Youngevity International, Inc. (Form: 8-K, Received: 12/19/2018 06:13:07)

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): December 13, 2018

YOUNGEVITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-54900		90-0890517
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

2400 Boswell Road, Chula Vista, CA 91914

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (619) 934-3980

N/A

(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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 December 13, 2018, Youngevity International, Inc. (the “Company”) closed the second tranche (the “Second Closing”) of the private offering (the “Offering”) of its common stock, par value $0.001 per share (the “Common Stock”), with investors that acquired securities in its private placement consummated in August, September and October 2018. Pursuant to the terms of the securities purchase agreement (“Purchase Agreement”) that the Company had entered into with each investor, in addition to the 315,264 shares of Common Stock purchased by the investors in August, September and October 2018 Stock at a price of $4.75 per share, the investors agreed to purchase from the Company an additional 315,262 shares of Common Stock at a price of $4.75 per share on or before the date that is three days from the effectiveness of the registration statement filed by the Company with the Securities Exchange Commission relating to the Offering(the “Second Closing Date”). The Purchase Agreement also provided that on the Second Closing Date the Company will issue to the investors an aggregate of 75,000 shares of Common Stock issued as an advisory fee, in addition to the 75,000 shares of Common Stock issued as an advisory fee in August, September and October 2018. On December 10, 2018, the registration statement was declared effective by the Securities and Exchange Commission. At the Second Closing, the Company sold 315,262 shares of Common Stock at an offering price of $4.75 per share and issued 75,000 shares of Common Stock as advisory fee.

Pursuant to each Purchase Agreement, the Company had issued the investors three-year warrants (the “Warrants”) to purchase an aggregate of 630,526 shares of Common Stock at an exercise price of $4.75, of which 315,264 shares were exercisable upon issuance and the remaining 315,262 shares are exercisable at any time after the Second Closing Date. The Warrants contain certain anti-dilution provisions that apply in connection with a sale of Common Stock by the Company at a price of below $4.75 per share, stock split, stock dividend, stock combination, recapitalization of the Company.

Each Purchase Agreement provides that in the event that the average of the 15 lowest closing prices for the Company’s Common Stock during the period beginning on August 31, 2018 (the “Effective Date”) and ending on the date 90 days from the effective date of the Registration Statement (the “Subsequent Pricing Period”) is less than $4.75 per share, then the Company will issue to the investors additional shares of its Common Stock (the “True-up Shares”) within three days from the expiration of the Subsequent Pricing Period, according to the following formula: X= [Purchase Price Paid- (A*B)]/B, where:

X= number of True-up Shares to be issued

A= the number of purchased shares acquired by investor

B= the True-up Price

Notwithstanding the foregoing, in no event may the aggregate number of shares issued by the Company, including shares of common stock issued, shares of common stock underlying the Warrants, the shares of common stock issued as advisory shares and True-up Shares exceed 2.9% of the Company’s issued and outstanding Common Stock as of the Effective Date for each $1,000,000 invested in the Company.

The cash proceeds received by the Company from the Second Closing of the Offering was $1,497,494. No commissions or other offering expenses were paid.

The foregoing description of the terms of the Warrant and Purchase Agreement do not purport to be complete and is subject to, and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as Exhibits 4.1 and 10.1., respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.

In addition, on December 13, 2018, the Company’s wholly owned subsidiary, CLR Roasters, LLC, a Florida limited liability company (“CLR”), entered into a Credit Agreement with Carl Grover (the “Credit Agreement”) pursuant to which it borrowed $5,000,000 from Mr. Grover and in exchange issued to him a $5,000,000 credit note (“Credit Note”) secured by its green coffee inventory under a Security Agreement, dated December 13, 2018 (the “Security Agreement”), with Mr. Grover and CLR’s subsidiary, Siles Family Plantation Group S.A. (“Siles”), as guarantor, and Siles executed a separate Guaranty Agreement (“Guaranty”). In addition, Stephan Wallach and Michelle Wallach, pledged 1,500,000 shares of the Company’s Common Stock held by them to secure the Credit Note under a Security Agreement, dated December 13, 2018 (the “Wallach Security Agreement”) with Mr. Grover. In connection with the Credit Agreement, the Company issued to Mr. Grover a four-year warrant to purchase 250,000 shares of its Common Stock, exercisable at $6.82 per share (“Warrant 1”), and four-year warrant to purchase 250,000 shares of its Common Stock, exercisable at $7.82 per share (“Warrant 2”), pursuant to a Warrant Purchase Agreement, dated December 13, 2018 (the ‘Warrant Purchase Agreement”), with Mr. Grover. The Company also entered into an Advisory Agreement (“Advisory Agreement”) with Ascendant Alternative Strategies, LLC (“Ascendant”) in connection with the Credit Agreement, pursuant to which it agreed to pay to Ascendant a 3% fee on the transaction with Mr. Grover and issued to Ascendant a four-year warrant to purchase 50,000 shares of its Common Stock, exercisable at the closing price of the Common Stock on December 13, 2018 (the “Ascendant Warrant”).

The foregoing description of the terms of Warrant 1, Warrant 2, the Ascendant Warrant, the Credit Agreement, the Security Agreement, Guaranty, the Wallach Security Agreement, the Warrant Purchase Agreement and Advisory Agreement do not purport to be complete and is subject to, and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as Exhibits 4.2, 4.3, 4.4, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The provisions of the Credit Agreement and Security Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.

Item 3.02. Unregistered Sales of Equity Securities.

The information regarding the shares of the Company’s Common Stock, Warrants, Warrant 1, Warrant 2 and the Ascendant Warrant set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The Company issued to the investors the shares of the Common Stock and the Warrants and issued to Mr. Grover and Ascendant, respectively, Warrant 1, Warrant 2 and the Ascendant Warrant, in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration for private placements based in part on the representations made by the investors, including the representations with respect to Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and Investor’s investment intent.

Between December 13, 2018 and December 18, 2018, the Company issued an aggregate of 1,242,394 shares of common stock to 35 holders of the Company’s Series C Convertible Preferred Stock upon conversion of 621,197 shares of Series C Convertible Preferred Stock pursuant to the terms of the Series C Convertible Preferred Stock and a warrant (the “Series C Warrant”) to each holder to purchase an aggregate of 1,242,394 shares of common stock pursuant to the terms of the Securities Purchase Agreement ( the “Series C SPA”) that the holders had entered into with the Company when they acquired the Series C Convertible Preferred Stock. In addition, the Company issued Series C Preferred Warrants to purchase an aggregate of 101, 937 shares of common stock to the placement agents for the Series C Convertible Preferred Stock pursuant to the terms of their placement agent agreement for the offering which provides that the Series C Preferred Warrants are to be issued to the placement agents to purchase such number of shares of common stock as is equal to ten percent of the number of shares of common stock underlying the Series C Preferred Warrants issued to the investors introduced to the Company by them in the offering, if and when the warrants are issued to the investors.. The Company issued to the investors and placement agents the Series C Warrants in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements based in part on the representations made by the investors in the Series C SPA. The Company issued the common stock upon conversion of the Series C Preferred Stock in reliance upon Section 3(a)(9) of the Securities Act as the issuance was made to an existing security holder, there was no additional consideration paid for the common stock and no commission or other remuneration was paid. The foregoing description of the terms of the Series C Convertible Preferred Stock, the Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock, the Series C Warrant and Series C SPA do not purport to be complete and is subject to, and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as Exhibits 3.1, 4.5 and 10.8, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The provisions of the Series C SPA, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description
3.1		Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900).
4.1		Form of Warrant (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 7, 2018 (File No. 000-54900)
4.2		Warrant, dated December 13, 2018, issued to Carl Grover
4.3		Warrant, dated December 13, 2018, issued to Carl Grover
4.4		Warrant, dated December 13, 2018, issued to Ascendant Alternative Strategies, LLC
4.5		Form of Warrant Agreement (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900)
10.1		Form of Securities Purchase Agreement between Youngevity International, Inc. and Investor (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 7, 2018 (File No. 000-54900)
10.2		Credit Agreement, dated December 13, 2018, by and among CLR Roasters, LLC, Siles Family Plantation Group, S.A. and Carl Grover.
10.3		Security Agreement, dated December 13, 2018, by and among CLR Roasters, LLC, Siles Family Plantation Group, S.A. and Carl Grover.
10.4		Guaranty, dated December 13, 2018, executed by Siles Family Plantation Group, S.A.
10.5		Security Agreement, dated December 13, 2018, by and among Stephan Wallach, Michelle Wallach and Carl Grover.
10.6		Warrant Purchase Agreement, dated December 13, 2018, between Youngevity International, Inc. and Carl Grover.
10.7		Advisory Agreement, dated October 22, 2018 between Youngevity International, Inc. and Ascendant Alternative Strategies, LLC (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on October 29, 2018 (File No. 000-54900)
10.8		Form of Securities Purchase Agreement between Youngevity International, Inc. and Investor (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900)

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.

	YOUNGEVITY INTERNATIONAL, INC.

Date: December 18, 2018	By: /s/ David Briskie
	Name: David Briskie
	Title: President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
3.1		Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900).
4.1		Form of Warrant (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 7, 2018 (File No. 000-54900)
4.2		Warrant, dated December 13, 2018, issued to Carl Grover
4.3		Warrant, dated December 13, 2018, issued to Carl Grover
4.4		Warrant, dated December 13, 2018, issued to Ascendant Alternative Strategies, LLC
4.5		Form of Warrant Agreement (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900)
10.1		Form of Securities Purchase Agreement between Youngevity International, Inc. and Investor (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 7, 2018 (File No. 000-54900)
10.2		Credit Agreement, dated December 13, 2018, by and among CLR Roasters, LLC, Siles Family Plantation Group, S.A. and Carl Grover.
10.3		Security Agreement, dated December 13, 2018, by and among CLR Roasters, LLC, Siles Family Plantation Group, S.A. and Carl Grover.
10.4		Guaranty, dated December 13, 2018, executed by Siles Family Plantation Group, S.A.
10.5		Security Agreement, dated December 13, 2018, by and among Stephan Wallach, Michelle Wallach and Carl Grover.
10.6		Warrant Purchase Agreement, dated December 13, 2018, between Youngevity International, Inc. and Carl Grover.
10.7		Advisory Agreement, dated October 22, 2018 between Youngevity International, Inc. and Ascendant Alternative Strategies, LLC (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on October 29, 2018 (File No. 000-54900)
10.8		Form of Securities Purchase Agreement between Youngevity International, Inc. and Investor (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 (File No. 000-54900)

Exhibit 4.2

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.

