Exhibit 10.40





 











Exhibit 10.40



 



SUBSCRIPTION AGREEMENT



 



SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK



OF



YOUNGEVITY INTERNATIONAL, INC.



 


This
Subscription Agreement relates to my/our agreement to purchase
________ shares of Series B Convertible Preferred Stock, $0.001 par
value per share (the “Series B Preferred Stock”), to be
issued by Youngevity International, Inc., a Delaware corporation
(the “Company”), for a purchase price of $9.50 per
Share, for a total purchase price of $___________
(“Subscription Price”), subject to the terms,
conditions, acknowledgments, representations and warranties stated
herein and in the Prospectus for the sale of the Series B Preferred
Stock, dated _______, 2018 (the “Prospectus”).
Capitalized terms used but not defined herein shall have the
meanings given to them in the Prospectus.


 


Simultaneously
with or subsequent to the execution and delivery hereof, if I have
an account with BANQ®, I am authorizing the Selling Agent to
debit funds equal to the amount of the Subscription Price from my
account at BANQ®; in the amount of my Subscription Price,
provided
that if my broker-dealer or the Selling Agent have arranged
to facilitate the funding of the Subscription Price to the escrow
account (as described below) through a clearing agent, then I agree
to deliver the funds for the Subscription Price pursuant to the
instructions provided by such clearing agent, such broker-dealer or
the Selling Agent. I understand that if I wish to purchase Series B
Preferred Stock, I must complete this Subscription Agreement and,
if I have an account with BANQ®, have sufficient funds in my
account at the time of the execution and delivery of this
Subscription Agreement; or, if I do not maintain an account with
Banq.co®, submit the applicable Subscription Price as set
forth herein. Subscription funds submitted by Investors who do not
have an account with BANQ® will be held by and at an FDIC
insured bank in compliance with SEC Rule 15c2-4, with funds
released to the Company at closing, as described in the Prospectus.
The escrow account will be maintained by Wilmington Trust as escrow
agent. In the event that the offering is terminated, then the
Series B Preferred Stock will not be sold to investors pursuant to
this offering and all funds will be returned to investors from
escrow together with interest, if any. If any portion of the Series
B Preferred Stock is not sold in the offering, any funds paid by me
for such portion of the Series B Preferred Stock will be returned
to me promptly; or, if I have an account with BANQ®, funds for
such unsold Series B Preferred Stock will not be debited from my
account at closing.


 


In
order to induce the Company to accept this Subscription Agreement
for the Series B Preferred Stock and as further consideration for
such acceptance, I hereby make, adopt, confirm and agree to all of
the following covenants, acknowledgments, representations and
warranties with the full knowledge that the Company and its
affiliates will expressly rely thereon in making a decision to
accept or reject this Subscription Agreement:


 


1.
Type of
Ownership



 


☐ Individual ☐ Joint ☐ Institution


 


2.
Investor
Information (You must include a permanent street address
even if your mailing address is a P.O. Box.)


 


	
 Individual/Beneficial
Owner: 


	
 Joint-Owner/Minor: (If
applicable.)


	
 

	
 


	
 Name:

	
 Name:


	
 Social Security/Tax
ID Number: 


	
 Social Security/Tax
ID Number:


	
 Street
Address:


	
 Street
Address:


	
 City:

	
 City:


	
 State:

	
 State:


	
 Postal
Code:

	
 Postal
Code:


	
 Country:


	
 Country:


	
 Phone
Number: 


	
 Phone
Number:


	
 Email
Address:


	
 Email
Address:







 


3. I
understand that the Company reserves the right to, in its sole
discretion, accept or reject this subscription, in whole or in
part, for any reason whatsoever, and to the extent not accepted,
unused funds maintained in my account at BANQ® or transmitted
herewith shall either not be debited from my account at BANQ®
or be returned to the undersigned in full, with any interest
accrued thereon.


 


 




 

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4. I
have received the Prospectus.


 


5. I
accept the terms of the Certificate of Incorporation of the
Company, including the Certificate of Designations regarding the
Series B Preferred Stock.


