Exhibit 10.1
JOINT VENTURE AGREEMENT
THIS
AGREEMENT (the "Agreement") is made as of this day of April, 2020,
by and among CLR Roasters, LLC, a Florida limited liability company
("CLR"), Khrysos Industries, Inc., a Delaware corporation ("KII",
and together with CLR the "US Partners'), H&H Coffee Group
Export Corp. a Florida corporation ("H&H"), and The Nica Hemp
Cooperative, Inc, an entity created under the laws of Nicaragua
(the "Nicaragua Partners").
RECITALS
The
parties hereto (sometimes hereinafter referred to collectively as
the "Partners" and individually as the "Partner") desire to form a
joint venture under the laws of the State of Florida (the "Joint
Venture") for the purpose of growing hemp in Nicaragua and
extracting oil from hemp in Nicaragua.
Accordingly,
the Partners hereby form and agree to conduct certain activities as
a joint venture for the purposes hereinafter set forth and upon the
following terms and conditions:
ARTICLE 1.
GENERAL PROVISIONS
Section
1.1 Purposes and Scope of Joint Venture.
l.
I . I Except as otherwise expressly provided for herein, the rights
and obligations of the Partners and the administration and
termination of the Joint Venture shall be governed by the laws of
the State of Florida.
l.
1.2 The Joint Venture business and affairs shall be limited to
growing hemp in Nicaragua and extracting oil from hemp in
Nicaragua.
Section
1.2 Name of Joint Venture. The business and affairs of the Joint
Venture shall be conducted solely and at all times under the name
of "Nicaraguan Hemp Grow and Extraction Group"
Section
1.3 Scope of Partner's Authority. Except as otherwise expressly and
specifically provided in this Agreement, no Partner shall have any
authority to act for, or to assume any obligations or
responsibility on behalf of, any other Partner or the Joint
Venture.
Section
1.4 Principal
Place of Business. The principal office and place of business of
the Joint Venture shall be maintained at 2131-2141 NW
72nd
Avenue, Miami, FL 33122 or stich other
place or places as shall from time to time be designated by the
Partners.
Section
1.5 Term. The Joint Venture shall commence upon the date of this
Agreement and shall continue until terminated as provided
herein.
ARTICLE 2.
CONTRIBUTIONS, PARTICIPATION AND DISTRIBUTIONS
Section
2.1 Allocation and Distribution of Profits and Losses. The Net
Profits (as defined below) and Net Losses (as defined below) for
each fiscal period during the term of this Agreement shall be
allocated among the parties as follows: twenty five percent (25%)
to H&H and seventy five percent (75%) to the US Partners, and
shall be distributed to parties as soon as practicable following
the close of the fiscal period) based on such allocations less any
amounts which the Managing Partners reasonably determine to be
necessary to be reserved to meet the needs of the Joint Venture's
business.
For
the purposes hereof: "Net Profits" shall mean the after tax income
of the Joint Venture, if any, determined in accordance with
generally accepted accounting principles, consistently applied; and
"Net Losses" shall mean the after-tax losses of the Joint Venture,
if any, determined in accordance with generally accepted accounting
principles, consistently applied.
Section
2.2 Capital Contributions.
2.2.1 The Nicaragua Partners shall contribute all
the necessary capital for the build-out of the infrastructure of
the Joint Venture's hemp processing facility to be built on
Chaguitillo Farms Km 117 highway Sebaco-Matagalpa Nicaragua (the
"Facility"), which will include the cost of the installation of all
utilities to the Facility, the excavation and preparation of 2,200
acres for hemp grow, arranging for a 15,000 amp electrical service
with specifications to run the extraction equipment, constructing
of three 15,000 square foot buildings for a total square footage
under roof of 45,000 square feet to be used for office, processing,
storage and drying, green house space and construction, and all
other required items pursuant to such future building plans, as
shall be mutually agreed upon by the parties. The US Partners shall
provide the necessary extraction equipment to convert hemp to crude
oil and the feminized hemp seeds for the pilot grow program as well
as necessary working capital as required. H&H shall provide
land for the Facility, consisting of approximately 2,200 acres in
described above and hereby attached and described on
"Exhibit
A" (provided that, such land and the
fixed assets thereon, including any extraction equipment provided
by the US Partners, and any future proceeds received from the sale
of such land and fixed assets (herein, collectively' the "Real
Estate Assets"), shall be owned by the US Partners and H&H
separately, on a 50/50 basis, and not be deemed Joint Venture
property or assets of the Joint Venture).
