RELÌV INTERNATIONAL, INC. 2,300,000 Shares* Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • February 23rd, 2006 • Reliv International Inc • Pharmaceutical preparations • Massachusetts
Relìv International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 2,300,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 2,000,000 shares and, at the election of the Underwriters, up to 300,000 additional shares of Common Stock (as and to the extent indicated in Schedule II hereto). The aggregate of 2,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 300,000 additional shares to be sold by certain of the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional
