Exhibit 10.1
YOUNGEVITY INTERNATIONAL, INC.
CONFIDENTIAL SUBSCRIPTION AGREEMENT
THE SECURITIES BEING OFFERED BY YOUNGEVITY INTERNATIONAL, INC. HEREUNDER HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR
APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION
FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
RESTRICTIONS ON TRANSFER CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.
ALL INVESTORS WILL BE REQUIRED TO REPRESENT IN WRITING TO THE COMPANY THAT THEY
ARE AN ACCREDITED INVESTOR AS THAT TERM IS DEFINED IN SECTION 2(a) (15) OF THE
1933 ACT AND IN RULE 501(a) OF REGULATION D UNDER THE 1933 ACT. SUBSCRIPTIONS
WILL BE ACCEPTED ONLY FROM PERSONS DEEMED ELIGIBLE UNDER THE CRITERIA SET FORTH
IN THIS DOCUMENT. THIS DOCUMENT CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM
IT IS DELIVERED BY THE COMPANY OR ITS PLACEMENT AGENT. THE COMPANY RESERVES THE
RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON OR FOR NO REASON, WHETHER OR NOT
FUNDS HAVE BEEN RECEIVED BY THE COMPANY.
THIS CONFIDENTIAL SUBSCRIPTION AGREEMENT HAS BEEN PREPARED FOR DISTRIBUTION TO A
LIMITED NUMBER OF PERSONS (EACH AN "INVESTOR") WHO ARE ACCREDITED INVESTORS AS
DEFINED IN REGULATION D UNDER THE 1933 ACT TO ASSIST THEM IN EVALUATING A
PROPOSED INVESTMENT IN THE SECURITIES. THE COMPANY HAS NOT AUTHORIZED USE OF THE
INFORMATION CONTAINED IN THIS CONFIDENTIAL SUBSCRIPTION AGREEMENT FOR ANY OTHER
PURPOSE. BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, YOU ARE ACKNOWLEDGING THE
CONFIDENTIAL AND PROPRIETARY NATURE OF THIS INFORMATION, AND YOU AGREE TO
MAINTAIN CONFIDENTIALITY OF SUCH INFORMATION. YOU MAY NOT COPY OR REPRODUCE THIS
SUBSCRIPTION AGREEMENT, IN WHOLE OR IN PART. NOR MAY YOU DISCLOSE THE CONTENTS
OF THIS SUBSCRIPTION AGREEMENT TO ANY PERSON OTHER THAN YOUR LEGAL, ACCOUNTING,
AND FINANCIAL ADVISORS WHO MAY ASSIST YOU. EACH ADVISOR WHO BECOMES AWARE OF THE
INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT SHALL BE SUBJECT TO THE
SAME RESTRICTIONS ON USE OF THE INFORMATION CONTAINED HEREIN.
THE SECURITIES OFFERED BY THE COMPANY INVOLVE A VERY HIGH DEGREE OF RISK AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.
THIS OFFERING HAS NOT BEEN REVIEWED BY, AND THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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SUBSCRIPTION
This Subscription Agreement is offered (the "Offering") for the purpose of you
considering the purchase of the Securities (being a 6% convertible promissory
notes and shares of Youngevity International, Inc. common stock) described in
the Youngevity International, Inc. (the "Company')- Principal Terms (the "Term
Sheet") to which this Subscription Agreement is attached. All terms not defined
herein are defined in the Term Sheet. If after reviewing this Subscription
Agreement and other relevant documents with your legal, financial, tax, and
investment