2.2.2
As soon as practicable following the execution of this agreement,
and subject to the approval of The Nasdaq. Stock Market, CLR's
parent corporation, Youngevity International, Inc., shall issue
1,500,000 shares of its restricted common stock, par value per
share, to the Nica Hemp Cooperative. ("YGYI Common Stock"). The
Parent Company will use its best efforts to register the resale of
the shares of YGYI Common Stock by The Nicaraguan Partners under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and make any necessary applications with Nasdaq to list the shares
Upon completion of the work and construction of the Facility, and
subject to the approval of The Nasdaq Stock Market, CLR’s
parent corporation, Youngevity International, Inc., shall issue a
stock option for the Nica Hemp Cooperative to purchase 5,000,000
shares of YGYl Common Stock at an exercise price of US $1.50,
exercisable for a term of five (5) years. The Nicaraguan Partners
acknowledge that they will not be able to resell readily any of the
shares of YGYI Common Stock received under this Agreement because
none of the shares have been registered under the Securities Act
and, therefore, those securities can be sold only if they are
subsequently registered under the Securities Act or an exemption
from registration is available.
ARTICLE 3.
MANAGEMENT
Section
3.1 Managing Partners. The overall management and control of the
business and affairs of the Joint Venture shall be vested in
H&H and the US Partners (the "Managing Partners"), and shall
require the prior consent and agreement of both Managing Partners.
The Managing Partners shall have the exclusive power and authority,
on behalf of the Joint Venture, to: (a) manage the business
activities of the Joint Venture; (b) purchase, lease or otherwise
acquire from, or sell, lease or otherwise dispose of any property
or asset to any person; (c) open bank accounts and otherwise invest
the funds of the Joint Venture; (d) purchase insurance on the
business and assets of the Joint Venture; (e) commence lawsuits and
other proceedings; (D enter into any agreement, instrument or other
writing; (g) retain accountants, attorneys or other agents; and (h)
take any other lawful action that the Managing Partners consider
reasonable and necessary or advisable in connection with any
business of the Joint Venture.
Section
3.2 Books and Records. A complete set of books and records, truly
and correctly reflecting the business transactions of the Joint
Venture, shall be kept and maintained at the principal place of
business of the Joint Venture and each Partner shall have access to
and the right to inspect said books and records at any reasonable
time.
ARTICLE 4.
ASSIGNMENT
Section
4.1 Transfer Prohibited. No Partner may sell, transfer, assign,
pledge, hypothecate or otherwise encumber or permit or suffer any
encumbrance of all or any part of his interest in the Joint Venture
or his interest in any Joint Venture property (hereinafter
collectively sometimes referred to as his "Interest"), including
any involuntary transfer by operation of law or otherwise, without
the prior consent of both Managing Partners. Any attempt to so
transfer or encumber any such Interest shall be void.
ARTICLE 5.
DISSOLUTION AND TERMINATION
Section
5.1 Dissolution. The Joint Venture shall be deemed dissolved upon
the occurrence of any of the following events:
5.1.1.
The sale or complete disposition of the Joint Venture's
assets;
5.1.2
The agreement of the Partners; and
5.1.3
The bankruptcy or dissolution of any Partner.
