ex4-1





 






  Exhibit
4.1



 



FIRST AMENDMENT TO SERIES D WARRANT AGREEMENT


 


This
FIRST AMENDMENT TO SERIES D WARRANT AGREEMENT (the
“Amendment”) is
dated and effective as of January [ ], 2018, by and between
Youngevity International, Inc. (the “Company”) and TriPoint Global
Equities, LLC (the “Holder”). Capitalized terms used
in this Amendment that are not otherwise defined have the meanings
set forth in the Warrants (as defined below).


 


WHEREAS, on July
28, 2017 and August 18, 2017, the Company issued five warrants to
the Holder, three warrants on July 28, 2017 with the right to
exercise into 4,078 Warrant Shares, 15,688 Warrant Shares, and
31,375 Warrant Shares, respectively, and two warrants on August 18,
2017 with the right to exercise into 4,120 Warrant Shares and 2,060
Warrant Shares, respectively, for an aggregate exercise amount of
57,321 Warrant Shares (collectively, the five warrants shall herein
be referred to as the “Warrants”);


 


WHEREAS, the
Company and the Holder desire to modify certain provisions of the
Warrants on the terms set forth herein.


 


NOW,
THEREFORE, the parties hereto, in consideration of the mutual
promises herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree to amend the Warrants as
follows:


 


The
Heading, Section 6(b), Section 12, Section 17 and Section 20 of the
Warrants is hereby deleted in their entirety and replaced with the
following:


 


THIS
PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED,
OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR
CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE
HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT (FILE NO. 333-221847), AS FILED WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE
WITH FINRA RULE 5110(g)(2).


 


6. (b)
Intentionally
Omitted.


 




12.


Transfer of Warrant






 




(a)

Transferability. This Warrant
and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or
its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this original Warrant shall promptly
be cancelled. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued. Neither this
Warrant nor any Warrant Shares issued upon exercise of this Warrant
shall be sold, transferred, assigned, pledged, or hypothecated, or
be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition
of the securities by any person for a period of 180 days
immediately following the date of effectiveness or commencement of
sales of the offering pursuant to which this Warrant is being
issued, except the transfer of any security:






 


(i) by
operation of law or by reason of reorganization of the
Company;


 


(ii) to
any FINRA member firm participating in the offering and the
officers or partners thereof, if all securities so transferred
remain subject to the lock-up restriction in this Section 12(a) for
the remainder of the time period; or


 


(iii)
the exercise or conversion of any security, if all securities
received remain subject to the lock-up restriction in this Section
12(a) for the remainder of the time period.


 


 




 








 






 

 




(b)

New Warrants. This Warrant may
be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which
may be involved in such division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with
such notice. All Warrants issued on transfers or exchanges shall be
dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.






 




(c)

Warrant Register. The Company
shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the
name of the record Holder hereof from time to time. The Company may
deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.






 




17.

Intentionally Omitted.






 




20.

Intentionally Omitted.






 


Except
as expressly amended by this Amendment, the provisions of the
Warrants shall remain in full force and effect.


 


This
Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original,
but all of which counterparts together shall constitute but one and
the same instrument. This Amendment shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.
Delivery of an executed counterpart of a signature page to this
Amendment, any amendments, waivers, consents or supplements, by
facsimile or other electronic transmission (including a .pdf copy
sent by e-mail) shall be deemed to constitute an original and fully
effective signature of such party.


 



[Signature Page Follows]


 


 


 


 


 


 




 








 






 

 



IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first set forth above.


 


 


TRIPOINT
GLOBAL EQUITIES, LLC


 


 


By:
_______________________


Name:


Title:


 


 


 


ACCEPTED
AND AGREED TO


AS OF
THE ABOVE DATE:


 



YOUNGEVITY INTERNATIONAL, INC.


 


 


BY:
________________________________

      
Name: Stephan Wallach

   
   Title: Chairman and CEO