Purchase Agreement with Nutracom, LLC dated January 1, 2019

(a)

Nutracom will purchase the following assets of the Business:

(i)      all usable raw materials, packaging, work-in-process and finished goods held by the Business for third parties (the “Inventory”), but excluding any finished goods of Reliv held by the Business and the raw materials listed on Exhibit A; and

(ii)     all machinery, equipment, including office equipment and related assets, molds, dies, tooling, fixtures, parts, supplies and other assets and materials used in the Business (the “Manufacturing Assets”), including those items listed on Exhibit B.

(b)

Nutracom will not assume any liabilities associated with the Business except for outstanding purchase orders for Inventory and those liabilities specifically identified on Exhibit C.

(c)

Nutracom will pay Reliv the sum of $1,250,000 ($1,000,000 equipment value and $250,000 prepaid rent) plus Reliv’s aggregate standard cost of the Inventory at Closing (the “Inventory Value”, which is estimated at $1.7 million) (collectively, the “Purchase Price”). The Purchase Price will be payable as follows:

(i)      The Hastings Group will assign to Reliv at the Closing (as hereinafter defined) 99,200 shares of Reliv common stock, which the parties agree will have a value of $5.445 per share or an aggregate value of $540,144 (“Share Payment”).

(ii)     Nutracom will issue to Reliv a non-voting Class B membership interest in the limited liability company representing a 15% equity holding in Nutracom. Commencing one year after Closing, the Class B membership interest will be entitled to receive 1% of Nutracom’s annual gross revenue excluding gross revenue originating from sales to Reliv (“Third Party Revenue”) up to $5 million dollars, 1.25% of Third Party Revenue between $5 million and $15 million, 1.0% of Third Party Revenue in excess of $15 million (“Guaranteed Payment”). No other payments or profit sharing will be paid to Reliv with respect to the Class B membership interest except that upon a sale of Nutracom, the Class B membership interest will receive its proportionate share (initially 15% but subject to dilution) with respect to any sale proceeds. In the event of an acquisition, business combination or merger between Nutracom and a third party, the Guaranteed Payment shall terminate at such closing and the Class B members shall participate in the profits, losses and distributions of Nutracom in the same manner as the Class A members based on the proportionate share of the Class B membership interest. The Class B membership interest will be valued at $505,000 (“Membership Value”). Upon Closing the Hastings Group agrees to capitalize Nutracom in the amount of at least $500,000 in cash. The Operating Agreement of Nutracom will provide Reliv participation rights and tag-along rights in the event Nutracom management determines to sell Nutracom or the Business in the future.

(iii)    At Closing, Nutracom will enter into a promissory note (“Secured Promissory Note”) with Reliv in an amount equal to $1,000,000. The Secured Promissory Note will be issued for a term of seven years with interest accruing on the outstanding principal balance at a rate of 5.5%. The Secured Promissory Note will be amortized ratably over the seven-year period with a monthly payment of $14,370. The Secured Promissory Note will be secured by a purchase money security interest in the Manufacturing Assets.

(iv)   At Closing, Nutracom will enter into an unsecured promissory note (“Unsecured Promissory Note”) with Reliv in an amount equal to the Inventory Value plus $250,000 to be treated as prepaid rent under the lease referred to in (v) below, less the Share Payment and Membership Value. The Unsecured Promissory Note will be issued for a term of seven years with interest accruing on the outstanding principal balance at a rate of 7.0%. The Unsecured Promissory Note will provide for payments of interest only the first two years. The principal will be amortized over a ten-year amortization schedule during the remaining five years of the Unsecured Promissory Note with a balloon payment due upon expiration of the term.

(v)    At Closing, Nutracom will enter into a lease agreement for the premises occupied by the Business (96,450 sq. ft.) for a period of seven years with an option by Nutracom to renew for a 5-year term. Rent for the first year of the lease will be $2.59 per square foot or an annual rent of $250,000 and will be prepaid at Closing as set forth in Section 1(c)(iv). Rent for the second year of the lease will be $2.00 per square foot or an annual rent of $192,900. Rent for years three through five will be $4.00 per square foot or an annual rent of $385,800. Rent for years six and seven will be $4.25 per square foot or an annual rent of $409,912.50. Rent for the renewal term will be $4.25 per square foot or an annual rent of $409,912.50. In addition to rent, Nutracom will pay to Reliv its proportionate share of real estate taxes, property insurance (including excess flood coverage) and common area maintenance, less the proportionate share of maintenance expenses incurred by Nutracom which are allocable to the space occupied by Reliv. The lease will provide Nutracom a right of first offer on the building in the event Reliv determines to sell the building.

(vi)    At Closing, Carl Hastings will enter into an employment agreement with Reliv at a base salary of $225,000 for the first year and $200,000 thereafter plus a monthly car allowance of $800 per month. The employment agreement will have a one-year term, and will renew annually thereafter unless either party gives notice of its intent not to renew. Carl Hastings will receive employee benefits and otherwise be treated on a basis standard for full-time Reliv employees, but will be required to work no more than 20 hours per week. Carl Hastings’ travel obligations will be restricted to attendance in the United States only at not more than two Reliv conferences per year and not more than two appearances at special events as reasonably requested by Reliv. The employment agreement will not restrict Carl Hastings’ ability to formulate products for Nutracom and its customers; provided, however, Carl Hastings will not, during the term of his employment with Reliv, provide use of his image, likeness or endorsement for any products developed for Nutracom or its customers. During the term of the employment agreement, Carl Hastings will provide all reasonably requested research and development for Reliv as a part of his employment arrangement.

(vii)   The parties will enter into a supply agreement, fulfillment agreement, and license agreement on substantially the same terms as outlined on the attached corresponding agreement outlines. In addition, the parties will enter into a Secured Promissory Note, an Unsecured Promissory Note, security agreement, and operating agreement of Nutracom, on terms mutually agreeable to the parties. The security agreement will provide Reliv a right of first offer on the Manufacturing Assets as long as the principal balances on the Secured Promissory Note and Unsecured Promissory Note remain outstanding.

a.

The Inventory and Manufacturing Assets shall be free and clear of any liens, claims and encumbrances;

b.

The Hastings Group and any other members of Nutracom shall have invested at least an aggregate of $500,000 in cash in Nutracom and shall have contributed an aggregate of 99,200 shares of Reliv common stock to be transferred to Nutracom at Closing as provided above; and

c.

Reliv shall have received a satisfactory fairness opinion relating to the proposed transaction by a qualified firm.

Note:

This plan does not contain the following schedules: Supply Agreement, Fulfillment Agreement, or Lunasin License Agreement. The Registrant will furnish supplementally a copy of any of these schedules to the Commission upon request.