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, DECEMBER 12, 2022

Issue Date: December 13, 2018

1. Basic Terms . This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Youngevity International, Inc., a Delaware corporation having its principal place of business at 2400 Boswell Road, Chula Vista, California 91914 (the “Corporation”), subject to adjustments as provided herein, to purchase Two Hundred Fifty Thousand (250,000) shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder: Carl Grover

Exercise Price per share: $7.82

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.

2. Corporation’s Representations/Covenants . The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.

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3. Method of Exercise; Fractional Shares .

(a) This Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) four (4) years after the issue date. To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant. The principal office of the Corporation is located at the address specified in Section 1 of this Warrant; provided , however , that the Corporation may change its principal office upon notice to the Holder. Payment shall be made by check payable to the order of the Corporation or by wire transfer. This Warrant is not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share.

(b) In lieu of cash exercising this Warrant, the Holder may elect to receive Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula:

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

For purposes of this Section 3(b), the fair market value of a share of Common Stock shall mean the average of the closing price of the Common Stock (or equivalent shares of capital stock for which this Warrant is exercisable (“ Capital Stock ”) underlying the Common Stock) quoted on NASDAQ or other primary market in which the Common Stock (or equivalent shares of Capital Stock underlying the Common Stock) are traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock (or equivalent shares of Capital Stock underlying the Common Stock) are listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the date of determination of fair market value (or such shorter period of time during which such Common Stock were traded over-the-counter or on such exchange).

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4. Protection Against Dilution . If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

5. Adjustment for Reorganization, Consolidation, Merger . In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided , however , the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

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6. Notice of Adjustment . On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall, within thirty (30) business days, give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

7. Dissolution, Liquidation . In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction; (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

8. Rights of Holder . The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders. This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation. No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until, and except to the extent that, this Warrant is exercised. Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above. Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

9. Exchange for Other Denominations . This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

10. Substitution . Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor.

11. Restrictions on Transfer . 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. If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion. Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.

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12. Transfer . Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed.

13. Recognition of Holder . Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation.

14. Payment of Taxes . The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.

15. Headings . The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.

16. Miscellaneous . This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation. Under no circumstances may this Warrant be assigned by the Holder.

17. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

18. Holder’s Exercise Limitations . The Corporation shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of the shares of Common Stock issuable upon exercise of this Warrant as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Corporation (including without limitation any other Common Stock Equivalents securities convertible into shares of Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 18, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination.

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For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Corporation’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Corporation or (C) a more recent written notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. The number of outstanding shares of Common Stock shall further be determined after giving effect to the conversion or exercise of securities of the Corporation, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Corporation, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation may in no event exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

YOUNGEVITY INTERNATIONAL, INC.

By: /s/ Dave Briskie

Name: Dave Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

The undersigned registered holder further irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the Corporation.

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of Youngevity International, Inc., a Delaware corporation, for the cash payment for those shares.

The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned holder has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.

Date: ______________________________ ____________________________________

Signature

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Exhibit 4.3

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, DECEMBER 12, 2022

Issue Date: December 13, 2018

Holder: Carl Grover

Exercise Price per share: $6.82

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3. Method of Exercise; Fractional Shares .

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

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5. Adjustment for Reorganization, Consolidation, Merger . In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided , however , the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

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7. Dissolution, Liquidation . In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

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17. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

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YOUNGEVITY INTERNATIONAL, INC.

By: /s/ Dave Briskie

Name: David Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

Date: ______________________________ ____________________________________

Signature

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Exhibit 4.4

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, DECEMBER 12, 2022

Issue Date: December 13, 2018

1. Basic Terms . This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Youngevity International, Inc., a Delaware corporation having its principal place of business at 2400 Boswell Road, Chula Vista, California 91914 (the “Corporation”), subject to adjustments as provided herein, to purchase Fifty Thousand (50,000) shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder: Ascendant Alternative Strategies, LLC

Exercise Price per share: $6.36

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3. Method of Exercise; Fractional Shares .

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

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5. Adjustment for Reorganization, Consolidation, Merger . In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided , however , the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

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7. Dissolution, Liquidation . In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

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17. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

YOUNGEVITY INTERNATIONAL, INC.

By: /s/ Dave Briskie

Name: David Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

Date: ______________________________ ____________________________________

Signature

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Exhibit 10.2

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of December 13, 2018, by and between CLR Roasters, LLC, a Florida limited liability company (“Borrower”), Siles Family Plantation Group S.A., a company formed under the laws of Nicaragua (“SFPG”), and Carl Grover (“Lender”).

RECITALS

Borrower has requested the Lender extend credit from time to time and the Lender is willing to extend such credit to Borrower, subject to the terms and conditions hereinafter set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. DEFINITIONS. As used herein, the following words and terms shall have the following meanings:

“Agreement” shall mean this Credit Agreement, dated as of December 13, 2018, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Borrowing Date” shall mean, with respect to any Loan, the date on which such Loan is disbursed to Borrower.

“Business Day” shall mean (a) any day not a Saturday, Sunday or legal holiday, on which banks in New York City are open for business.

“Commitment” shall mean the Credit Commitment.

“Credit Commitment” shall mean the Lender’s obligation to make Credit Loans to Borrower in an aggregate amount of Five Million Dollars ($5,000,000).

“Credit Commitment Period” shall mean the period from and including the date hereof to, not including, the Credit Commitment Termination Date or such earlier date as the Credit Commitment shall terminate as provided herein.

“Credit Commitment Termination Date” shall mean December 12, 2020.

“Credit Loans” shall have the meaning set forth in Section 2.01(a).

“Credit Notes” shall have the meaning set forth in Section 2.02.

“Default” shall mean any condition or event which upon notice, lapse of time or both would constitute an Event of Default.

“Eligible Credit Assets” shall mean the Borrower’s cash, hedging accounts and its green coffee inventory.

“Event of Default” shall have the meaning set forth in Article VII.

“Governmental Authority” shall mean any nation or government, any state, province, city or municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board or similar body, whether federal, state, provincial, territorial, local or foreign.

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“Guarantee” shall mean that certain Guarantee, dated of December 13, 2018, executed by SFPG.

“Loan Documents” shall mean, collectively, this Agreement, the Credit Notes and the Security Agreement, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, as well as any and all ancillary documents and instruments contemplated by the forgoing.

“Market Value” of the (i) cash and hedging accounts shall mean their actual dollar amount, and (ii) the green coffee inventory shall mean fifty percent (50%) of the fair market value of the Borrower’s green coffee inventory as determined in accordance with U.S. generally accepted accounting principles.

“Material Adverse Effect” shall mean an effect which materially and adversely impacts or limits (a) the business, operations, property, prospects or condition (financial or otherwise) of Borrower or (b) the validity or enforceability of (i) this Agreement or any of the other Loan Documents or (ii) the rights or remedies of the Lender hereunder or thereunder.

“Notice of Borrowing” shall mean Borrower’s notice to Lender of a request for a Credit Loan hereunder.

“Obligations” shall mean all obligations, liabilities and indebtedness of Borrower to Lender, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, whether created directly or acquired by assignment or otherwise, arising under or relating to this Agreement, the Credit Notes or any other Loan Document including, without limitation, all obligations, liabilities and indebtedness of Borrower with respect to the principal of and interest on the Credit Loans (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, and interest that but for the filing of a petition in bankruptcy with respect to Borrower, would accrue on such obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy proceeding), and all fees, costs, expenses and indemnity obligations of Borrower hereunder, under any other Loan Document.

“Person” shall mean any natural person, corporation, limited liability company, limited liability partnership, business trust, joint venture, association, company, partnership or Governmental Authority.

“Security Agreement” shall mean that certain Security Agreement, dated of December 13, 2018, by and between the Borrower and Lender, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time.

ARTICLE II

CREDIT LOANS

SECTION 2.01. CREDIT LOANS.

(a) Subject to the terms and conditions, and relying upon the representations and warranties, set forth herein, Lender agrees to make loans (individually a “Credit Loan” and, collectively, the “Credit Loans”) to Borrower from time to time during the Credit Commitment Period in the amount up to its Credit Commitment. Outstanding borrowings under the Credit Loans to the maximum extent of the Credit Commitment shall not at any time exceed the aggregate Market Value of the Eligible Credit Assets.

(b) Borrower shall give Lender irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. (New York, New York time), five Business Days prior to the date of each proposed Credit Loan under this Section 2.01. Such notice shall be irrevocable and shall specify: (i) the amount of the proposed borrowing (which may not be less than $100,000.00) and (ii) the proposed Borrowing Date.

(c) The agreement of the Lender to make Credit Loans pursuant to this Section 2.01 shall automatically terminate on the Credit Commitment Termination Date.

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SECTION 2.02. CREDIT NOTES. The Credit Loans made by the Lender shall each be evidenced by a secured promissory note of Borrower (the “Credit Notes”), substantially in the form attached hereto as Exhibit A , appropriately completed, duly executed and delivered on behalf of Borrower and payable to the order of the Lender in a principal amount which when added to the principal amount of all other Credit Loans under this Agreement previously made by Lender to Borrower shall not exceed its Credit Commitment. The Credit Notes will have a two-year term and bear interest at a rate equal to eight percent (8%) per annum, payable quarterly.

SECTION 2.03 COLLATERAL. As security for all Obligations of Borrower to the Lender, Borrower hereby grants to the Lender a security interest in all of Borrower’s green coffee inventory, which security interest shall be evidenced and subject to the terms of the Security Agreement which shall be entered into simultaneously with the execution of this Agreement and shall be subordinate to certain debt owed to Crestmark Bank and pari passu with certain holders of notes issued by the Borrower’s parent company in 2014.

SECTION 2.04 GUARANTIES. The payment and performance of all Obligations of Borrower to the Lender under the Credit Loans shall be guaranteed by SFPG.

ARTICLE III

PROVISIONS RELATING TO ALL EXTENSIONS OF CREDIT;

FEES AND PAYMENTS

SECTION 3.01. USE OF PROCEEDS. The proceeds of the Credit Loans shall be used by Borrower to purchase green coffee inventory and/or engage in hedging transactions with respect to its green coffee inventory and for general working capital purposes.

