Notices Clause Example with 14 Variations from Business Contracts

Notices. All notices notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission followed if such transmission is confirmed, by certified or registered mail (first class p...ostage pre-paid) or certified mail confirmation; (iii) on guaranteed overnight delivery, to the date delivered by an overnight courier service; or (iv) on following addresses (or to such other addresses which such party shall subsequently designate in writing to the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: party): (a) If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach Blue Sphere Corporation 301 McCullough Drive, 4th Floor Charlotte, North Carolina 28262 Attention: Shlomi Palas Email: shlomi@bluespherecorporate.com with a copy to: Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, NY 10017 Attention: Peter J. Gennuso, Esq. Email: peter.gennuso@thompsonhine.com (b) If to the Warrant Holder: -5- Attention: Email: 11. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. (b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. This Warrant shall be governed by and construed in accordance with 9 (c) Without the laws prior written consent of the State of Florida, without regard to conflict of laws provisions. All disputes arising out of or in connection with Company, this Warrant, or in respect any of any legal relationship associated with the rights granted hereunder, shall not be transferred, assigned, pledged, hypothecated or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action otherwise disposed of (whether by operation of law or proceeding shall be conclusive and may be enforced in other jurisdictions otherwise) by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder Holder, and shall only not be brought in such courts. e. In subject to execution, attachment or similar process, unless (i) an effective registration statement is on file with the event U.S. Securities and Exchange Commission covering the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement resale of the Warrant Holder's Shares by the Warrant Holder, or (ii) the Warrant Shares are otherwise exempt from the registration requirements under the Act. Any such attempted transfer or disposition of the Warrant or of any rights granted hereunder contrary to the provisions of this section, or the levy of any attachment or similar process upon the Warrant or such rights, including reasonable attorney's fees, if a suit is instituted shall be null and Warrant Holder is the prevailing party. f. void. (d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. (e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. (f) The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. (g) This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. (h) The Company and the Warrant Holder shall submit all disputes arising under this Warrant to arbitration in New York, New York before a single arbitrator of the American Arbitration Association (the "AAA"). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of New York. No party hereto will challenge the jurisdiction or venue provisions as provided in this section. Nothing in this section shall limit the Warrant Holder's right to obtain an injunction for a breach of this Agreement from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator fully adjudicates the dispute. View More

Notices. All notices notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission followed if such transmission is confirmed, by certified or registered mail (first class p...ostage pre-paid) or certified mail confirmation; (iii) on guaranteed overnight delivery, to the date delivered by an overnight courier service; or (iv) on following addresses (or to such other addresses which such party shall subsequently designate in writing to the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: party): (a) If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach Blue Sphere Corporation 301 McCullough Drive, 4th Floor Charlotte, North Carolina 28262 Attention: Shlomi Palas Email: shlomi@bluespherecorporate.com with a copy to: Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, NY 10017 Attention: Peter J. Gennuso, Esq. Email: peter.gennuso@thompsonhine.com (b) If to the Warrant Holder: -5- 11. Attention: Email: 5 12. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. (b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. This Warrant shall be governed by and construed in accordance with (c) Without the laws prior written consent of the State of Florida, without regard to conflict of laws provisions. All disputes arising out of or in connection with Company, this Warrant, or in respect any of any legal relationship associated with the rights granted hereunder, shall not be transferred, assigned, pledged, hypothecated or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action otherwise disposed of (whether by operation of law or proceeding shall be conclusive and may be enforced in other jurisdictions otherwise) by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder Holder, and shall only not be brought in such courts. e. In subject to execution, attachment or similar process, unless (i) an effective registration statement is on file with the event Commission covering the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement resale of the Warrant Holder's Shares by the Warrant Holder, or (ii) the Warrant Shares are otherwise exempt from the registration requirements under the Act. Any such attempted transfer or disposition of the Warrant or of any rights granted hereunder contrary to the provisions of this section, or the levy of any attachment or similar process upon the Warrant or such rights, including reasonable attorney's fees, if a suit is instituted shall be null and Warrant Holder is the prevailing party. f. void. (d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. (e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. (f) The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. (g) This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. (h) The Company and the Warrant Holder shall submit all disputes arising under this Warrant to arbitration in New York, New York before a single arbitrator of the American Arbitration Association (the "AAA"). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of New York. No party hereto will challenge the jurisdiction or venue provisions as provided in this section. Nothing in this section shall limit the Warrant Holder's right to obtain an injunction for a breach of this Agreement from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator fully adjudicates the dispute. View More

