ex4-1





 











EXHIBIT 4.1



 



THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF, AND NO TRANSFER OF THIS PROMISSORY NOTE WILL BE MADE
BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 



18% SENIOR SECURED PROMISSORY NOTE

 

 


	
$1,000,000.00 

	
  Chula Vista,
California


	
 

	
   Issue Date: March
20, 2020







 


 


FOR VALUE RECEIVED, Youngevity
International, Inc., a Delaware corporation (the
“Company”), with its principal place of business at
2400 Boswell Road, Chula Vista, California 91914, its successors
and assigns (the “Company”), promises to pay to the
order of Daniel Mangless (“Payee”), having an address at
________________ ___________________________, the principal sum of
One Million Dollars ($1,000,000) on March 20, 2021 (the
“Maturity
Date”), "), together with interest on the principal
amount hereof at the rate of 18% per annum, payable quarterly, on
the last day of each calendar quarter, commencing on March 31,
2020. Payments on both principal and interest are to be made in
lawful money of the United States of America unless Payee agrees to
another form of payment.

 


1. This Note is
secured by and entitled to the benefit of a first priority lien
granted by the Company’s subsidiary, CLR Roasters, LLC, a
Florida limited liability company (“CLR”), on physical coffee and
related receivables of its coffee division, as set forth in a
Pledge and Security Agreement, dated as of the date hereof, by and
among the Payee, CLR and the Company (the “Pledge Agreement”), to which
Pledge Agreement reference is hereby made for a description of the
collateral accepted as security for this Note, and the nature and
extent of the security and the rights of the Payee.

 


2. This Note is one of
a series of up to Five Million ($5,000,000) of notes being issued
by and among the Company and certain note investors (the
“Investors”) as
part of a private offering to institutional and accredited
investors. This Note and all obligations hereunder, and the other
Notes issued as part of this series to the Investors and all
obligations thereunder, respectively, shall rank pari passu with each
other.

 


3. As used herein, a
“Default” means
a material default by the Company of this Note, the Note Purchase
Agreement dated the date hereof between the Company and Payee, or
the Pledge Agreement issued by the Company to Payee on the date
hereof. Amounts not paid when due hereunder shall bear interest
from the due date until such amounts are paid at the rate of
eighteen percent (18%) per annum; provided, however, that in the event such
interest rate would violate any applicable usury law, the default
rate shall be the highest lawful interest rate permitted under such
usury law. Upon the occurrence of a Default and receipt of written
notice by the Company from Payee of such Default, the principal and
interest due hereunder shall be immediately due and payable by the
Company to Payee.

 


4. Presentment,
demand, protest or notice of any kind are hereby waived by the
Company. The Company may not set off against any amounts due to
Payee hereunder any claims against Payee or other amounts owed by
Payee to the Company.

 


5. All rights and
remedies of Payee under this Note are cumulative and in addition to
all other rights and remedies available at law or in equity, and
all such rights and remedies may be exercised singly, successively
and/or concurrently. Failure to exercise any right or remedy shall
not be deemed a waiver of such right or remedy.

 


6. The Company agrees
to pay all reasonable costs of collection, including attorneys'
fees which may be incurred in the collection of this Note or any
portion thereof and, in case an action is instituted for such
purposes, the amount of all attorneys' fees shall be such amount as
the court shall adjudge reasonable.

 


7. This Note is made
and delivered in, and shall be governed, construed and enforced
under the laws of the State of California.

 


8. This Note shall be
subject to prepayment, at the option of the Company, in whole or in
part, at any time and from time to time, without premium or
penalty.

 


9. This Note or any
benefits or obligations hereunder may not be assigned or
transferred by the Company.

 


YOUNGEVITY
INTERNATIONAL, INC.


 


 


By:
/s/David
Briskie


David
Briskie


President