SECTION 3.02. PREPAYMENTS. Borrower may at any time and from time to time prepay the then outstanding Credit Loans, in whole or in part, without premium or penalty. Any prepayment of principal of a Loan pursuant to this Section 3.02 shall be accompanied by accrued interest to the date prepaid on the amount prepaid.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement and to extend the credit herein provided for, Borrower represents and warrants to the Lender that:

SECTION 4.01. ORGANIZATION, POWERS. Borrower (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, (b) has the power and authority to own its properties and to carry on its business as now being conducted, (c) is duly qualified to do business in every jurisdiction wherein the conduct of its business or the ownership of its properties are such as to require such qualification except those jurisdictions in which the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) has the power to execute, deliver and perform each of the Loan Documents to which it is a party, including, without limitation the Credit Notes and Security Agreement. SFPG (a) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, (b) has the power and authority to own its properties and to carry on its business as now being conducted, (c) is duly qualified to do business in every jurisdiction wherein the conduct of its business or the ownership of its properties are such as to require such qualification except those jurisdictions in which the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) has the power to execute, deliver and perform each of the Loan Documents to which it is a party, including, without limitation the Guarantee.

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SECTION 4.02. AUTHORIZATION OF BORROWING, ENFORCEABLE OBLIGATIONS. The execution, delivery and performance by Borrower and SFPG of this Agreement and the other Loan Documents to which it is a party, (a) have been duly authorized by all requisite corporate, or other action, (b) will not violate or require any consent (other than consents as have been made or obtained and which are in full force and effect) under (i) any provision of law applicable to Borrower or SFPG, any rule or regulation of any Governmental Authority, or the Certificate of Incorporation or By-laws or Operating Agreement, as applicable, of Borrower or SFPG, or (ii) any order of any court or other Governmental Authority binding on Borrower or SFPG or any indenture, agreement or other instrument to which is a party, or by which Borrower or SFPG or any of their properties are bound, and (c) will not be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, of any nature whatsoever upon any of the property or assets of Borrower or SFPG other than as contemplated by this Agreement or the other Loan Documents. This Agreement and each other Loan Document to which Borrower and SFPG is a party constitutes a legal, valid and binding obligation of Borrower and SFPG, as the case may be, enforceable against Borrower and SFPG, in accordance with its terms.

SECTION 4.03. TITLE TO PROPERTIES. Borrower and SFPG have good title to their properties and assets.

SECTION 4.04. LITIGATION. (a) There are no actions, suits or proceedings (whether or not purportedly on behalf of Borrower or SFPG) pending or, to the knowledge of Borrower or SFPG, threatened against or affecting Borrower or SFPG at law or in equity or before or by any Governmental Authority, which involve any of the transactions contemplated herein or which, if adversely determined against Borrower or SFPG, could reasonably be expected to result in a Material Adverse Effect; and (b) neither Borrower or SFPG is in default with respect to any judgment, writ, injunction, decree, rule or regulation of any Governmental Authority which could reasonably be expected to result in a Material Adverse Effect.

SECTION 4.05. AGREEMENTS. Neither Borrower nor SFPG is a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or regulation which could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor SFPG is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 4.06. USE OF PROCEEDS. The proceeds of each Credit Loan hereunder shall be used for the purposes permitted under Section 3.01.

SECTION 4.07. APPROVALS. No registration with or consent or approval of, or other action by, any Governmental Authority or any other Person is required in connection with the execution, delivery and performance of this Agreement by Borrower or SFPG, or with the execution and delivery of any other Loan Documents to which it is a party.

SECTION 4.08. NO DEFAULT. No Default or Event of Default has occurred and is continuing.

SECTION 4.09. PERMITS AND LICENSES. Borrower and SFPG have all permits, licenses, certifications, authorizations and approvals required for them lawfully to own and operate their businesses except those the failure of which to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 4.10. COMPLIANCE WITH LAW. Borrower and SFPG are in compliance, with all laws, rules, regulations, orders and decrees which are applicable to Borrower and SFPG, as the case may be, or to any of their respective properties

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ARTICLE V

CONDITIONS OF LENDING

SECTION 5.01. CONDITIONS TO CREDIT LOANS. The obligation of Lender to make Credit Loans hereunder is subject to the following conditions precedent:

(a) OFFICER'S CERTIFICATE. On each closing date of a Credit Loan, the Lender shall have received a certificate dated the closing date, executed by an Executive Officer of the Borrower confirming compliance with the following conditions: (i) The representations and warranties by Borrower pursuant to this Agreement and the other Loan Documents to which each is a party shall be true and correct in all material respects on and as of the Borrowing Date, with the same effect as though such representations and warranties had been made on and as of such date unless such representation is as of a specific date, in which case, as of such date; (ii) No Default or Event of Default shall have occurred and be continuing on the Borrowing Date or will result after giving effect to the Loan requested; (iii) After giving effect to any requested Credit Loan, the aggregate Credit Loans shall not exceed the Credit Commitment; and (iv) After giving effect to any requested Credit Loan the outstanding amount under all Credit Loans in the aggregate shall not exceed the then Market Value of the Eligible Credit Assets.

(b) NO LITIGATION. There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or SFPG pending or, to the knowledge of Borrower or SFPG, threatened before any court, governmental agency or arbiter that could reasonably be expected to be adversely determined against Borrower or SFPG and, if so adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) CONSENTS AND APPROVALS. All governmental and third party consents and approvals necessary in connection with the transactions contemplated by this Agreement and the other Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that imposes materially adverse conditions upon the transactions contemplated hereby.

(d) NOTICE OF BORROWING. The Lender shall have received a Notice of Borrowing duly executed by an Executive Officer with respect to the requested Loan.

(e) DOCUMENTATION. The Lender shall have received, each of the following, duly executed, (i) the Security Agreement executed by the Borrower and (ii) the Guarantee executed by SFPG. The Lender shall also receive an inventory collateral report supporting the requested Credit Loan amount.

ARTICLE VI

AFFIRMATIVE COVENANTS

Borrower and SFPG covenant and agree with Lender that so long as the Commitment from such Lender remains in effect, or any of the principal of or interest on the Credit Notes or any other Obligations hereunder to such Lender shall be unpaid they will:

SECTION 6.01. EXISTENCE, PROPERTIES. Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate, or other legal existence, as applicable, rights and comply in all material respects with all laws applicable to it; at all times maintain, preserve and protect all trade names and preserve all of its property, in each case, used or useful in and material to the conduct of its business and keep the same in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted in the ordinary course at all times.

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SECTION 6.02. PAYMENT OF INDEBTEDNESS AND TAXES. (a) Pay all indebtedness and obligations for borrowed money, now existing or hereafter arising, as and when due and payable in accordance with customary trade practices, and (b) pay and discharge or cause to be paid and discharged promptly all taxes, assessments and government charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that neither Borrower nor SFPG shall be required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and it shall have set aside on its books adequate reserves determined in accordance with generally accepted accounting principles with respect to any such tax, assessment, charge, levy or claim so contested; further, provided that, subject to the foregoing proviso, Borrower and SFPG will pay or cause to be paid all such taxes, assessments, charges, levies or claims upon the commencement of proceedings to foreclose any lien which has attached as security therefor.

SECTION 6.03. FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the Lender as soon as available, but in any event not later than one hundred and twenty (120) days after the end of each fiscal year, a copy of Borrower’s unaudited financial statements for such fiscal year.

SECTION 6.04. BOOKS AND RECORDS; ACCESS TO PREMISES. Keep adequate records and proper books of record and account in which complete entries will be made in a manner to enable the preparation of financial statements in accordance with generally accepted accounting principles, and which shall reflect all financial transactions of Borrower and SFPG, as the case may be.

SECTION 6.05. NOTICE OF ADVERSE CHANGE. Promptly notify the Lender in writing of (a) any change in the business or the operations of Borrower or SFPG which could reasonably be expected to have a Material Adverse Effect, including, but not limited to, a decrease of the Market Value of the Eligible Credit Assets below the Credit Commitment, and (b) any information which indicates that any financial statements which are furnished to the Lender pursuant to this Agreement, fail, in any material respect, to present fairly, as of the date thereof and for the period covered thereby, the financial condition and results of operations purported to be presented therein, disclosing the nature thereof.

SECTION 6.06. NOTICE OF DEFAULT. Promptly notify the Lender of any Default or Event of Default which shall have occurred, which notice shall include a written statement as to such occurrence, specifying the nature thereof and the action (if any) which is proposed to be taken with respect thereto.

SECTION 6.07. NOTICE OF LITIGATION. Promptly notify the Lender of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency which, if adversely determined against Borrower or SFPG on the basis of the allegations and information set forth in the complaint or other notice of such action, suit or proceeding, or in the amendments thereof, if any, could reasonably be expected to have a Material Adverse Effect.

SECTION 6.08. NOTICE OF DEFAULT IN OTHER AGREEMENTS. Promptly notify the Lender of any default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which Borrower or SFPG is a party which default could reasonably be expected to have a Material Adverse Effect.

SECTION 6.11. COMPLIANCE WITH APPLICABLE LAWS. Comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, the breach of which could reasonably be expected to have a Material Adverse Effect.

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ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. EVENTS OF DEFAULT. In the case of the happening of any of the following events (each an “Event of Default”):

(a) failure to pay the principal of, or interest on, any Loan, as and when due and payable;

(b) any representation or warranty made or deemed made in this Agreement or any other Loan Document shall prove to be false or misleading in any material respect when made or given or when deemed made or given;

(c) any report, certificate, financial statement or other instrument furnished in connection with this Agreement or any other Loan Document or the borrowings hereunder, shall prove to be false or misleading in any material respect when made or given or when deemed made or given;

(d) Borrower or SFPG shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law; (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition; (iii) apply for or consent to the employment of a receiver, trustee, custodian, sequestrator or similar official for Borrower or SFPG or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in such proceeding; (v) make a general assignment for the benefit of creditors; (vi) take corporate action for the purpose of effecting any of the foregoing; or (vii) become unable or admit in writing its inability or fail generally to pay its debts as they become due; or

(e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Borrower or SFPG or of a substantial part of their respective property, under Title 11 of the United States Code or any other federal or state bankruptcy insolvency or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for Borrower or SFPG or for a substantial part of their property; or (iii) the winding-up or liquidation of Borrower or SFPG and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 60 days.

then, at any time thereafter during the continuance of any such event, the Lender may, in its sole discretion, by written or telephonic notice to Borrower, take either or both of the following actions, at the same or different times, (i) terminate the Commitment and (ii) declare (a) its Credit Notes, both as to principal and interest, and (b) all other Obligations, to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Credit Note to the contrary notwithstanding; provided, however, that if an event specified in Section 7.01(d) or (e) shall have occurred, the Commitment shall automatically terminate and interest, principal and amounts referred to in the preceding clauses (i) and (ii) shall be immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, anything contained herein or in the Credit Notes to the contrary notwithstanding.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. NOTICES. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including telecopy and email), and unless otherwise expressly provided herein, shall be conclusively deemed to have been received by a party hereto and to be effective on the day on which delivered by hand to such party or one Business Day after being sent by overnight mail to the address set forth below, or, in the case of telecopy or email notice, when received, or if sent by registered or certified mail, three (3) Business Days after the day on which mailed in the United States, addressed to such party at such address set forth above:

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SECTION 8.02. EFFECTIVENESS; SURVIVAL. This Agreement shall become effective on the date on which all parties hereto shall have signed a counterpart copy hereof and shall have delivered the same to the Lender. All representations and warranties made herein and in the other Loan Documents and in the certificates delivered pursuant hereto or thereto shall survive the making by the Lender of the Credit Loans as herein contemplated and the execution and delivery to the Lender of the Credit Notes evidencing the Credit Loans and shall continue in full force and effect so long as the Obligations hereunder are outstanding and unpaid and the Commitments are in effect. The obligations of Borrower pursuant to Section 8.03 shall survive termination of this Agreement and payment of the Obligations.