 


6. I am
purchasing the Series B Preferred Stock for my own
account.


 


7. I
hereby represent and warrant that I am not on, and am not acting as
an agent, representative, intermediary or nominee for any person
identified on, the list of blocked persons maintained by the Office
of Foreign Assets Control, U.S. Department of Treasury. In
addition, I have complied with all applicable U.S. laws,
regulations, directives, and executive orders relating to
anti-money laundering, including but not limited to the following
laws: (1) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking
Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) of September 23, 2001.
By making the
foregoing representations you have not waived any right of action
you may have under federal or state securities law. Any such waiver
would be unenforceable. The Company will assert your
representations as a defense in any subsequent litigation where
such assertion would be relevant. This subscription agreement and
all rights hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware without giving
effect to the principles of conflict of laws.


 


8.
Digital (“electronic”) signatures, often referred to as
an “e-signature”, enable paperless contracts and help
speed up business transactions. The 2001 E-Sign Act was meant to
ease the adoption of electronic signatures. The mechanics of this
Subscription Agreement's electronic signature include your signing
this Agreement below by typing in your name, with the underlying
software recording your IP address, your browser identification,
the timestamp, and a securities hash within an SSL encrypted
environment. This electronically signed Subscription Agreement will
be available to both you and the Company, as well as any associated
brokers, so they can store and access it at any time, and it will
be stored and accessible on Banq.co®. You and the Company each
hereby consent and agree that electronically signing this Agreement
constitutes your signature, acceptance and agreement as if actually
signed by you in writing. Further, all parties agree that no
certification authority or other third party verification is
necessary to validate any electronic signature; and that the lack
of such certification or third party verification will not in any
way affect the enforceability of your signature or resulting
contract between you and the Company. You understand and agree that
your e-signature executed in conjunction with the electronic
submission of this Subscription Agreement shall be legally binding
and such transaction shall be considered authorized by you. You
agree your electronic signature is the legal equivalent of your
manual signature on this Subscription Agreement and you consent to
be legally bound by this Subscription Agreement's terms and
conditions. Furthermore, you and the Company each hereby agree that
all current and future notices, confirmations and other
communications regarding this Subscription Agreement specifically,
and future communications in general between the parties, may be
made by email, sent to the email address of record as set forth in
this Subscription Agreement or as otherwise from time to time
changed or updated and disclosed to the other party, without
necessity of confirmation of receipt, delivery or reading, and such
form of electronic communication is sufficient for all matters
regarding the relationship between the parties. If any such
electronically sent communication fails to be received for any
reason, including but not limited to such communication being
diverted to the recipient’s spam filters by the
recipient’s email service provider, or due to a recipient's
change of address, or due to technology issues by the
recipient’s service provider, the parties agree that the
burden of such failure to receive is on the recipient and not the
sender, and that the sender is under no obligation to resend
communications via any other means, including but not limited to
postal service or overnight courier, and that such communications
shall for all purposes, including legal and regulatory, be deemed
to have been delivered and received. No physical, paper documents
will be sent to you, and if you desire physical documents then you
agree to be satisfied by directly and personally printing, at your
own expense, the electronically sent communication(s) and
maintaining such physical records in any manner or form that you
desire.


 


9.
Delivery Instructions. If you are funding outside of your
BANQ® account via escrow through either an ACH authorization
or a wire transfer pursuant to the escrow instructions set forth in
the Prospectus, or delivered to me by my broker-dealer, in the
amount of my Subscription Price, provided that if my
broker-dealer or the Selling Agent have arranged to facilitate the
funding of the Subscription, please fill out the information below
to have your shares delivered to your broker, held at the transfer
agent or delivered to your residence. All orders entered on
BANQ® will have shares delivered directly to
BANQ®.


 


Your
Consent is Hereby Given: By signing this Subscription Agreement
electronically, you are explicitly agreeing to receive documents
electronically including your copy of this signed Subscription
Agreement as well as ongoing disclosures, communications and
notices.


  


SIGNATURES:


 


THE
UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY REGISTERED
ABOVE.


 


	


Subscriber:


 


_______________________________________



Name: 



Email: 



Date:


 

	


Issuer:


 


 ___________________________



Name: Stephan Wallach



Title: Chief Executive Officer







 


 




 

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