SETTLEMENT AGREEMENT
Exhibit 10.1
This
Settlement Agreement (“Agreement”), effective April 2,
2021 (the “Effective Date”), is entered into by and
among the following:
1.
Youngevity
International Inc., CLR Roasters LLC, and any respective
successors, assigns, and agents (collectively,
“Youngevity”);
2.
Xxxxxx Xxxxxxxx and
any respective successors, assigns, and agents (collectively,
“Mangless”);
Each of
the foregoing may be referred to individually as a
“Party” and together as the
“Parties.”
A. WHEREAS, in March
2020, the Parties entered into a Securities Purchase Agreement, a
Senior Secured Promissory Note, and a Pledge and Security Agreement
(collectively, the “Loan Agreements”);
B. WHEREAS, Mangless
sued Youngevity on February 10, 2021 for allegedly breaching the
Loan Agreements in the action titled Mangless v. Youngevity International, Inc. and
CLR Roasters LLC, Case No. 2021-CA-996-O (Fla. Cir. Ct.)
(the “Lawsuit”);
C. WHEREAS, the
Parties wish to resolve all disputes arising out of and related to
the Loan Agreements and the Lawsuit;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Parties
agree as follows:
Agreements
1. Payment of Settlement. No later
than
April 10, 2021, Youngevity shall make a
$195,000.00 payment to Mangless (the “Initial
Payment”). In addition, beginning on May 1, 2021, and on the
first day of every month thereafter through and including January
1, 2022, Youngevity will pay Mangless $101,668.35. Those payments
will be applied to principal and interest in accordance with the
amortization schedule attached as Exhibit A. Youngevity shall
deliver all payments by wire transfer to Mangless at the following
account: [
]
2. Cure Period. If Youngevity
misses any payment identified above in Paragraph One, Youngevity
shall cure that missed payment within 30 days. Youngevity can be
late by no more than 30 calendar days on no more than three
payments identified above in Paragraph One without being in default
under this Agreement. If Youngevity cures any missed payment,
Youngevity shall pay Mangless interest at the rate of 18%
compounded annually on the amount of the missed payment. For
example, if Youngevity misses its May 1, 2021 payment of
$101,668.35, and cures that missed payment on May 15, 2021,
Youngevity is required to pay Mangless $102,420.42 on May 15,
2021.
3. Issuance of Common Stock. No
later than April 10, 2021, Youngevity will issue Mangless 1,000,000
shares of its common stock, which is traded on the OTCM as YGYI
(the “Stock”).
4. Stipulated Judgment.
Simultaneous with the signing of this Agreement, Youngevity and
Mangless will enter into a stipulated judgment in the form attached
as Exhibit X. Xxxxxxxx will not file that judgment with any Court
or otherwise disclose the existence of that judgment to any
third-party unless Youngevity defaults on any of its obligations in
Paragraphs 1 through 3 above. Mangless understands that the
judgment shall remain confidential and that he cannot disclose it
to anyone other than counsel at Xxxxxxx Xxxxx Xxxxx Vinci
P.C.
5. Best
Efforts. Youngevity
agrees to make its best efforts to bring its audit filings up to
date.
6. Registration Statement.
Youngevity will file a registration statement within 60 days after
bringing its audit filings up to date if such registration
statement is then necessary for Mangless to trade his Stock on the
open market.
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7. Dismissal and Resolution of the
Lawsuit and Pending Litigation. No later than five days
after Mangless receives all payments identified in Paragraph 1
above and the Stock identified in Paragraph 3 above, Mangless will
dismiss the Lawsuit with prejudice. The Parties also agree to take
no action adverse to each other in any litigation matter, including
the Lawsuit, during the time in which Youngevity is making the
payments to Mangless identified in Paragraph 1 above and is not
otherwise in default of its obligations under this
Agreement.
8. General Release. Effective upon
Youngevity’s satisfaction of its obligations identified in
Paragraphs 1 and 3, above, to the maximum extent permitted by law,
the Parties, on behalf of themselves and their successors, assigns,
agents, and any other party claiming on their behalf, agree to and
hereby do provide a full and final release of any and all actions,
causes of action, suits, claims, and demands of any nature
whatsoever, whether at law, equity, or otherwise, accrued or
unaccrued, asserted or not asserted, which any Party has or may
have had against any other Party arising out of or related to any
matter or event, action or inaction, commission or omission that
has occurred or failed to occur prior to the Effective Date of this
Agreement, including but not limited to those relating to or
arising out of the facts and allegations giving rise to the Lawsuit
and/or the Loan Agreements.
9. Attorneys’ Fees. If
Youngevity defaults under it obligations under this Agreement, it
will pay Mangless any attorneys’ fees and cost he incurs in
enforcing his rights under the Agreement.