SECTION 8.03. SUCCESSORS AND ASSIGNS; PARTICIPATIONS. This Agreement shall be binding upon and inure to the benefit of Borrower, SFPG, the Lender, all future holders of the Credit Notes and their respective successors and permitted assigns. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

SECTION 8.04. NO WAIVER; CUMULATIVE REMEDIES. Neither any failure nor any delay on the part of the Lender in exercising any right, power or privilege hereunder or under any Credit Note or any other Loan Document shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. The rights, remedies, powers and privileges herein provided or provided in the other Loan Documents are cumulative and not exclusive of any rights, remedies powers and privileges provided by law.

SECTION 8.05. APPLICABLE LAW. THIS AGREEMENT AND THE CREDIT NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, any of this Agreement must be brought against any of the parties in the courts of the State of Delaware, or, if it has or can acquire jurisdiction, in the United States District Court for District of Delaware, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Nothing in this Section 8.05, however, affects the right of any party to serve legal process in any other manner permitted by law.

SECTION 8.06. SEVERABILITY. In case any one or more of the provisions contained in this Agreement, any Credit Note or any other Loan Document should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

SECTION 8.07. HEADINGS. Section headings used herein are for convenience of reference only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

SECTION 8.08. CONSTRUCTION. This Agreement is the result of negotiations between, and has been reviewed by, each of Borrower, the Lender and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of each party hereto, and no ambiguity shall be construed in favor of or against Borrower or the Lender.

SECTION 8.09. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute one and the same instrument. Conveyance of an electronic copy of the signed document will constitute execution and delivery.

SECTION 8.10. INDEPENDENT LEGAL COUNSEL. Ascendant Alternative Strategies, LLC (the “Placement Agent”) has retained its own legal counsel in connection with the transactions contemplated by the Loan Documents (the “Placement Agent’s Counsel”). The Placement Agent’s counsel has not and will not represent the Lender in connection with the Lender’s investment in the Company as contemplated under the terms of this Agreement and the Loan Documents. The Lender acknowledges that (i) no attorney-client relationship exists between the Lender and Placement Agent’s counsel and (ii) the Lender should seek his own advisors (including, without limitation, legal advisors) for advice and due diligence with respect to an investment in the Company, including with respect to a review of the Loan Documents.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, Borrower, SFPG and Lender have caused this Agreement to be duly executed by their duly authorized officers, as of the day and year first above written.

CLR ROASTERS, LLC

By: /s/ Dave Briskie

Name: Dave Briskie

Title: Manager

SILES FAMILY PLANTATION GROUP S.A.

By: /s/ Dave Briskie

Name: Dave Briskie

Title: Managing Director

/s/ Carl Grover

Carl Grover

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EXHIBIT A

CREDIT NOTE

$________

Issue Date: _________

FOR VALUE RECEIVED, CLR ROASTERS, LLC, a Florida limited liability company (the “Company”), with its principal place of business at 2131-2141 NW 72 nd Avenue, Miami, Florida 33122, promises to pay to the order of Carl Grover. (“ Payee”), on or before the date that is two (2) years after the Issue Date (the “Maturity Date”), the principal amount of ___________ Dollars ($_____), together with interest on the principal amount hereof at the rate of eight percent (8%) per annum. This Note is a “Credit Note” referred to in the Credit Agreement dated as of December 13, 2018, by and between the Company, Silas Family Plantation Group (“SFPG”) and Payee (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”) and is issued pursuant to and entitled to the benefits of the Credit Agreement to which reference is hereby made for a more complete statement of the terms and conditions under which the Credit Loans evidenced hereby were made and are to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

1. Pursuant to that certain Security Agreement dated as of December 13, 2018 by and among the Company, SFPG and Payee, this Note and all obligations hereunder, and the other Credit Notes issued or issuable under of the Credit Agreement and all Obligations thereunder, respectively, are secured by a security interest in certain of the assets of the Company noted in the Security Agreement and guaranteed by SFPG pursuant to the terms of the Guarantee.

2. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement and shall bear interest from the due date until such amounts are paid at the rate of ten percent (10%) per annum; provided , however , that in the event such interest rate would violate any applicable usury law, the default rate shall be the highest lawful interest rate permitted under such usury law.

3. Payments on both principal and interest are to be made in lawful money of the United States of America unless Payee agrees to another form of payment. Presentment, demand, protest or notice of any kind are hereby waived by the Company. The Company may not set off against any amounts due to Payee hereunder any claims against Payee or other amounts owed by Payee to the Company.

4. All rights and remedies of Payee under this Note are cumulative and in addition to all other rights and remedies available at law or in equity, and all such rights and remedies may be exercised singly, successively and/or concurrently. Failure to exercise any right or remedy shall not be deemed a waiver of such right or remedy.

5. The Company agrees to pay all reasonable costs of collection, including attorneys' fees which may be incurred in the collection of this Note or any portion thereof and, in case an action is instituted for such purposes, the amount of all attorneys' fees shall be such amount as the court shall adjudge reasonable.

6. This Note is made and delivered in, and shall be governed, construed and enforced under the laws of the State of Delaware.

7. This Note shall be subject to prepayment, at the option of the Company, in whole or in part, at any time and from time to time, without premium or penalty.

8. This Note or any benefits or obligations hereunder may not be assigned or transferred by the Company.

9. Ascendant Alternative Strategies, LLC (the “Placement Agent”) has retained its own legal counsel in connection with the transactions contemplated by the Loan Documents (the “Placement Agent’s counsel”). The Placement Agent’s counsel has not and will not represent the Payee in connection with the Payee’s investment in the Company as contemplated under the terms of this Agreement and the Loan Documents. The Payee acknowledges that (i) no attorney-client relationship exists between the Payee and Placement Agent’s counsel and (ii) the Payee should seek his own advisors (including, without limitation, legal advisors) for advice and due diligence with respect to an investment in the Company, including with respect to a review of the Loan Documents.

CLR ROASTERS, LLC

By: ________________________________

Name:

Title:

A-1

Exhibit 10.3

SECURITY AGREEMENT

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 ”) .

RECITALS

A. The Secured Party and Pledgor entered into the Credit Agreement.

B. On the Funding Date, the Secured Party have purchased a Credit Note (as defined in the Credit Agreement) and may purchase additional Credit Notes (the “ Credit Notes ”) in an amount of up to $5,000,000 from the Company (the “ Loan ”).

C. As collateral to secure payment and performance of the Obligations set forth in the Credit Agreement, and the Credit Note, the Pledgor has entered into this Agreement and Pledgor has granted to the Secured Party a Lien and security interest in and to all of the Collateral (as defined below).

D. Unless otherwise expressly defined in this Agreement, all capitalized terms when used herein, shall have the same meanings defined in the Credit Agreement.

E. The Recitals shall be deemed to be an integral part of this Agreement as though more fully set forth at length in the body of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security Interest . To secure the full and timely performance of all of Pledgor’s Obligations and liabilities to the Secured Party pursuant to Credit Agreement and Credit Note, and the Loan Documents, Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a continuing Lien and security interest (the “ Security Interest ”) in and to its green coffee inventory and the proceeds thereof (the “ Collateral ”).

2. Priority of Security Interest . The Secured Party and Pledgor each acknowledge and agree that:

(a) the Security Interest granted by Pledgor in the Collateral owned by Pledgor pursuant to this Agreement is subject and subordinated to the rights in the Collateral held by Crestmark Bank under its Amended and Restated Loan and Security Agreement, dated November 16, 2017, as amended on December 29, 2017 (the “ First Lien ”) and is pari passu to the rights in the Collateral held by the holders of the 2014 Secured Notes issued by Youngevity International, Inc.; and

(b) upon the occurrence and continuation of either (i) an Event of Default under the Credit Agreement, the Credit Notes or any of the Loan Documents or hereunder, or (ii) an event of default in respect of the First Lien or the 2014 Secured Notes, the Secured Party may exercise any of its rights and remedies with respect to the Collateral owned by Pledgor or the Security Interest granted by Pledgor hereunder, all as provided in this Agreement.

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3. Representations and Covenants .

(a) Other Liens . Pledgor owns all rights, title and interest in the respective Collateral (or has appropriate rights to use in the case of property subject to leases, licenses or similar arrangements in which Pledgor is the licensee or lessee) and, except for the First Lien other Permitted Liens as defined below, Pledgor will not permit its Collateral to be subject to any adverse lien, security interest or encumbrance (other than Permitted Liens), and Pledgor will defend its Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. Except as disclosed to the Secured Party, no financing statements covering any Collateral or any proceeds thereof are on file in any public office. Permitted Liens shall include (i) purchase money liens, and liens incurred in the ordinary course of business, (ii) liens for taxes not yet delinquent or which are being contested in good faith, (iii) any lien on any real or personal property at the time it is acquired and any lien renewing any of the foregoing, (iv) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Pledgor.

(b) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral, subject only to the First Lien and Permitted Liens (as defined) securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral, which may be perfected by filing Uniform Commercial Code (“ UCC ”) financing statements and other filings, if any, as may be required under the laws of the United States (together with the UCC, the “ Required Filings ”) in order to perfect a Security Interest, shall have been duly perfected. Without limiting the generality of the foregoing, except for the Required Filings and subject to the requirements of the laws of Nicaragua, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for: (i) the execution, delivery and performance of this Agreement; (ii) the creation or perfection of the Security Interests in the United States created hereunder in the Collateral; or (iii) the enforcement of the rights of the Secured Party hereunder.

(c) Filing Authorization . Pledgor hereby authorizes the Secured Party, as the agent and attorney-in-fact for Pledgor to file one or more financing statements under the UCC and all other Required Filings, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.

