UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 18, 2022
YOUNGEVITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38116 |
90-0890517 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
2400 Boswell Road, Chula Vista, CA 91914
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 934-3980
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 18, 2022, Crestmark Bank (“Crestmark”) issued to Youngevity International, Inc. (the “Company”) a notice regarding certain Defaults, as defined in the Amended and Restated Loan and Security Agreement dated November 16, 2017, by and between Crestmark, CLR Roasters, LLC (“Borrower”) and the Company, Stephan R. Wallach and David Briskie, as Guarantor (the “Guarantors”), as amended (the "Loan Agreement'), existing under the Loan Agreement and Loan Documents (as defined in the Loan Agreement). The Loan Documents include a Second Amended and Restated Promissory Note issued to Crestmark Bank on January 19, 2022, in the principal amount of $3,000,000 (the “Second Amended and Restated Promissory Note”). The Defaults were stated to include, but not be limited to, Borrower's failure to provide the quarter1y Management Prepared Financial Statements for the quarters ended September 30, 2021, and December 31, 2021, as set forth in Section 13 of the Schedule to the Loan Agreement. As a result of these Defaults, Crestmark has the right to charge the Extra Rate defined in, the Loan Documents, and had the right to accelerate the indebtedness, and to enforce any other right or remedy set forth in the Loan Documents and under applicable law.
On April 4, 2022, the Company, Borrower and the Guarantors entered into a Forbearance Agreement with Crestmark (the “Forbearance Agreement”) pursuant to which Crestmark agreed to forbear from collection action under the Loan Documents until the earlier of June 30, 2022, or the occurrence of a new Default.
A copy of the Loan Agreement, as amended, the Second Amended and Restated Promissory Note and the Forbearance Agreement are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit Number |
Description | |
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Loan and Security Agreement with Crestmark Bank and related schedules dated November 16, 2017 (incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, File No. 000-54900, filed with the Securities and Exchange Commission on March 30, 2018) |
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Amendment No. 1 to the Loan and Security Agreement with Crestmark Bank, dated December 29, 2017 (incorporated herein by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, File No. 000-54900, filed with the Securities and Exchange Commission on March 30, 2018) |
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Amendment No.2 to the Loan and Security Agreement with Crestmark Bank, dated January 19, 2022 |
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Second Amended and Restated Promissory Note issued to Crestmark Bank, dated January 19, 2022 |
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Forbearance Agreement with Crestmark Bank, dated April 4, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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YOUNGEVITY INTERNATIONAL, INC. |
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Date: May 2, 2022 |
By: /s/ David Briskie |
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Name: David Briskie |
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Title: President and Chief Investment Officer |
Exhibit 10.3
AMENDMENT NO. 2 TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment No. 2 to the Amended and Restated Loan and Security Agreement ("Amendment") is made this 19th day of January, 2022, by and between CRESTMARK, A DIVISION OF METABANK, NATIONAL ASSOCIATION, whose address is 5480 Corporate Drive, Suite 350, Troy, Michigan 48098 ("Crestmark"), as assignee of Crestmark Bank, CLR ROASTERS, LLC, a Florida limited liability company, whose chief executive office is located at 2131 N.W. 72nd Avenue, Miami, Florida 33122 ("Borrower"), and YOUNGEVITY INTERNATIONAL, INC., a Delaware corporation, whose address is 2400 Boswell Rd., Chula Vista, CA 91914, STEPHAN R. WALLACH, an individual with an address at 12 Spinnaker Way, Coronado, CA 92118 and DAVID BRISKIE, an individual with an address at 415 Hendricks Isle, Fort Lauderdale, FL 33301 (individually and collectively referred to as "Guarantor"). This amends that certain Amended and Restated Loan and Security Agreement executed November 16, 2017, as amended by Amendment No. 1 dated December 29, 2017 (as so amended, the "Agreement").
BACKGROUND:
The parties have executed the Agreement and Loan Documents;
The Borrower and Guarantor are indebted and/or obligated to Crestmark without offset or deduction pursuant to the Agreement and the Loan Documents all of which are in full force and effect; and
Borrower, Crestmark, and Guarantor, desire to modify and amend certain terms, conditions, covenants and obligations contained in the Agreement and the Loan Documents, including, as set forth below.
Accordingly, the parties agree as follows:
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1. |
DEFINED TERMS: |
Capitalized terms that are not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
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2. |
AMENDMENT AND MODIFICATION TO THE AGREEMENT: |
A. The text contained in Section 2 of the Schedule to the Agreement prior to the text that reads, ""Eligible Accounts" means and includes those Accounts, unless otherwise approved by Crestmark which:" is hereby deleted in its entirety, and in lieu thereof, the following is inserted:
"2. LOAN: LOAN ADVANCES.
Advance Formula: Advances of the Loan may be measured against a percentage of Eligible Accounts.