10. Final Agreement. The Parties
hereto acknowledge, declare, and agree that the terms of this
Agreement are fully understood and voluntarily accepted. The
Parties acknowledge that there has been no duress in the execution
of this Agreement, that there have been no promises or commitments
made that are not set forth in this Agreement, and that no defense
exists to the enforcement of this Agreement.
11. Take Necessary Actions. The
Parties shall execute and deliver all documents, provide all
information, take all such action as may be necessary or
appropriate to achieve the purposes of this Agreement and refrain
from taking all such action as may interfere with or frustrate
achievement of the purposes of this Agreement.
12. Representation by Counsel. Each
Party represents and warrants that it has been fully counseled
concerning the matters addressed in this Agreement and enters into
this Agreement of his/its own free will and represents that he/it
has obtained all information believed to be relevant to making a
decision to enter into this Agreement, and has not relied on any
representations made by other Parties that are not set forth in
this Agreement.
13. Governing Law. This Agreement
is governed by the laws of the state of Florida and shall be deemed
to have been made in Florida. This Agreement shall be deemed to
have been drafted by each of the Parties hereto, each Party having
contributed to its creation, and no provision shall be construed
against any Party on the theory that that Party was the drafter of
the provision.
14. Notices. Any notice or
communication required under this Settlement Agreement shall be
effective when received and sufficient if given by email, and shall
be addressed as follows:
For the Youngevity
Parties:
Youngevity
International and/or Xxxxx Xxxxxxx,
xxxxxxxx@xxxxxxxxxx.xxx
and
Xxxx X.
Xxxxxxxx, Esq.
Emord
& Associates, P.C.
0000 X.
Xxx Xxxxx, Xx., Xxxx. 0, Xxx. 000
Xxxxxxx, XX
00000
Xxxxxxxxx@xxxxx.xxx
For
Mangless:
Xxxxxx Xxxxxxxx
xxxxxxxxx@xxxxx.xxx
and
Xxxxxx
X. Xxxxx, Esq.
Xxxxxxx
Xxxxx Xxxxx Vinci PC
0000
Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX
00000
xxxxxx@xxxxxxx.xxx
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15. Authorized to Sign. All Parties
signing this Agreement represent and warrant to each other Party
that they are authorized to do so, and that their signatures are
each duly and fully authorized.
16. Integration Clause. This
Agreement constitutes the sole and entire agreement of the Parties
relating to the subject matter of this Agreement. No promise or
inducement has been offered or made to any of the Parties contrary
to or in addition to the statements contained in this Agreement.
Each Party has asked all questions deemed necessary or desirable by
him/it or his/its legal counsel in order to evaluate the terms of
this Agreement to the satisfaction of such Party. This Agreement is
executed without reliance upon any other statement or
representation by any Party.
17. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable under any applicable law or rule, the
validity, legality, and enforceability of the other provisions of
this Agreement will not be affected or impaired
thereby.
18. Amendment. This Agreement may
not be modified or amended, nor may any term or provision be waived
or discharged, except in writing signed by the Parties. No waiver
of any provision of the Agreement shall be effective unless it is
in writing and signed by the Parties, and then such waiver or
consent shall be effective only in the specific instances and for
the specific purposes for which given and shall not act as a waiver
of any future obligations or duties. Failure of any Party to insist
upon strict observance of or compliance with all of the terms of
this Agreement in one or more instances shall not be deemed to be a
waiver of a Party’s right to insist upon such observance or
compliance with the other terms of this Agreement or with such term
in the future.
19. Binding Agreement. All
covenants and agreements contained in the Agreement shall bind and
inure to the benefit of the respective heirs, executors,
administrators, successors, and assigns of the
Parties.
20. Counterparts. This Agreement
may be executed in counterparts, and legible facsimile or
electronic signatures will be deemed originals.
BY
EXECUTING THIS AGREEMENT, EACH OF THE PARTIES HERETO EVIDENCES THAT
SUCH PARTY CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE
PROVISIONS OF THIS AGREEMENT. EACH PARTY HERETO FURTHER
ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS NOT
RELIED ON ANY PROMISE OF FUTURE BENEFIT OR ANY STATEMENT OF ANY OF
THE PARTIES HERETO, OR ANYONE REPRESENTING ANY OF THE PARTIES
HERETO, WHETHER WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT.
EACH PARTY EXECUTING THIS AGREEMENT ACKNOWLEDGES THAT HE/SHE/IT
DOES SO VOLUNTARILY AND OF HIS/ITS OWN FREE WILL AND
CHOICE.
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IN
WITNESS WHEREOF, the foregoing terms of this Agreement are hereby
acknowledged and agreed to:
/s/
Xxxxx X. Xxxxxxx
Youngevity
International Inc.