(d) Further Documentation . At any time and from time to time, at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. The undersigned Pledgor hereby authorizes Secured Party to file with the appropriate filing office, now or hereafter from time to time, financing statements, continuation statements and amendments thereto, naming the undersigned as Pledgor and covering all of the Collateral of Pledgor, including but not limited to any specific listing, identification or type of all or any portion of the assets of the undersigned. The Secured Party shall provide Pledgor with a copy of any such filing. The undersigned acknowledges and agrees, by evidence of its signature below, that this authorization is sufficient to satisfy the requirements of Revised Article 9 of the Uniform Commercial Code and the laws of all other jurisdictions in which Required Filings are to be made.

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(e) Indemnification . Pledgor agrees to defend, indemnify and hold harmless Secured Party against any and all liabilities, costs and expenses (including, without limitation, all reasonable legal fees and expenses): (i) with respect to, or resulting from, any delay in paying any and all excise, sales or other taxes which may be payable or are determined to be payable with respect to any of the Collateral; (ii) with respect to, or resulting from, any breach of any law, rule, regulation or order of any governmental authority applicable to any of the Collateral; or (iii) in connection with a breach of any of the transactions contemplated by this Agreement; provided , however , that this indemnification shall not extend to any damages caused by the gross negligence or willful misconduct of the Secured Party.

(f) Change of Jurisdiction of Organization; Relocation of Business or Collateral . Pledgor shall not change its jurisdiction of organization, relocate its chief executive office, principal place of business or its records or allow the relocation of any Collateral (unless such relocation is in the ordinary course of business) without thirty (30) days prior written notice to the Secured Party.

(g) Limitations on Modifications of Accounts, Etc . Upon the occurrence and during the continuation of any Event of Default (as defined in the Credit Agreement or Credit Notes), Pledgor shall not, without the Secured Party’s prior written consent, grant any extension of the time of payment of any of the accounts, chattel paper, instruments or amounts due under any contract or document, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than trade discounts and rebates or payment extensions granted in the ordinary course of Pledgor’s business.

(h) Insurance . Pledgor shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as are customarily maintained by businesses of similar type and size to Pledgor.

(i) Authority . Pledgor has all requisite corporate or other powers and authority to execute this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms. The execution, delivery and performance by Pledgor of this Agreement have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality or domestic; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Pledgor or the articles of incorporation or by-laws of Pledgor; or (iii) result in a breach of or constitute a default under any material indenture, Loan or credit agreement or any other agreement, lease or instrument to which Pledgor is a party or by which it or its properties may be bound or affected.

(j) Defense of Intellectual Property . Pledgor shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its material copyrights, patents, trademarks and trade secrets; (ii) use commercially reasonable efforts to detect infringements of its copyrights, patents, trademarks and trade secrets and promptly advise Secured Party in writing of material infringements detected; and (iii) not allow any copyrights, patents, trademarks or trade secrets material to Pledgor’s businesses to be abandoned, forfeited or dedicated to the public domain without the written consent of Secured Party.

(k) Maintenance of Records . Pledgor will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least thirty (30) days prior to such relocation (i) written notice of such relocation and the new location thereof; and (ii) evidence that appropriate financing statements under the UCC and other Required Filings have been filed and recorded and other steps have been taken to create in favor of the Secured Party, a valid, perfected and continuing perfected first priority lien in the Collateral.

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(l) Inspection Rights . Secured Party will have full access during normal business hours, and upon reasonable prior notice, to all of the books, correspondence and other records of Pledgor relating to the Collateral, and Secured Party or their representatives may examine such records and make photocopies or otherwise take extracts from such records, subject to Pledgor’s reasonable confidentiality requirements. Pledgor agrees to render to Secured Party, at the expense of Pledgor, such clerical and other assistance as may be reasonably requested with regard to the exercise of its rights pursuant to this paragraph.

(m) Compliance with Laws, Etc . Pledgor shall comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to any part of the Collateral or to the operation of Pledgor’s businesses; provided , however , that Pledgor may contest any such law, rule, regulation or order in any reasonable manner which does not, in the reasonable opinion of Pledgor, adversely affect Secured Party’s rights or the priority of its liens on the Collateral.

(n) Payment of Obligations . Pledgor shall pay before delinquency all obligations associated with the Collateral, including license fees, taxes, assessments and governmental charges or levies imposed upon the Collateral or with respect to any of its income or profits derived from the Collateral; as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if (i) the validity or amount of such charge is being contested in good faith by appropriate proceedings; (ii) such proceedings do not involve any material danger of the sale, forfeiture or loss of any of the Collateral or any interest in the Collateral; and (iii) such charge is adequately reserved against on the books of Pledgor in accordance with generally accepted accounting principles. The obligation of the Company to repay the Loan evidenced by the Note, together with all interest accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of the Loan.

(o) Limitations on Liens on Collateral . Except for the First Lien and Permitted Liens, Pledgor shall not create, incur or permit to exist, any liens on the Collateral outside the scope of this Agreement other than purchase money liens, liens incurred in the ordinary course of business, liens for taxes not yet delinquent or which are being contested in good faith , any lien on any real or personal property at the time it is acquired, any lien renewing any of the foregoing, and shall defend the Collateral against, and shall take such other action as is necessary to remove, any lien or claim on or to the Collateral, and shall defend the rights, title and interest of Secured Party in and to any of the Collateral against the claims and demands of all other persons. Any prior security interest and lien granted by Pledgor to Secured Party in connection with the Collateral shall remain in full force and effect, and Secured Party shall continue to have a first-priority, perfected security interest in and lien upon the collateral described therein.

(p) Limitations on Dispositions of Collateral . Pledgor shall not sell, transfer, lease or otherwise dispose of a material portion of the Collateral, or offer or contract to do so without the written consent of Secured Party; provided , however , that Pledgor will be allowed to (i) sell its inventories in the ordinary course of business; (ii) sell and grant non-exclusive licenses to its products, intellectual property and related documentation in the ordinary course of business; and (iii) dispose of obsolete or worn out inventory.

(q) Good Standing . Commencing on a date which shall be not more than thirty (30) days from the date of this Agreement, Pledgor shall be and at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its business.

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(r) Inventory . Except in the ordinary course of business and pursuant to the First Lien, Pledgor may not consign any of its inventory or sell any of its inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Party, which shall not be unreasonably withheld or delayed.

(s) Offices . Pledgor may not relocate its chief executive office to a new location without providing thirty (30) days prior written notification thereof to the Secured Party and so long as, at the time of such written notification, Pledgor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(t) Certificates . At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, Pledgor shall deliver such Collateral to the Agent.

(u) Tangible Chattel . Pledgor shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Party, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, Pledgor shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).

(v) Third Party . To the extent that any Collateral is in the possession of any third party, Pledgor shall join with the Secured Party in notifying such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Secured Party.

(w) Further Identification of Collateral . Pledgor have full rights, title and interest in and to all identified Collateral. Pledgor shall furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail.

4. Secured Party’s Appointment as Attorney-in-Fact .

(a) Powers . Pledgor and Secured Party hereby appoint the officers or agents of Secured Party (each an “ Agent ”) to act on behalf of Secured Party, with full power of substitution, as its attorney-in-fact with full irrevocable power and authority in the place of Pledgor and in the name of Pledgor or in its own name, so long as an Event of Default has occurred and is continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any instrument which may be necessary or desirable to accomplish the purposes of this Agreement. Without limiting the foregoing, so long as an Event of Default has occurred and is continuing, Secured Party, in its discretion, will have the right, without notice to, or the consent of Pledgor, to do any of the following on behalf of Pledgor:

(i) to pay or discharge any obligations in connection with the Collateral, including license fees and taxes or liens levied or placed on or threatened against the Collateral;

(ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all amounts due or to become due thereunder directly to Secured Party or as Secured Party directs;

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(iii) to ask for or demand, collect and receive payment of and receipt for any payments due or to become due at any time in respect of or arising out of any Collateral;

(iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any right in respect of any Collateral;

(v) to defend any suit, action or proceeding brought against any Pledgor with respect to any Collateral;

(vi) to settle, compromise or adjust any suit, action or proceeding described in subsection (v) above and, to give such discharges or releases in connection therewith as Secured Party may deem appropriate;

(vii) to assign any license or patent right included in the Collateral of a Pledgor (along with the goodwill of the business to which any such license or patent right pertains), throughout the world for such term or terms, on such conditions and in such manner as Secured Party in their sole discretion determine;

(viii) to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral and to take, at Secured Party’s option and Pledgor’s expense, any actions which Secured Party deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s liens on the Collateral and to carry out the intent of this Agreement, in each case to the same extent as if Secured Party were the absolute owners of the Collateral for all purposes;

(ix) to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Pledgor to receive the dividends and interests which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral of Pledgor or any of its direct or indirect subsidiaries;

(x) to operate the Business of Pledgor using the Collateral, and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to Pledgor or right of redemption of a Pledgor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Pledgor, which are hereby waived and released;

(xi) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; and

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(xii) to notify Pledgor and any obligors under instruments or accounts to make payments directly to the Agent, on behalf of the Secured Party, and to enforce Pledgor’s rights against such account Pledgor and obligors.

Pledgor hereby ratifies whatever actions Secured Party lawfully does or causes to be done in accordance with this Section 3. This power of attorney will be a power coupled with an interest and will be irrevocable.

(b) No Duty on Secured Party’s Part . The powers conferred on Secured Party by this Section 4 are solely to protect Secured Party’s interest in the Collateral and do not impose any duty upon it to exercise any such powers. Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Secured Party nor any of their officers, directors, employees or agents will, in the absence of willful misconduct or gross negligence, be responsible to Pledgor for any act or failure to act pursuant to this Section 4.

(c) Application of Proceeds . The proceeds of any sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied: (i) first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the Secured Party’ rights hereunder and in connection with collecting, storing and disposing of the Collateral; and (ii) then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to Pledgor any surplus proceeds.

(d) Liability for Deficiency . Upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, Pledgor will be liable for the deficiency, together with interest thereon, at the Default Rate set forth in the Credit Notes or the lesser amount permitted by applicable law (the “ Default Rate ”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

5. Duty To Hold In Trust . Upon the occurrence of any Event of Default and at any time thereafter, Pledgor shall, upon receipt of any revenue, income , dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, in accordance with the provisions of Section 4(c) above and if any amounts are remaining to the Secured Party, pro rata in proportion to their respective then-currently outstanding principal amount of Note for application to the satisfaction of the Obligations.

