ex10-2





 







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