Exclusive Agreement with Icelandic Water Holdings hf., dated January 10, 2019

This Contract (“The Exclusive Agreement”) is entered into on January 10, 2019 by and between:

 

Icelandic Water Holdings hf., an Icelandic public limited company with its registered office at Hl’ðarendi, 816 Ölfus, Iceland, and registered under registration number ###-###-#### (“IWH”).

 

and

 

Youngevity International Inc., a US public corporation with its registered office at 2400 Boswell Road, Chula Vista, CA 91914, USA (“YGYI”)

 

The above-mentioned parties hereto shall hereinafter be collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

 

WHEREAS, IWH sells Icelandic Glacial® premium bottled water in a variety of formats (Products) in the United States through its master distributor Anheuser Busch – Inbev. (ABI);

 

WHEREAS, YGYI sells a range of dietary supplements through a multi-level marketing platform in the US and Internationally, has developed a range of Cannabidiol (CBD) products and is looking for a partner with which to launch ready to drink CBD products; and

 

WHEREAS, the Parties entered into a Term Sheet on 28th December (the “Term Sheet”) according to which the Parties would enter into:

 

(A) a definitive agreement for the purchase of $1.0m (USD one million) of Products by YGYI from IWH (“The Purchase Agreement”); and

(B) an exclusive cross-marketing agreement (“The Exclusive Agreement”) governing the development of ready to drink CBD products and the cross promotion of the Parties’ products;

 

(together, “the Agreements”) where A and B are intended to be inter-conditional.

 

Therefore, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound hereby, the parties agree as follows:

YGYI and IWH will jointly look to develop distribution for their products in all markets outside the USA.

The parties will issue a joint press release substantially in the form set out in Appendix 1 within three (3) business days of signing of this agreement.

After the initial Term, YGYI will have the right to extend this agreement by increments of one year for a maximum of a further two years providing it has purchased at least $1,000,000 (USD one million) of Products in the 12 months prior to the end of the expiring Term.

IWH has developed extensive intellectual property around its Products. For the period of the Term, IWH grants to a YGYI the right to use the intellectual property owned by IWH in connection with the sale of Products for the purposes of this agreement and subject to the prior approval by IWH of each use. Any use of the Icelandic Glacial intellectual property in connection with products other than existing Products must be agreed by IWH in writing in advance.