By:_David X. Xxxxxxx
Title:_President and CIO
Date:_April 13, 2021
/s/
Xxxxx X. Xxxxxxx
CLR
Roasters LLC
By:_David X. Xxxxxxx
Title: President and CIO
Date:_April 1, 2021
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
Date:_April 20, 2021
Approved
as to form:
/s/
Xxxxxx X. Xxxxxxxx
Counsel
for Youngevity
By:_Irving X. Xxxxxxxx
Date:_April 13, 2021
/s/
Xxxx X. Xxxxxxxx
Counsel
for Mangless
By:_Cory L. Chandler_(by DJO)
Date:_April 7, 2021
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EXHIBIT A
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EXHIBIT B
Stipulated Judgment
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IN THE CIRCUIT COURT OF THE NINTH JUDICAL CIRCUIT
IN AND FOR ORANGE COUNTY, FLORIDA
CIRCUIT CIVIL DIVISION
Xxxxxx
Xxxxxxxx,
Plaintiff,
v.
Case No.
2021-CA-996-0
CLR
Roasters LLC,
Defendants.
_________________________________/
STIPULATED JUDGMENT
IT IS
HEREBY STIPULATED by and between plaintiff, XXXXXX
XXXXXXXX, (hereinafter "Plaintiff"), and defendants,
YOUNGEVITY INTERNATIONAL, INC. and CLR ROASTERS LLC, (hereinafter
"Defendants"), that judgment in the above-entitled cause
be entered in favor of Plaintiff and against Defendants as
follows:
1)
Plaintiff and
Defendants entered into a written settlement agreement to resolve
all outstanding claims in the case.
2)
Defendants have
breached the written settlement agreement. As such, Plaintiff is
entitled to a judgment in his favor.
3)
Wherefore, it is
the order of this court that Plaintiff shall have a judgement
against defendants, YOUNGEVITY and CLR ROASTERS LLC, in the amount
of $______________, which is the sum total of all money Defendants
still owe Plaintiff under the terms of the written
agreement.
4)
Defendants/Counter-Plaintiffs,
YOUNGEVITY and CLR ROASTERS LLC, shall take nothing on their
counter-claim filed against Plaintiff/Counter-Defendant, Xxxxxx
Xxxxxxxx. Such counter-claim is dismissed with prejudice and the
Defendants/Counter-Plaintiffs release XXXXXX XXXXXXXX from any
claims it may have against Plaintiff. Defendants/Counter-Plaintiffs
shall bear their own fees and costs.
5)
Plaintiff shall be
entitled to pursue all of his rights and remedies with respect to
any unpaid balance due under the written settlement agreement,
including having a judgment entered against the
Defendants. Defendants may move to set aside the judgment on the
grounds they did not breach or are not in default of the written
settlement agreement.
6)
Plaintiff need not
give Defendants notice or demand of any default hereunder, other
than the Notices required under the written settlement
agreement.
7)
The parties further
agree to waive findings of fact and conclusions of law and the
right to appeal any judgment that may be entered under
this stipulation for entry of judgment.
8)
Plaintiff and
Defendants further expressly waive notice of entry of
any judgment. Each party hereby agrees to pay its own costs of
suit. However, in the event that Plaintiff is required to pursue
its rights under this Stipulation For Entry Of Judgment, then
Plaintiff may include in the balance due to Plaintiff any
reasonable amounts incurred in executing on
this judgment as well as any reasonable costs and
attorney’s fees in recovering said amounts.
9)
Plaintiff is hereby
awarded costs and attorney’s fees in the enforcement of this
judgment. The court reserves jurisdiction to determine fees and
costs.
10)
This judgment shall
bear interest at the rate of 18% interest per annum.
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DONE
AND ORDERED in Xxxxxxxx, in Orange County, Florida, this ___ day of
__________, 202__.
___________________________________
Circuit
Court Judge
Youngevity
International Inc.
By:_________________________________
Title:________________________________
Date:________________________________
____________________________________
CLR
Roasters LLC
By:_________________________________
Title:________________________________
Date:________________________________
____________________________________
Xxxxxx
Xxxxxxxx
Date:________________________________
Approved
as to form:
|
__________________________________
Xxxx X.
Xxxxxxxx/FBN: 621552
XXXXXXX
GADON XXXXX VINCI LLP
360
Central Avenue, Suite 1550
St.
Petersburg, FL 00000
000-000-0000;
Fax: 000-000-0000
Email:
xxxxxxxxx@xxxxxxx.xxx;
xxxxxxxxx@xxxxxxx.xxx; xxxxxxxxx@xxxxxxx.xxx
Attorney
for Plaintiff/Counter-Defendant
|
_________________________________
Irving
Xxxxxx Xxxxxxxx/FBN: 806810
IRVING
XXXXXX XXXXXXXX, P.A.
00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx,
XX 00000
(305)
374-4343
(000)
000-0000 (facsimile)
Email:
xxx@xxxxxxxxxxx.xxx;
Attorney
for Defendants/Counter-Plaintiff
|
Conformed Copies to:
Xxxx X.
Xxxxxxxx, Esquire
Xxxxxx
Xxxxxxxx, Esquire
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