The Loan Amount may not exceed an amount which is the lesser of:
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(a) |
Three Million and 00/100 Dollars ($3,000,000.00) ("Maximum Amount"); or |
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(b) |
the sum of: |
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(i) |
up to eighty-five percent (85%) of Eligible Accounts; PLUS |
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(ii) |
the lesser of One Million and 00/100 Dollars ($1,000,000.00) or fifty percent (50%) of Eligible Inventory, or fifty percent (50%) of (i) above. |
(subparagraphs (i) - (ii) are collectively the "Advance Formula").
Crestmark in its sole discretion may raise or lower any percentage advance rate with respect to the Advance Formula."
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3. |
REAFFIRMATION Of GUARANTY: |
As a specific inducement to Crestmark to enter into the Agreement, YOUNGEVITY INTERNATIONAL, INC. has executed a Corporate Guaranty dated November 16, 2017 ("CG"), STEPHEN R. WALLACH, has executed a Personal Guaranty dated November 16, 2017 ("PG"), and DAVID BRISKIE has executed a Guaranty of Validity dated November 16, 2017 ("VG" and together with the CG and the PG, individually and collectively, the "Guaranty"). Guarantor hereby acknowledges and agrees to the amendments and modification set forth above and reaffirms the Guaranty with respect to all liabilities, obligations and the Indebtedness therein guaranteed as herein amended and modified. Guarantor further acknowledges that Guarantor remains liable in accordance with the terms of the Guaranty without offset or counterclaim. Each Guarantor also acknowledges and agrees that each Guarantor's liability under its respective Guaranty is as set forth in the Guaranty. The CG further acknowledges and agrees that its Guaranty is secured by a security interest in all of its assets, and that such interest is in full force and effect.
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4. |
EXPENSES: |
In consideration of the extension of the Loan and the execution of this Amendment, Borrower will pay Crestmark a fee of $2,500.00, which fee is fully earned as of the date hereof, and non refundable. Borrower will promptly pay all expenses, fees and costs incurred by Crestmark with respect to the preparation, execution, and delivery of this Amendment, and all other documents contemplated herewith, including reasonable attorneys' fees.
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5. |
NO WAIVER: |
Borrower acknowledges that the execution of this Amendment does not constitute a waiver or cure of any Default, whether matured or otherwise, if any, that previously existed or now exists under the Agreement or any Loan Document. By execution of this Amendment, Crestmark will not be deemed to have waived any of its rights or remedies under the Agreement or any Loan Document.
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6. |
SURVIVAL, REAFFIRMATION, AND NO DEFENSES: |
Each undersigned Borrower and Guarantor agrees, in all capacities in which the signatory has executed the Agreement or any of the Loan Documents, as follows:
A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations and warranties contained in the Agreement and the Loan Documents are true and correct, continue to be satisfied in all respects and are legal, valid and binding obligations. The undersigned hereby ratify, agree to and confirm the Agreement and the Loan Documents and consent to and acknowledge this Amendment.
B. That payment of the Indebtedness is the valid obligation of Borrower and Guarantor and, as of the date hereof, Borrower and Guarantor have absolutely no defenses,
claims, rights of set-off or counterclaims against Crestmark or the payment of the Indebtedness. This Amendment shall not impair the rights, remedies and Collateral given in the Agreement and the Loan Documents.
C. That the liability of the undersigned howsoever arising or provided for in the Agreement and the Loan Documents is hereby reaffirmed.
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7. |
RELEASE: |
In consideration of Crestmark executing this Amendment, Borrower and Guarantor do each hereby release and discharge Crestmark of and from any and all claims, harm, causes of action, liabilities, injuries, expenses (including attorneys' fees) and damages of any and every kind, known or unknown, legal or equitable, which Borrower or Guarantor have against Crestmark from the date of Borrower's and Guarantor's first contact with Crestmark up to the date of this Amendment. Borrower and Guarantor confirm to Crestmark that they have reviewed the effect of this release with legal counsel of their choice, or have been afforded the opportunity to do so, prior to the execution of this Amendment and each acknowledges and agrees that Crestmark is relying upon this release in executing this Amendment.
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8. |
CONFIRMATION OF LIEN UPON COLLATERAL: |
The Borrower acknowledges and agrees that pursuant to the terms of the Agreement, the obligations of the Borrower and the Indebtedness are secured by a first priority lien and security interest in the Collateral (as defined in the Agreement). The Collateral is and shall remain subject to and encumbered by the lien, charge, and encumbrance of the Agreement, and nothing contained herein shall affect or be construed to affect the lien or encumbrance created by the Agreement or the priority thereof.
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9. |
NO ORAL MODlFlCATION: |
This Amendment may only be altered or modified by written instrument duly executed by Borrower and Crestmark.