6. Expenses Incurred by Secured Party . If Pledgor fail to perform or comply with any of its agreements or covenants contained in this Agreement, and Secured Party performs or complies, or otherwise causes performance or compliance, with such agreement or covenant in accordance with the terms of this Agreement, then the reasonable expenses of Secured Party incurred in connection with such performance or compliance will be payable by Pledgor to the Secured Parties on demand and will constitute Obligations secured by this Agreement.

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7. Remedies . If an Event of Default has occurred and is continuing, Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement relating to the Obligations, all rights and remedies of a Secured Party under the New York Uniform Commercial Code, as amended from time to time (the “Code” ). Without limiting the foregoing, in such circumstances, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon Pledgor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), Secured Party may collect, receive, appropriate and realize upon any or all of the Collateral and/or may sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver any or all of the Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Secured Party or elsewhere upon such terms and conditions as Secured Party may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party will have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), Secured Party will apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damage and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice will be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. Pledgor will remain liable for any deficiency of Pledgor if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the reasonable fees and disbursements of any attorneys employed by Secured Party to collect such deficiency.

8. Limitation on Duties Regarding Preservation of Collateral . The sole duty of Secured Party with respect to the custody, safekeeping and preservation of the Collateral, under the appropriate Code section or otherwise, will be to deal with it in the same manner as Secured Party deals with similar property for its own account. Neither Secured Party nor any of its employees, affiliates or agents will be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise.

9. Powers Coupled with an Interest . All authorizations and agencies contained in this Agreement with respect the Collateral are irrevocable and powers coupled with an interest.

10. No Waiver; Cumulative Remedies . Secured Party will not by any act (except by a written instrument pursuant to Section 11(a) hereof) of delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default under the Note or in any breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, on the part of Secured Party, any right, power or privilege hereunder will operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Secured Party of any right or remedy under this Agreement on any one occasion will not be construed as a bar to any right or remedy that Secured Party would otherwise have on any subsequent occasion. The rights and remedies provided in this Agreement are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

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11. Miscellaneous .

(a) Amendments and Waivers . Any term of this Agreement may only be amended by prior written consent of Pledgor and the Secured Party. Any amendment or waiver effected in accordance with this Section 11(a) will be binding upon all of the parties hereto and their respective successors and assigns.

(b) Transfer; Successors and Assigns . This Agreement will be binding upon and inure to the benefit of Pledgor and Secured Party, and their respective successors or assigns. Pledgor may not assign any of its/his rights or delegate any of its/his duties under this Agreement.

(c) Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to the laws that might be applicable under conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, any of this Agreement must be brought against any of the parties in the courts of the State of Delaware, Kent County, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Nothing in this Section 11(c), however, affects the right of any party to serve legal process in any other manner permitted by law.

(d) Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile), each of which will be an original, but all of which together will constitute one instrument.

(e) Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(f) Notices . All notices, requests and demands to or upon the Secured Party or Pledgor hereunder shall be effected in the manner provided for in the Purchase Agreement.

(g) Term . This Agreement shall terminate on the date on which all payments under the Notes have been indefeasibly satisfied in full and all other Obligations have been satisfied in full or discharged (through cash payment or conversion); provided , however , that all indemnities of the Notes contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.

(h) Severability . In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such provision(s) shall be ineffective only to the extent of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement and such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, which shall remain in full force and effect.

(i) Entire Agreement . This Agreement and the other documents evidencing, securing, or relating to the Notes constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersede all prior agreements, representations and undertakings of the parties, whether oral or written, with respect to such subject matter.

(j) Secured Party Representations and Warranties . Secured Party hereby represents and warrants that he (i) has engaged his own independent legal and financial advisors in connection with the Loan contemplated by this Agreement and the Loan Documents, (ii) understands that a substantial part of the Collateral consists of certain assets ( i . e . green coffee inventory and the proceeds thereof) owned by Pledgor and located in Nicaragua (the “Foreign Assets”), (iii) understands that perfecting his security interest over the Foreign Assets and foreclosing against the Foreign Assets will be difficult, will require compliance with local laws and regulations regarding perfection of security interests and foreclosure and will require Secured Party to engage independent legal counsel familiar with the requirements under Nicaraguan law in order to attempt to perfect such security interest and/or foreclose against the Foreign Assets, (iv) is not relying solely or predominantly on his ability to obtain a perfected security interest in the Foreign Assets and/or his ability to foreclose against the Foreign Assets in making his decision to invest in the Company by purchasing the Credit Note, (v) understands that similar to the state-by-state lender licensing regime and requirements for perfection of security interests by filing financing statements in the U.S., a U.S. lender desiring to obtain a security interest over the foreign assets of a borrower may be required by local laws of the foreign jurisdiction to obtain a license or governmental approval or file certain paperwork documents, instruments or other information with the local authorities, and (vi) understands that each foreign jurisdiction has specific licensing and registration and filing requirements, making consultation with counsel in the jurisdiction critical. Neither the Company, the Placement Agent nor any of their representatives or legal counsel makes any representation or warranty regarding the ability of the Secured Party to obtain a perfected security interest in the Foreign Assets or the ability of the Secured Party to foreclose thereon.

[ Signature pages follows ]

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IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be duly executed and delivered as of the date first above written.

SECURED PARTY:

/s/ Carl Grover

Carl Grover

CLR ROASTERS, LLC

By: /s/ Dave Briskie

Name: David Briskie

Title: Manager

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Exhibit 10.4

GUARANTY OF OBLIGATIONS OF CLR ROASTERS, LLC

This GUARANTY, dated as of December 13, 2018 (this “ Guaranty ”), is made by the undersigned (a “ Guarantor ), in favor of Carl Grover, in his capacity as the Lender pursuant to the Credit Agreement (each as defined below).

W I T N E S S E T H :

WHEREAS, CLR Roasters, LLC, a Florida limited liability company with its executive offices located at 2131-2141 NW 72 nd Avenue, Miami, Florida 33122 (the “ Parent ”), Guarantor, a wholly-owned Subsidiary of the Parent with its executive offices located at c/o Beneficio La Pita, Km 117 Carretera, Sebaco/Matagalpa, Nicaragua and Lender are parties to the Credit Agreement, dated as of the date hereof (as amended, restated, extended, replaced or otherwise modified from time to time and together with all amendments, supplements and exhibits thereto, collectively, the “ Credit Agreement ”), pursuant to which, among other actions set forth therein Lender shall be required, subject to the conditions of the Credit Agreement, if requested by Parent, to purchase up to a maximum $5,000,000 aggregate principal amount of Credit Notes (as such may be amended, restated, extended, replaced or otherwise modified from time to time in accordance with the terms thereof, the “ Notes ”);

WHEREAS, the Credit Agreement requires that the Guarantor execute and deliver to the Lender a guaranty guaranteeing all of the obligations of the Parent; and

WHEREAS, Guarantor has determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best interest of, such Guarantor and that the Lender would not have entered into the Credit Agreement and the other Loan Documents and/or taken the actions required of it under such documents if the Guarantor had not executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Lender to perform under the Credit Agreement, Guarantor hereby agrees with the Lender as follows:

SECTION 1. Definitions . Reference is hereby made to the Credit Agreement for a statement of the terms thereof. All terms used in this Guaranty and the recitals hereto which are defined in the Credit Agreement, and which are not otherwise defined herein shall have the same meanings herein as set forth therein. In addition, the following terms when used in the Guaranty shall have the meanings set forth below:

“ Bankruptcy Code ” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy, insolvency or similar laws).

“ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“ Lender ” shall have the meaning set forth in the recitals hereto.

“Collateral” means all certain assets of the Borrower subject to a security interest pursuant to the Security Agreement.

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“ Credit Agreement ” shall have the meaning set forth in the recitals hereto.

“Credit Note(s) ” shall have the meaning set forth in the recitals hereto.

“ Governmental Authority ” means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guaranteed Obligations ” shall have the meaning set forth in Section 2 of this Guaranty.

“ Guarantor ” shall have the meaning set forth in the first paragraph of this Guaranty.

“ Indemnified Party ” shall have the meaning set forth in Section 13(a) of this Guaranty

“ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ Obligations ” shall have the meaning set forth in Section 3 of the Security Agreement.

“ Other Taxes ” shall have the meaning set forth in Section 12(a)(iv) of this Guaranty.

“ Paid in Full” or “Payment in Full ” means the indefeasible payment in full, whether by payment of cash or securities.

“ Parent ” shall have the meaning set forth in the recitals hereto.

“ Person ” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

“ Security Agreement ” shall have the meaning set forth in the Credit Agreement.

“ Taxes ” shall have the meaning set forth in Section 12(a) of this Guaranty.

“ Transaction Party ” means the Parent, and Guarantor, collectively, “ Transaction Parties ”.

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SECTION 2. Guaranty .

(a) The Guarantor, hereby unconditionally and irrevocably, guarantees to the Lender, the punctual payment, as and when due and payable, by stated maturity, acceleration or otherwise, of all Obligations including, without limitation, all interest, and other amounts that accrue after the commencement of any Insolvency Proceeding of Borrower or Guarantor, whether or not the payment of such principal, interest, make-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Credit Notes and the other Loan Documents and (all of the foregoing collectively being the “ Guaranteed Obligations ”), and agrees to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, Guarantors’ liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrower to the Lender under the Credit Agreement, the Credit Notes and any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party.

(b) Guarantor, and by its acceptance of this Guaranty, the Lender, hereby confirm that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of Guarantor hereunder. To effectuate the foregoing intention, the Lender and the Guarantor hereby irrevocably agree that the Guaranteed Obligations of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments .

(a) The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Note and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Transaction Party or whether any other Transaction Party is joined in any such action or actions. The liability of Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

(i) any lack of validity or enforceability of any Credit Note and/or any other Loan Document;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or extension of the maturity of any Guaranteed Obligations or otherwise;

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(iii) any taking, exchange, release or non-perfection of any Collateral;

(iv) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(v) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party;

(vi) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any other Transaction Party under the Transaction Documents or any other assets of any other Transaction Party;

(vii) any failure of the Lender to disclose to any Transaction Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction Party now or hereafter known to the Lender (Guarantor waiving any duty on the part of the Lender to disclose such information);

(viii) taking any action in furtherance of the release of Guarantor or any other Person that is liable for the Obligations from all or any part of any liability arising under or in connection with any Loan Document without the prior written consent of the Lender; or

(ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, any other Transaction Party or any other guarantor or surety.

(b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Lender, and/or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made.

(c) This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations and shall not terminate for any reason prior to the Maturity Date of all outstanding Credit Notes (other than Payment in Full of the Guaranteed Obligations), and (ii) be binding upon Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Lender and his permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Lender may pledge, assign or otherwise transfer all or any portion of its rights, remedies and obligations under and subject to the terms of any Loan Document to any other Person and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise, in each case as provided in the Credit Agreement or such other Loan Document.