Notices. All notices notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission followed if such transmission is confirmed by delivery by certified or registered mail (fi...rst class postage pre-paid) or certified mail confirmation; (iii) on guaranteed overnight delivery, to the date delivered by an overnight courier service; or (iv) on following addresses (or to such other addresses which such party shall subsequently designate in writing to the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: party): (a) If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach [ ] with a copy to: [ ] (b) If to the Warrant Holder: -5- 11. [ ] with a copy to: [ ] 12. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. 4 (b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. (c) This Warrant shall not be governed transferable by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws provisions. All disputes arising out of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder and shall be exercisable only be brought in such courts. e. In the event by the Warrant Holder hereof Holder. Without the prior written consent of the Company, the Warrant shall refer this Warrant Agreement not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting execution, attachment or effecting the enforcement similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Warrant Holder's or of any rights granted hereunder contrary to the provisions of this section, or the levy of any attachment or similar process upon the Warrant or such rights, including reasonable attorney's fees, if a suit is instituted shall be null and Warrant Holder is the prevailing party. f. void. (d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. (e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. (f) The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. (g) This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. (h) The Company and the Warrant Holder shall submit all disputes arising under this Warrant to arbitration in New York, New York before a single arbitrator of the American Arbitration Association (the "AAA"). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of New York. No party hereto will challenge the jurisdiction or venue provisions as provided in this section. Nothing in this section shall limit the Warrant Holder's right to obtain an injunction for a breach of this Agreement from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator fully adjudicates the dispute. View More

Notices. All notices notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission followed if such transmission is confirmed by delivery by certified or registered mail (fi...rst class postage pre-paid) or certified mail confirmation; (iii) on guaranteed overnight delivery, to the date delivered by an overnight courier service; or (iv) on following addresses (or to such other addresses which such party shall subsequently designate in writing to the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: party): (a) If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach [ ] with a copy to: [ ] (b) If to the Warrant Holder: -5- [ ] with a copy to: [ ] 11. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. 11 (b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. This Warrant shall be governed by and construed in accordance with (c) Without the laws prior written consent of the State of Florida, without regard to conflict of laws provisions. All disputes arising out of or in connection with Company, this Warrant, or in respect any of any legal relationship associated with the rights granted hereunder, shall not be assigned, pledged, hypothecated or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action otherwise disposed of (whether by operation of law or proceeding shall be conclusive and may be enforced in other jurisdictions otherwise) by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder Holder, and shall only not be brought in such courts. e. In subject to execution, attachment or similar process, unless (i) an effective registration statement is on file with the event Commission covering the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement resale of the Warrant Holder's Shares by the Warrant Holder, or (ii) the Warrant Shares are otherwise exempt from the registration requirements under the Securities Act. Any such attempted transfer or disposition of the Warrant or of any rights granted hereunder contrary to the provisions of this section, or the levy of any attachment or similar process upon the Warrant or such rights, including reasonable attorney's fees, if a suit is instituted shall be null and Warrant Holder is the prevailing party. f. void. (d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. (e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. (f) The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. (g) This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. (h) The Company and the Warrant Holder shall submit all disputes arising under this Warrant to arbitration in New York, New York before a single arbitrator of the American Arbitration Association (the "AAA"). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of New York. No party hereto will challenge the jurisdiction or venue provisions as provided in this section. Nothing in this section shall limit the Warrant Holder's right to obtain an injunction for a breach of this Agreement from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator fully adjudicates the dispute. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt r...equested with postage and other fees prepaid as follows: If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach American Resources Corporation PO Box: 606 Fishers, IN 46038 Attention: Kirk Taylor Email: kpt@questenergycorp.com If to the Warrant Holder: -5- 11. Golden Properties Ltd. 1177 West Hastings Street, Suite 500 Vancouver, British Columbia V6E 2K3 Canada Attention: Simon Royle Email: sroyle@goldenproperties.ca and alau@goldenproperties.ca WARRANT AGREEMENT BETWEEN COMPANY AND HOLDER PAGE 5 OF 8 13. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in by a writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. c. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, Indiana without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. law thereof. d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt r...equested with postage and other fees prepaid as follows: If to the Company: Youngevity International, Sports Field Holdings, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach 4320 Winfield Road, Suite 200 Warrenville, IL 60555 If to the Warrant Holder: -5- 11. Spartan Capital Securities, LLC Attn: John Lowry 45 Broadway – 9th Floor New York, NY 10006 9. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. 5 c. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, New Jersey without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. law thereof. d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt r...equested with postage and other fees prepaid as follows: If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach American Resources Corporation PO Box: 606 Fishers, IN 46038 Attention: Kirk Taylor If to the Warrant Holder: -5- 11. Golden Properties Ltd. 1177 West Hastings Street, Suite 500 Vancouver, British Columbia V6E 2K3 Canada Attention: Simon Royle WARRANT AGREEMENT BETWEEN COMPANY AND HOLDER PAGE 5 OF 8 13. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in by a writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. c. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, Indiana without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. law thereof. d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested... with postage and other fees prepaid as follows: Initial: CF If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 EDISON NATION, INC. 909 New Brunswick Ave Phillipsburg, NJ 08865 Email Address: cferguson@edisonnation.com Attn: Stephan Wallach Christopher Ferguson If to the Warrant Holder: -5- 11. Greentree Financial Group, Inc. 7951 S.W. 6th Street, Suite 216 Plantation, Florida 33324 Email Address: chriscottone@gtfinancial.com Attn: R. Chris Cottone 12. Miscellaneous. a. This Warrant Warrants is being granted pursuant to the Purchase terms of that certain Loan Agreement, dated as of January 22, 2020 by and between the Company and the Warrant Holder (the "Loan Agreement"). If not otherwise defined herein, all capitalized terms herein shall have the meanings given to them in the Loan Agreement. Further, all of the terms, representations, warranties, agreements, covenants and conditions set forth in the Loan Agreement are incorporated herein by reference. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Loan Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Loan Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, Florida without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. law thereof. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. Initial: CF f. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. g. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested... with postage and other fees prepaid as follows: If to the Company: Youngevity International, Jupiter Wellness, Inc. 2400 Boswell Road Chula Vista, CA 91914 1061 E. Indiantown Road, Suite 110 Jupiter, FL 33477 Email Address: Bjohn@jupiterwellness.com Attn: Stephan Wallach Brian John Initials: ___ If to the Warrant Holder: -5- Greentree Financial Group, Inc. 7951 S.W. 6th Street, Suite 216 Plantation, Florida 33324 Email Address: chriscottone@gtfinancial.com Attn: R. Chris Cottone 11. Miscellaneous. a. This Warrant Warrants is being granted pursuant to the Purchase terms of that certain Loan Agreement, dated as of April 20, 2022 by and between the Company and the Warrant Holder (the "Loan Agreement"). If not otherwise defined herein, all capitalized terms herein shall have the meanings given to them in the Loan Agreement. Further, all of the terms, representations, warranties, agreements, covenants and conditions set forth in the Loan Agreement are incorporated herein by reference. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Loan Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Loan Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, Florida without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. law thereof. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. f. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. g. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a) delivered if delivered in person or (b) sent, if sent by email; person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt r...equested with postage and other fees prepaid as follows: If to the Company: Youngevity International, Inc. 2400 Boswell Road Chula Vista, CA 91914 Attn: Stephan Wallach ICEWEB, INC. 22900 Shaw Road, Suite 111 Sterling, VA 20166 Attention: Mark Lucky, CFO If to the Warrant Holder: -5- 11. Agility Lease Fund III, LLC Attn: Hal Hayden 6 13. Miscellaneous. a. This Warrant is being granted pursuant to the Purchase Agreement. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Purchase Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Purchase Agreement. b. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in by a writing and signed by the Company and the Warrant Holder. Warrant Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein. c. b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder. d. c. This Warrant shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of Florida, Virginia without regard to conflict the principles of laws provisions. All disputes arising out conflicts of or in connection with this Warrant, or in respect of any legal relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Broward County, Florida. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Warrant Holder shall only be brought in such courts. e. In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder's rights, including reasonable attorney's fees, if a suit is instituted and Warrant Holder is the prevailing party. f. law thereof. d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. g. e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. h. f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. View More