attached to this Agreement and is a part of this Agreement. These are the addresses of the Parties for all purposes and may be changed by one party giving notice to the other party in writing of the new address.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 1st, 2013 • AL International, Inc. • Retail-catalog & mail-order houses • California
This Asset Purchase Agreement (“Agreement”) is made and entered into this 1st day of July, 2011, by and between R Garden Inc., a Washington Corporation, (referred to herein as “Seller”), and AL Global Corporation, a California Corporation, DBA Youngevity (referred to herein as “Purchaser”). Whereas Seller is an established corporation in the marketing and sale of products related to Nutritional products and has developed a Distributorship Organization of independent authorized agents for the sale of its products, including the R Garden product brands. Whereas Purchaser wishes to acquire and seller wishes to sell / transfer, among other things, its Distributorship Organization and the R Garden product lines and this Agreement is to witness the following:
FIRST AMENDMENT TO OPERATING AND PROFIT-SHARING AGREEMENTOperating and Profit-Sharing Agreement • June 25th, 2021 • Youngevity International, Inc. • Retail-catalog & mail-order houses
THIS FIRST AMENDMENT TO OPERATING AND PROFIT-SHARING AGREEMENT (hereinafter referred to as " First Amendment to OPSA") is dated as of this 15th day of January, 2019 (hereinafter referred to as the "Effective Date"). The parties to this First Amendment to OPSA are CLR ROASTERS, LLC, a Florida Limited Liability Company ("CLR"), a wholly owned subsidiary of Youngevity International, Inc, a Delaware corporation with principal offices located at 2400 Boswell Road, Chula Vista, California 91914 ("American Partner") and HERNANDEZ HERNANDEZ EXPORT Y COMPAPAÑIA LIMITADA, ("H&H") a Nicaraguan business entity ALAIN PIEDRA HERNANDEZ, ("Hernandez") a United States citizen living in Nicaragua and MARISOL DEL CARMEN SILES OROZCO ("Orozco") a United States citizen living in Nicaragua ("Nicaragua Partners"). The USA Partner and the Nicaraguan Partner are sometimes referred to herein collectively as the "Parties".
SETTLEMENT AGREEMENTSettlement Agreement • April 21st, 2021 • Youngevity International, Inc. • Retail-catalog & mail-order houses • Florida
June 18, 2014 CONFIDENTIAL Youngevity International, Inc Chula Vista, CA 91914 Attention: David Briskie CFOEngagement Agreement • September 12th, 2014 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
This letter agreement (“Agreement”) confirms the engagement of TriPoint Global Equities, LLC (“TGE”) by Youngevity International, Inc. (the “Company”) as placement agent to arrange, on a best efforts basis (subject to the terms herein), a debt financing, convertible debt or equity transaction between and among the Company and those persons or entities (collectively, the “Investors”) on behalf of the Company on terms agreed to by both TGE and the Company (such transaction, a “Transaction” or the “Transactions”). A Transaction may occur through a private placement pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).