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SECTION 4. Waivers . To the extent permitted by applicable law, Guarantor hereby waives promptness, diligence, protest, notice of acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Lender exhaust any right or take any action against any Transaction Party or any other Person or any Collateral. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. The Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Without limiting the foregoing, to the extent permitted by applicable law, Guarantor hereby unconditionally and irrevocably waives (a) any defense arising by reason of any claim or defense based upon an election of remedies by the Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Guarantor or other rights of Guarantor to proceed against any of the other Transaction Parties, any other guarantor or any other Person or any Collateral, and (b) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of Guarantor hereunder. Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Lender to disclose to Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction Party now or hereafter known by the Lender.

SECTION 5. Subrogation . Guarantor may not exercise any rights that it may now or hereafter acquire against any Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Lender against any Transaction Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until there has been Payment in Full of the Guaranteed Obligations. If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time prior to Payment in Full of the Guaranteed Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or un-matured, in accordance with the terms of the Loan Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (a) Guarantor shall make payment to the Lender of all or any part of the Guaranteed Obligations, and (b) there has been Payment in Full of the Guaranteed Obligations, the Lender will, at such Guarantors’ request and expense, execute and deliver to such Guarantor appropriate documents to evidence payment in Full of the Guaranteed Obligations without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

SECTION 6. Representations, Warranties and Covenants .

(a) Guarantor hereby represents and warrants as of the date first written above as follows:

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(i) Guarantor (A) is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature page hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Loan Document to which Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.

(ii) The execution, delivery and performance by Guarantor of this Guaranty and each other Transaction Document to which Guarantor is a party (A) has been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) does not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (C) does not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties.

(iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by Guarantor of this Guaranty or any of the other Loan Documents to which such Guarantor is a party (other than expressly provided for in any of the Loan Documents).

(iv) This Guaranty has been duly executed and delivered by Guarantor and is, and each of the other Loan Documents to which Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law).

(v) There is no pending or, to the knowledge of Guarantor, threatened action, suit or proceeding against Guarantor or to which any of the properties of Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Loan Documents to which Guarantor is a party or any transaction contemplated hereby or thereby.

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(vi) Guarantor (A) has read and understands the terms and conditions of the Credit Agreement and the other Loan Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Parent, and has no need of, or right to obtain from the Lender, any credit or other information concerning the affairs, financial condition or business of the Parent.

(vii) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b) Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants which are set forth in the Credit Agreement as if Guarantor were a party thereto.

SECTION 7. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, the Lender may, and is hereby authorized to, at any time and from time to time, without notice to the Guarantor (any such notice being expressly waived by Guarantor) and to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender to or for the credit or the account of Guarantor against any and all obligations of the Guarantor now or hereafter existing under this Guaranty or any other Loan Document, irrespective of whether or not the Lender shall have made any demand under this Guaranty or any other Loan Document and although such obligations may be contingent or unmatured. The Lender agrees to notify the Guarantor promptly after any such set-off and application made by the Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have under this Guaranty or any other Loan Document in law or otherwise.

SECTION 8. Limitation on Guaranteed Obligations.

(a) Notwithstanding any provision herein contained to the contrary, Guarantors’ liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of:

(i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable interest rate as specified in the Credit Notes; and

(ii) the amount which could be claimed by the Lender from Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantors’ right of contribution and indemnification.

(b) Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Lender hereunder or under applicable law.

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(c) No payment made by Borrower, Guarantor, any other guarantor or any other Person or received or collected by the Lender from Borrower, Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by Guarantor in respect of the Guaranteed Obligations or any payment received or collected from Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

SECTION 9. Notices, Etc . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated or, in the case of email with a read receipt generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. All notices and other communications provided for hereunder shall be sent, if to Guarantor, to the Parent’s address and/or facsimile number, or if to the Lender, to it at its respective address and/or facsimile number, each as set forth in the Credit Agreement.

SECTION 10. Governing Law; Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Guaranty shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Guarantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Kent County, Delaware, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Loan Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim, obligation or defense that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the Credit Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Lender from bringing suit or taking other legal action against Guarantor in any other jurisdiction to collect on Guarantors’ obligations or to enforce a judgment or other court ruling in favor of the Lender.

SECTION 11. WAIVER OF JURY TRIAL, ETC . GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

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SECTION 12. Taxes .

(a) All payments made by Guarantor hereunder or under any other Loan Document shall be made in accordance with the terms of the respective Loan Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing, all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Lender by the jurisdiction in which the Lender is organized or where it has its principal lending office (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “ Taxes ”). If Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any other Loan Document:

(i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to the Lender pursuant to this sentence) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made,

(ii) Guarantor shall make such deduction or withholding,

(iii) Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and

(iv) as promptly as possible thereafter, Guarantor shall send the Lender an official receipt (or, if an official receipt is not available, such other documentation as shall be satisfactory to the Lender, as the case may be) showing payment. In addition, Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Guaranty or any other Transaction Document (collectively, “ Other Taxes ”).

SECTION 13. Miscellaneous .

(a) Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds to the Lender, at such address specified by the Lender from time to time by notice to the Guarantor.

(b) No amendment or waiver of any provision of this Guaranty and no consent to any departure by Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by Guarantor, the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c) No failure on the part of the Lender to exercise, and no delay in exercising, any right or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder or under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Lender provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights and remedies of the Lender under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Lender to exercise any of their respective rights or remedies under any other Loan Document against such party or against any other Person.

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(d) If any provision of this Guaranty or any Loan Document is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Guaranty so long as this Guaranty as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e) This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations (other than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of the Credit Notes (other than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective successors and assigns. This Guaranty shall inure, together with all rights and remedies of the Lender hereunder and his permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of the Credit Agreement or any other Loan Document to any other Person in accordance with the terms thereof, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lender (as applicable) herein or otherwise, in each case as provided in the Credit Agreement or such Loan Document. None of the rights or obligations of Guarantor hereunder may be assigned or otherwise transferred without the prior written consent of the Lender.

(f) This Guaranty and the other Transaction Documents reflect the entire understanding of the transaction contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, entered into before the date hereof.

(g) The headings of this Guaranty are for convenience of reference and shall not form part of, or affect the interpretation of, this Guaranty. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

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SECTION 14. Currency Indemnity .

If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 14 referred to as the “ Judgment Currency ”) an amount due under this Guaranty in any currency (the “ Obligation Currency ”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 14 being hereinafter in this Section 14 referred to as the “ Judgment Conversion Date ”).

If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantor under this Section 14 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by its duly authorized officer, as of the date first above written.

GUARANTOR

SILES FAMILY PLANTATION GROUP S.A.

By: /s/ Dave Briskie

Name: Dave Briskie

Title: Manager

ACCEPTED BY:

/s/ Carl Grover

Carl Grover

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Exhibit 10.5

SECURITY AGREEMENT

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”).

RECITALS

A. The Secured Party and Borrower entered into the Credit Agreement.

B. On the Funding Date, the Secured Party has purchased a Credit Note (as defined in the Credit Agreement) and may purchase additional Credit Notes (the “Credit Notes”) in an amount of up to $5,000,000 from the Company (the “Loan”).

C. As collateral to secure payment and performance of the Obligations set forth in the Credit Agreement, and the Credit Note, the Pledgors have entered into this Agreement and granted to the Secured Party a Lien and security interest in and to all of the Collateral (as defined below).

D. Unless otherwise expressly defined in this Agreement, all capitalized terms when used herein, shall have the same meanings defined in the Credit Agreement.

E. The Recitals shall be deemed to be an integral part of this Agreement as though more fully set forth at length in the body of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security Interest . To secure the full and timely performance of all of Borrower’s Obligations and liabilities to the Secured Party pursuant to Credit Agreement and Credit Note, Pledgors hereby unconditionally and irrevocably pledge, grant and hypothecate to the Secured Party a continuing Lien and security interest (the “Security Interest”) in and to 1,500,000 shares of common stock, par value $.001 per share, of Youngevity International, Inc. held by them (the “Collateral”). The Secured Party and Pledgors each acknowledge and agree that upon the occurrence and continuation of an Event of Default under the Credit Agreement, the Credit Notes or any of the Loan Documents or hereunder, the Secured Party may exercise any of its rights and remedies with respect to the Collateral owned by Pledgors or the Security Interest granted by Pledgor hereunder, all as provided in this Agreement.

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2. Representations and Covenants .

(a) Other Liens . Pledgors own all rights, title and interest in the Collateral and will not permit its Collateral to be subject to any adverse lien, security interest or encumbrance. Pledgors will defend its Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. Pledgors acknowledge and agree that a stop order has been placed by Pacific Stock Transfer Company against 1,500,000 shares of Youngevity International, Inc. common stock representing the Collateral, with instructions not to lift the stop order until the Loan has been repaid.

(b) Valid Security Interest . The Pledgors hereby, jointly and severally, represent and warrant that: (i) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations, (ii) no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for: (A) the execution, delivery and performance of this Agreement; (B) the creation or perfection of the Security Interests in the United States created hereunder in the Collateral; or (C) the enforcement of the rights of the Secured Party hereunder.

(c) Indemnification . Pledgors agree to defend, indemnify and hold harmless Secured Party against any and all liabilities, costs and expenses (including, without limitation, all reasonable legal fees and expenses): (i) with respect to, or resulting from, any delay in paying any and all excise, sales or other taxes which may be payable or are determined to be payable with respect to any of the Collateral; (ii) with respect to, or resulting from, any breach of any law, rule, regulation or order of any governmental authority applicable to any of the Collateral; or (iii) in connection with a breach of any of the transactions contemplated by this Agreement; provided , however , that this indemnification shall not extend to any damages caused by the gross negligence or willful misconduct of the Secured Party.

(d) Authority . Pledgors have all requisite power and authority to execute this Agreement and to perform all of their obligations hereunder, and this Agreement has been duly executed and delivered by Pledgors and constitutes the legal, valid and binding obligation of Pledgors, enforceable in accordance with its terms. The execution, delivery and performance by Pledgors of this Agreement have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality or domestic; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Pledgors; or (iii) result in a breach of or constitute a default under any material indenture, Loan or credit agreement or any other agreement, lease or instrument to which Pledgors are a party.

