Exchange Agreement between Youngevity International, Inc. and Carl Grover (October 23, 2018)

Summary

Youngevity International, Inc. and Carl Grover have agreed to exchange a $4,000,000 convertible promissory note, due July 30, 2019, for 747,664 shares of Youngevity's common stock. This exchange is contingent on receiving stockholder approval as required by Nasdaq and SEC rules. Additionally, subject to the same approval, Carl Grover will receive a four-year warrant to purchase 631,579 shares at $4.75 per share. The agreement outlines the terms for converting debt into equity and warrants, pending regulatory and shareholder consent.

EX-10.1 5 ex10-1.htm EXCHANGE AGREEMENT, DATED OCTOBER 23 2018, BETWEEN YOUNGEVITY INTERNATIONAL, INC. AND CARL GROVER Exhibit 10.1

Exhibit 10.1

October 23, 2018

Mr. Carl Grover

1010 South Ocean Blvd, Apt 107

Pompano Beach, Florida 33062

Dear Carl:

Reference is made to that certain 8% Series A Convertible Promissory Note (the “Note”), due July 30, 2019, in the principal amount of $4,000,000 issued to you by Youngevity International, Inc. (the “Company”).

This letter shall serve as written confirmation of your agreement to exchange all amounts owed under the Note, including the principal amount of the Note, for 747,664 shares of common stock of the Company upon the Company‘s receipt of stockholder approval for such exchange in accordance with Nasdaq Rule 5635(d ) and applicable SEC rules and regulations. As part of the exchange, and subject to our receipt of stockholder approval for the warrant issuance in accordance with Nasdaq Rule 5635(d) and applicable SEC rules and regulations, we also agree to issue to you a four-year warrant to purchase 631,579 shares of common stock of the Company at an exercise price of $4.75 per share.

/s/ David Briskie

David Briskie, President and CFO

ACKNOWLEDGED AND AGREED:

/s/ Carl Grover

Carl Grover

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