Section
5.2 Termination. Upon dissolution in accordance with Section 5.1
above, the Joint Venture shall terminate and be wound up. The Joint
Venture property shall thereupon be sold (and any Partner may be a
purchaser of all or any portion thereof), its liabilities paid or
provided for, and the remaining assets or profits from the sale of
such assets distributed to and among the Partners, in accordance
with the respective allocations to the Partners set forth in
Section 2.1 above (i.e., twenty five percent (25%) to H&H and
seventy five percent (75%) to the US Partners). Upon any sale of
the Real Estate Assets by H&H and the US Partners, the net
proceeds from such sale shall be distributed between H&H and
the US Partners equally on a 50/50 basis.
ARTICLE 6.
GENERAL
Section
6.1 Notices. Any notices or demands permitted or required hereunder
shall be in writing and shall have been deemed to have been
properly given, unless explicitly stated otherwise, if sent by (i)
FedEx or other comparable overnight courier, (ii) registered or
certified mail, postage prepaid, return receipt requested, (iii)
facsimile transmission during normal business hours to the place of
business of the recipient, or (iv) electronic transmission during
normal business hours to the electronic address of the recipient.
For purposes of all notices, the addresses and facsimile numbers of
the Partners are set forth below:
CLR
Roasters, LLC
2131-2141 NW 72nd
Avenue Miami, FL
33122
H&H
Coffee Group Export Corp
980 West 23 rd
Street
Hialeah,
FL 33010
Nica
Hemp Cooperative, Inc
Km
117 highway Sebaco-Matagalpa or
to such other addresses as the parties may from time to time
designate in writing.
All
notices, notifications, demands, or requests so given shall be
deemed given and received (i) if sent via FedEx or other comparable
overnight courier, the next Business Day after being deposited with
such courier; (ii) if mailed, five (5) Business Days after being
deposited in the mail; (iii) if sent via facsimile transmission,
the next Business Day after being so transmitted; or (iv) if sent
via electronic transmission, the next Business Day after being so
transmitted.
Section
6.2 Counterparts. This Agreement may be signed in one or more
counterparts.
Section
6.3 Governing Law. This Agreement and the obligation of the
Partners hereunder shall be interpreted, construed and enforced in
accordance with the laws of the State of Florida, without regard to
conflicts of laws principles.
Section 6.4 Entire Agreement. This Agreement
contains the entire agreement between the parties hereto relative to the formation,
operation, termination and dissolution of the Joint Venture. No
variations, modifications, or changes herein or hereof shall be
binding upon either party hereto unless set forth in a writing
signed by the parties hereto.
Section
6.5 Waiver. No consent or waiver, express or implied, by any
Partner to or of any breach or default by the other in the
performance by the other of his obligations hereunder shall be
deemed or construed to be a consent or waiver to or of any other
breach or default in the performance by such other party of the
same or any other obligations of such Partner
hereunder.
Section
6.6 Other Interests. It is expressly agreed by the Partners that
during the term of this Agreement, the Partners shall not enter
into any Agreement whatsoever with any other Party that would
result in a conflict of interest with the other Partner to this
Agreement, unless expressly consented to in writing by the other
Partner.
Section
6.7 Partition. Each Partner irrevocably waives any and all right he
may have to maintain any action for partition as to his undivided
interest in the Joint Venture property or the Facility, or to
compel any sale of the Joint Venture property or the Facility under
any law or laws now existing or hereinafter enacted.
Section
6.8 Arbitration. All claims and disputes arising under or relating
to this Engagement Agreement are to be settled by binding
arbitration in the City of Miami, State of Florida. The arbitration
shall be conducted on a confidential basis pursuant to the
Commercial Arbitration Rules of the American Arbitration
Association. An award of arbitration may be confirmed in a court of
competent jurisdiction.
Parties
are to bear their own costs.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
YOUNGEVITY INTERNATIONAL, INC.
By: /s/ Dave
Briskie______________
Name:
Dave Briskie
Title:
President and Chief Financial Officer
H& H COFFEE GROUP EXPORT CORP.