3. Secured Party’s Appointment as Attorney-in-Fact .

(a) Powers . Pledgors and Secured Party hereby appoint the officers or agents of Secured Party (each an “Agent”) to act on behalf of Secured Party, with full power of substitution, as its attorney-in-fact with full irrevocable power and authority in the place of Pledgors and in the name of Pledgors or in its own name, so long as an Event of Default has occurred and is continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any instrument which may be necessary or desirable to accomplish the purposes of this Agreement. Without limiting the foregoing, so long as an Event of Default has occurred and is continuing, Secured Party, in its discretion, will have the right, without notice to, or the consent of Pledgors, to do any of the following on behalf of Pledgors:

(i) to pay or discharge any obligations in connection with the Collateral, including license fees and taxes or liens levied or placed on or threatened against the Collateral;

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(iii) to ask for or demand, collect and receive payment of and receipt for any payments due or to become due at any time in respect of or arising out of any Collateral;

(iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any right in respect of any Collateral;

(v) to defend any suit, action or proceeding brought against any Pledgors with respect to any Collateral;

(viii) to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral and to take, at Secured Party’s option and Pledgors’ expense, any actions which Secured Party deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s liens on the Collateral and to carry out the intent of this Agreement, in each case to the same extent as if Secured Party were the absolute owners of the Collateral for all purposes;

(ix) to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Pledgors to receive the dividends and interests which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral of Pledgors or any of its direct or indirect subsidiaries;

(x) to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to Pledgors or right of redemption of a Pledgor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Pledgor, which are hereby waived and released; and

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(xi) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral.

Pledgors hereby ratify whatever actions Secured Party lawfully does or causes to be done in accordance with this Section 3. This power of attorney will be a power coupled with an interest and will be irrevocable.

(d) No Liability for Deficiency . Upon the sale, license or other disposition of the Collateral, if the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, Pledgors will not be liable for the deficiency. To the extent permitted by applicable law, Pledgors waive all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

4. Duty To Hold In Trust . Upon the occurrence of any Event of Default and at any time thereafter, Pledgors shall, upon receipt of any revenue, income , dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, in accordance with the provisions of Section 3(c) above and if any amounts are remaining to the Secured Party, pro rata in proportion to their respective then-currently outstanding principal amount of Note for application to the satisfaction of the Obligations.

5. Expenses Incurred by Secured Party . If Pledgors fail to perform or comply with any of their agreements or covenants contained in this Agreement, and Secured Party performs or complies, or otherwise causes performance or compliance, with such agreement or covenant in accordance with the terms of this Agreement, then the reasonable expenses of Secured Party incurred in connection with such performance or compliance will be payable by Pledgor to the Secured Parties on demand and will constitute Obligations secured by this Agreement.

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6. Remedies . If an Event of Default has occurred and is continuing, Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement relating to the Obligations, all rights and remedies of a Secured Party under the Delaware Uniform Commercial Code, as amended from time to time (the “Code”). Without limiting the foregoing, in such circumstances, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon Pledgors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), Secured Party may collect, receive, appropriate and realize upon any or all of the Collateral and/or may sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver any or all of the Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Secured Party or elsewhere upon such terms and conditions as Secured Party may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party will have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right or equity of redemption in Pledgors, which right or equity is hereby waived or released. Subject to the provisions of Section 4(c), Secured Party will apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Pledgors. To the extent permitted by applicable law, Pledgors waive all claims, damage and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice will be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

7. Limitation on Duties Regarding Preservation of Collateral . The sole duty of Secured Party with respect to the custody, safekeeping and preservation of the Collateral, under the appropriate Code section or otherwise, will be to deal with it in the same manner as Secured Party deals with similar property for its own account. Neither Secured Party nor any of its employees, affiliates or agents will be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgors or otherwise.

8. Powers Coupled with an Interest . All authorizations and agencies contained in this Agreement with respect the Collateral are irrevocable and powers coupled with an interest.

9. No Waiver; Cumulative Remedies . Secured Party will not by any act (except by a written instrument pursuant to Section 11(a) hereof) of delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default under the Note or in any breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, on the part of Secured Party, any right, power or privilege hereunder will operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Secured Party of any right or remedy under this Agreement on any one occasion will not be construed as a bar to any right or remedy that Secured Party would otherwise have on any subsequent occasion. The rights and remedies provided in this Agreement are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

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10. Miscellaneous .

(a) Amendments and Waivers . Any term of this Agreement may only be amended by prior written consent of Pledgors and the Secured Party. Any amendment or waiver effected in accordance with this Section 10(a) will be binding upon all of the parties hereto and their respective successors and assigns.

(b) Transfer; Successors and Assigns . This Agreement will be binding upon and inure to the benefit of Pledgors and Secured Party, and their respective successors or assigns. Pledgors may not assign any of their rights or delegate any of their duties under this Agreement.

(d) Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile), each of which will be an original, but all of which together will constitute one instrument.

(e) Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(f) Notices . All notices, requests and demands to or upon the Secured Party or Pledgors hereunder shall be effected in the manner provided for in the Credit Agreement.

(i) Entire Agreement . This Agreement and the other documents evidencing, securing, or relating to the Credit Agreement constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersede all prior agreements, representations and undertakings of the parties, whether oral or written, with respect to such subject matter.

(j) Independent Legal Counsel . Ascendant Alternative Strategies, LLC (the “ Placement Agent ”) has retained its own legal counsel in connection with the transactions contemplated by this Agreement and the other Loan Documents (the “Placement Agent’s Counsel”). The Placement Agent’s counsel has not and will not represent the Lender in connection with the Lender’s investment in the Company as contemplated under the terms of this Agreement and the Loan Documents. The Lender acknowledges that (i) no attorney-client relationship exists between the Lender and Placement Agent’s counsel, and (ii) the Lender should seek his own advisors (including, without limitation, legal advisors) for advice and due diligence with respect to an investment in the Company, including with respect to a review of this Agreement and the Loan Documents and perfection of any security interest granted in favor of Lender under the terms of this Agreement and the Loan Documents.

[ Signature page follows ]

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IN WITNESS WHEREOF, Pledgors and Secured Party have caused this Agreement to be duly executed and delivered as of the date first above written.

SECURED PARTY:

/s/ Carl Grover

Carl Grover

PLEDGORS:

/s Stephan Wallach

Stephan Wallach

/s/ Michelle Wallach

Michelle Wallach

Pacific Stock Transfer Company hereby acknowledges that a stop order has been placed in its books against 1,500,000 shares of Youngevity common stock representing the Collateral subject to this Security Agreement and agrees not to lift the stop order until it receives evidence, in form and substance satisfactory to it, that the Loan has been repaid.

PACIFIC STOCK TRANSFER COMPANY

By: /s/ Joslyn G. Claiborne

Name: Joslyn G. Claiborne

Title: Director, Global Operations

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Exhibit 10.6

WARRANT PURCHASE AGREEMENT

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”).

W I T N E S S E T H :

WHEREAS , Grover has agreed to enter into a Credit Agreement with CLR Roasters, LLC and the Silas Family Plantation Group S.A. (the “Credit Agreement”) to provide up to $5 million in secured credit loans thereunder;

WHEREAS , in order to induce Grover to enter into the Credit Agreement the Company desires to issue to Grover a warrant to purchase 100,000 shares of its common stock, par value $.001 per share, in the form attached hereto as Exhibit A (the “Warrant”) and a second warrant to purchase 100,000 shares of its common stock, par value $.001 per share, in the form attached hereto as Exhibit B (the “Second Warrant”; and together with the Warrants, the “Warrants”);

WHEREAS , the Company and Grover are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia , by Regulation 506 under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and/or Section 4(a)(2) of the 1933 Act.

NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AGREEMENT TO PURCHASE; PURCHASE PRICE.

In consideration of Grover’s entry into the Credit Agreement, the Company hereby agrees to issue the Warrants to Grover.

2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.

Grover represents and warrants to, and covenants and agrees with, the Company as follows:

a. Grover is acquiring the Warrant and any underlying common stock issued in connection therewith for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof;

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b. Grover is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(5), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Note;

c. All subsequent offers and sales of the Warrants or the common stock underlying the Warrants by Grover shall be made pursuant to registration under the 1933 Act or pursuant to an exemption from registration;

d. Grover understands that the Warrants are being offered and sold to him in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Grover’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of Grover set forth herein in order to determine the availability of such exemptions and the eligibility of Grover to acquire the Warrants;

e. Grover and his advisors, if any, have read the Company’s filings with the Securities and Exchange Commission and have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Warrants which have been requested by Grover. Grover and his advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries;

f. Grover understands that an investment in the Warrants and the common stock underlying the Warrants involves a high degree of risk;

g. Grover understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Warrants; and

h. This Agreement has been duly and validly authorized, executed and delivered on behalf of Grover and is a valid and binding agreement of Grover enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally

3. COMPANY REPRESENTATIONS, ETC.

The Company represents and warrants to Grover that:

a. Reporting Company Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Common Stock is listed and traded on the Nasdaq Stock Market.

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b. Authorized Shares. The Company has authorized and reserved for issuance, free from preemptive rights, shares of its common stock equal to the number of shares issuable upon and exercise of the Warrants (the “Warrant Shares”). The Warrant Shares have been duly authorized, and when issued, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder.

c. Securities Purchase Agreement. The Warrants, this Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, the Warrants and this Agreement have been duly executed and delivered by the Company and, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company enforceable in accordance with their terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

d. Non-contravention. The execution and delivery of this Agreement by the Company, the issuance of the Warrants, and the consummation by the Company of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have a material adverse effect on the transactions contemplated herein. The Company is not in violation of any material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such properties, are subject.

e. Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market is required to be obtained by the Company for the issuance and sale of the Warrants to Grover as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

f. SEC Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d). The Company has not provided to Grover any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.

4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a. Restrictive Legend. Grover acknowledges and agrees that the Warrants and the Warrant Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof):

[THIS WARRANT][THESE SHARES] [HAS][HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.]

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b. Transfer Restrictions. Grover acknowledges that (1) neither the Warrants nor the Warrant Shares have been registered under the provisions of the 1933 Act and may not be transferred unless (A) subsequently registered thereunder, or (B) Grover shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of any such securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of the securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.

c. Filings . The Company undertakes and agrees to make all necessary filings in connection with the issuance of the Warrants to Grover under any United States laws and regulations, or by any domestic securities exchange or trading market, and to provide a copy thereof to Grover promptly after such filing.

5. GOVERNING LAW: MISCELLANEOUS. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute one and the same instrument. Conveyance of an electronic copy of the signed document will constitute execution and delivery.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties have executed this Agreement intending to be bound.

YOUNGEVITY INTERNATIONAL, INC.

By: __ /s/ Dave Briskie __________________

Name: David Briskie

Title: President and Chief Financial Officer

/s/ Carl Grover ______________________

Carl Grover

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