ex439





 





 


Exhibit
4.39 

 


FORM
OF SECURED PROMISSORY NOTE

 


THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (“THE ACT”), NOR UNDER
APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND STATE LAWS, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
BORROWER.

 


	
ISSUE DATE: [ ]


 


PRINCIPAL SUM: $[ ]


 


 


 



	
LENDER: [ ]

 

LENDER ADDRESS [ ]

 












 




YOUNGEVITY
INTERNATIONAL, INC.


8.0%
SECURED PROMISSORY NOTE

 



1.            

PROMISE TO
PAY





 


1.1
Promise to Pay. FOR
VALUE RECEIVED, Youngevity International, Inc., a Delaware
corporation with a principal place of business at 2400 Boswell
Road, Chula Vista, CA 91914 (the “Borrower”), promises
to pay to the order of Lender (named above or “Holder”)
the Principal Sum with interest at the rate of 6.0% per annum on
the Principal Sum. Borrower shall pay the Principal Sum and accrued
interest outstanding to the Lender in lawful money of the United
States of America at the address of the Lender set out above or
such other address as the Lender designates by written notice to
Borrower prior to the payment being made. This Note is part of a
series of notes being offered by Borrower (the
“Notes”). The holders of all of the Notes shall be
referred to collectively as the “Lenders.”


 



1.2            


Payments; Commencement Date.





 




(a)

Payments
of accrued interest shall be paid in quarterly installments
commencing on the last day of each quarter (March 31, June 30,
September 30, December 31) after the First Close Date, set forth
above continuing on the same day of each quarter
thereafter.





 




(b)

Unless
otherwise agreed or required by applicable law, payments will be
applied first to any accrued unpaid interest; then to principal; To
the extent that any interest is unpaid in any quarter, it will
continue to accrue without being added to the principal
amount.






 


1.3
Maturity. If this
Note has not been paid in full or otherwise extended by the
Lenders, then on the date that is twenty- four months after the
date of issuance of the Note (the “Maturity Date”) the
entire outstanding Principal Amount and all unpaid accrued interest
hereunder shall be due and payable.

 


1.4
Prepayment. This
Note may be pre-paid in whole at any time prior to the Maturity
Date by the Borrower, provided however, the Borrower shall pay all
accrued and unpaid interest plus an amount equal to 110% of the
principal amount then outstanding under this Note.


 


1.5          Security.
The payment of the obligations owed under this Note is secured by a
security interest in certain assets of the Borrower as set forth in
that certain Security Agreement dated as of the date of issuance of
this Note by and among the Borrower and the Lenders.


 


 




 








 






 

 



2.           


RESERVED






 



3.            

Default.





 



3.1            

Event of Default. It shall be
an Event of Default (each event being called an “Event of
Default”) hereunder if:





 




(a)

the
Borrower fails to make any interest payment when due hereunder or
on the Maturity Date and such nonpayment continues for ten (10)
business days;





 




(b)

the
Borrower defaults in the performance or observance of any other
material covenant or condition of this Note, or any exhibits
thereto, and the default continues for thirty (30) days after
written notice of the default to the Borrower by the
Investor.





 




(c)

the
Borrower shall fail to comply with the reporting requirements of
the Exchange Act (including but not limited to becoming delinquent
in its filings it being agreed that any filing under Rule 12b-25 of
the Exchange Act shall not be a failure to comply if the filing is
made within the time period allowed by Rule 12b-25), and/or the
Borrower shall cease to be subject to the reporting requirements of
the Exchange Act.





 




(d)

an
order is made for the winding-up of the Borrower; a petition is
filed by or against the Borrower; an assignment for the benefit of
creditors is made by the Borrower; a receiver or agent is appointed
in respect of the Borrower under any bankruptcy or insolvency
legislation, or by or on behalf of a secured creditor of the
Borrower; or an application is made under the United States
Bankruptcy Code or any successor or similar
legislation;





 




(e)

the
Borrower ceases to carry on its business or disposes of
substantially all of its assets other than in the ordinary course
of its business; or





 




(f)

the
Borrower commences any corporate proceedings for its dissolution or
liquidation.





 


This Note and the
repayment hereof is secured by certain assets of the Borrower as
listed in the Security Agreement. Upon the occurrence of any Event of Default, which
has not been cured by the applicable cure period set forth above
after the occurrence of such Event of Default, the Holder, may, by
written notice to the Company, declare all or any portion of the
unpaid Principal Amount due to Holder, together with all accrued
interest thereon, immediately due and payable (without advanced
notice as may otherwise by required hereunder); provided that upon
the occurrence of an Event of Default all or any portion of the
unpaid Principal Amount due to Holder, together with all accrued
interest thereon, shall immediately become due and payable without
any such notice. Holder shall also have all other remedies
available under law and equity. In the event that an Event of
Default. Additionally, if the Holder at its sole discretion elects
to allow the Company to continue with repayment of the principal
and interest on this Note after an Event of Default, the interest
rate on the unpaid principal of this Note will change to 18% or the
highest interest rate currently allowable under Delaware law for
loans of this amount (the “Default Interest Rate”). As
of the date of Default or any Event of Default, assuming the Holder
allows reinstatement or continuation of this Note, the Default
Interest Rate shall become the new rate of interest on this
Note.


 



4.            

GENERAL





 


4.1
Ownership of Note.
Borrower may not transfer or assign this Note except in accordance
with all applicable laws and regulations, and with notice to and
the consent of the Borrower, which consent may not be unreasonably
withheld.

 


4.2
Notice and Other
Instruments. All notices, reports or other documents and
communications that are required or permitted to be given to the
Parties under this Agreement shall be sufficient if given in
writing and delivered in person, by email, by overnight courier, or
by registered or certified mail, postage prepaid, return receipt
requested, to the receiving Party at the address listed on the
first page of this Note or to such other address as such Party may
have given to the other by written notice pursuant to this Section.
Notice shall be deemed given on the date of delivery, in the case
of personal delivery or confirmed receipt email, or on the delivery
or refusal date, as specified on the return receipt, in the case of
overnight courier or registered or certified mail.


 




 








 






 


4.3
Governing Law. This
Note and the rights, remedies, powers, covenants, duties and
obligations of the parties herein will be construed in accordance
with and governed by the laws of the State of Florida and the
federal laws of the United States.


 


4.4
Severability.
Should any one or more of the provisions hereof be determined to be
illegal or unenforceable, all other provisions hereof shall be
given effect separately therefrom and shall not be affected
thereby. To the extent that a court determines that any provision
herein is unreasonable in light of the circumstances, the court
shall revise such provision in a manner that the court determines
to be reasonable and to most clearly implement the intention of
this Note and the Agreement.


 


4.5
Binding on
Successors. This Note will inure to the benefit of and be
binding upon each of the parties and their respective heirs,
executors, successors, and permitted assigns.


 


4.6
Amendment and
Waiver. This Note may not be amended, waived, discharged or
terminated except by a document executed by the party against whom
enforcement of the amendment, waiver, discharge or termination is
sought.

 


4.7
Maximum Interest.
In no event shall the amount of interest due or payable hereunder
exceed the maximum rate of interest allowed by applicable law, and
in the event any such payment is inadvertently paid by Borrower or
inadvertently received by the Lender or other holder hereof, then
such excess sum shall be credited as a payment of principal. It is
the express intent hereof that Borrower not pay and the Lender or
other holder not receive, directly or indirectly, in any manner
whatsoever, interest in excess of that which may be lawfully paid
by Borrower under applicable law.


 


4.8
Execution and
Authority. The undersigned executing this Note on behalf of
the Borrower and delivering it to the Lender hereby represents and
warrants that he does so with all corporate authority of the
Borrower, and in reliance upon the Lender’s execution of the
subscription agreement relating to the offer and sale of this Note
and the other Youngevity $10m
Offering 2019 Notes, and the accuracy and completeness of
the representations, warranties, and agreements of the Lender
contained therein.


 


BORROWER
AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A
COMPLETED COPY OF THIS SECURED PROMISSORY NOTE.

 


 


BORROWER:

 


 


Youngevity
International, Inc.


 


 

By: /s/ Dave Briskie


Dave
Briskie, President & CFO