By: /s/ Alain
Hernandez___________
Name:
Alain Hernandez
Title:
President
THE NICA HEMP COOPERATIVE, INC
By: /s/ Gema
Castillo______________________
Name:
Gema Castillo
Title:
President
Exhibit 10.2
AMENDMENT TO JOINT VENTURE AGREEMENT
This
Amendment (the “Amendment”), dated as of July 29, 2020,
to the Joint Venture Agreement, dated April 20, 2020 (the
“Joint Venture Agreement”), by and among CLR Roasters,
LLC, a Florida limited liability company (“CLR”),
Khrysos Industries, Inc., a Delaware corporation
(“KII”, and together with CLR the “US
Partners’), H&H Coffee Group Export Corp. a Florida
corporation (“H&H”), and Fitracomex, Inc., as
successor in interest to The Nica Hemp Cooperative, Inc. d/b/a: The
Nica Hemp Cooperative (the “Nicaragua Partners”).
Capitalized terms used herein shall have same meanings assigned to
such terms in the Joint Venture Agreement, unless otherwise defined
herein.
W I
T N E S S E T H:
WHEREAS, based on comments received from
The Nasdaq Stock Market in connection with their review of the
proposed issuances of shares of YGYI Common Stock to the Nicaragua
Partners under the Joint Venture Agreement, the parties wish to
amend the Joint Venture Agreement as set forth
hereinbelow.
NOW, THEREFORE, in consideration of the
premises, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Section 2.2.2 of
the Joint Venture Agreement is hereby deleted in its entirety and
replaced with the following:
“As soon as
practicable following the execution of the Amendment, CLR’s
parent corporation, Youngevity International, Inc.
(“YGYI”), shall issue 1,500,000 shares of its
restricted common stock, par value $.001 per share, to the
Nicaraguan Partners (“YGYI Common Stock”). YGYI will
use its best efforts to register the resale of the shares of YGYI
Common Stock by the Nicaraguan Partners under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and
make any necessary applications with Nasdaq to list the shares Upon
completion of the work and construction of the Facility, and
subject to the receipt of all necessary approvals, including the
approval by the stockholders of YGYI of the proposed issuance in
accordance with the rules of The Nasdaq Stock Market, YGYI shall
issue a warrant to the Nicaragua Partners to purchase 5,000,000
shares of YGYI Common Stock at an exercise price of US$1.50,
exercisable for a term of five (5) years. The Nicaraguan Partners
acknowledge that they will not be able to resell readily any of the
shares of YGYI Common Stock received under this Agreement because
none of the shares have been registered under the Securities Act
and, therefore, those securities can be sold only if they are
subsequently registered under the Securities Act or an exemption
from registration is available.”
2.
The Joint Venture
Agreement, as amended by this Amendment, contains the entire
agreement between the parties hereto and there are no agreements,
warranties or representations which are not set forth therein or
herein. This Amendment may not be modified or amended except by an
instrument in writing duly signed by or on behalf of the parties
hereto.
3.
This Amendment may
be executed simultaneously in any number of counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the day and year first above
written.
CLR
ROASTERS, LLC
By:
/s/ Ernesto
Aguila________________
Name:
Ernesto Aguila
Title:
President
KHRYSOS
INDUSTRIES, INC.
By:
/s/ David
Briskie_________________
Name:
David Briskie
Title:
President and Chief Financial Officer
H&H
COFFEE GROUP EXPORT CORP.
By:
/s/ Alain
Hernandez______________
Name:
Alain Hernandez
Title:
President
FITRACOMEX,
INC.
By:
/s/ Gema
Castillo____________________________
Name:
Gema Castillo
Title:
President
ACKNOWLEDGED AND AGREED:
YOUNGEVITY INTERNATIONAL, INC.
By:
/s/ David
Briskie________________________
Name:
David Briskie
Title:
President and Chief Financial Officer