[signatures on next page]
The parties hereto have executed this Agreement the day and year first appearing above.
"CRESTMARK"
CRESTMARK, A DIVISION OF METABANK, NATIONAL ASSOCIATION
By: /s/ Susan M. Hickey
Name: Susan M. Hickey
Its: First Vice President
"BORROWER"
CLR ROASTERS, LLC,
a Florida limited liability company
By: /s/ David Briskie
Name: David Briskie
Its: Manager
By: /s/ Ernesto G. Aguila
Name: Ernesto G. Aguila
Its: Manager
By signing below, Guarantor acknowledges it has read and understands the Agreement and agrees to all of its terms.
"GUARANTOR"
YOUNGEVITY INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Stephan R. Wallach
Name: Stephan R Wallach
Its: CEO
/s/ Stephan R. Wallach
Stephan R Wallach, individually
/s/ David Briskie
David Briskie, individually
Exhibit 10.4
SECOND AMENDED AND RESTATED PROMISSORY NOTE
Principal Amount; $3,000,000.00
Troy, Michigan
Original Note Dated: November 16, 2017
Amended and Restated Note Dated: December 29, 2017
Second Amended and Restated Note Dated: January 19, 2022
This Second Amended and Restated Promissory Note ("Note") is made by the Borrower who has signed this Note. The Borrower promises to pay to the order of CRESTMARK, A DIVISION OF METABANK, NATIONAL ASSOCIATION ("Crestmark"), as assignee of Crestmark Bank, ON DEMAND, at its offices located at 5480 Corporate Drive, Suite 350, Troy, Michigan 48098 or at such other place as Crestmark or the person that then holds this Note designates in writing, the principal amount set forth above or such lesser or greater amount as may then be due under the Agreement (as defined below), plus interest, fees and expenses as hereinafter provided. All payments that are made must be made in lawful money of the United States of America in immediately available funds. Borrower does not have any right to offset, deduction, or counterclaim from the amount due.
This Note is referred to in and was delivered pursuant to the Amended and Restated Loan and Security Agreement dated November 16, 2017 (as the same may have been amended, restated or otherwise modified and as may be further amended, restated, or otherwise modified, the "Agreement") between Borrower and Crestmark under which Advances, repayment and further Advances may be made from time to time, pursuant to the provisions of the Agreement. Reference is made to the Agreement for additional terms relating to this Note and the security given for this Note. Any capitalized terms used in this Note, if not defined in this Note, will have the meanings assigned to such terms in the Agreement.
The outstanding principal balance of this Note will bear interest based upon a year of 360 days with interest being charged for each day the principal amount is outstanding including the date of actual payment. The interest rate will be a rate which is equal to two and one-half (2.50%) percentage points in excess of that rate shown in the Wall Street Journal as the prime rate (the "Effective Rate"). Interest on this Note will change with each change in the prime rate so published. If at any time Crestmark either abandons the use of the Wall Street Journal prime rate or the Wall Street Journal prime rate is no longer published, then Crestmark will establish a similar replacement rate in its sole discretion. Notwithstanding the foregoing, at no time will the Effective Rate be less than six and three-quarters percent (6.75%) per annum.
Borrower must pay interest on the principal amount which is outstanding each month in arrears commencing on the first day of the month following the funding of the transaction, and continuing on the first day of each month thereafter until the Obligations are fully paid. If the Agreement so provides, interest will also be payable at the same rate on all other sums constituting Obligations. If any payment is due on a day which Crestmark is not open for business, then payments will be made on the next business day. Payments will be applied in the manner provided in the Agreement. If Borrower at any time pays less than the amount then due, Crestmark may accept such payment, but the failure to pay the entire amount due is a Default. The (i) failure of Borrower to comply with the provisions of the Agreement or (ii) failure to pay the Obligations following demand will permit Crestmark to charge the Extra Rate. The "Extra Rate" shall mean the Effective Rate plus eight percent (8.00%) per annum.
Should Borrower make any payment by mail, the payment must be actually received by Crestmark before the payment is credited but payment is still subject to the Clearance Days as defined in the Schedule to the Agreement. Borrower assumes all risk resulting from non-delivery or delay, in delivery of any payment no matter how the payment is delivered.
If Borrower elects to prepay this Note and/or terminate the Agreement, Borrower may do so, but only upon payment of all the Obligations, including the Exit Fee set forth in the Schedule.
It is the intent of the parties that the rate of interest and other charges to Borrower under this Note shall be lawful; therefore, if for any reason the interest or other charges payable hereunder are found by a court of competent jurisdiction, in a final determination, to exceed the limit Crestmark may lawfully charge Borrower, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be credited to the outstanding principal balance of this Note, or if no such amount is outstanding, refunded to Borrower.
This Note amends and restates in its entirety that certain Amended and Restated Promissory Note dated December 29, 2017 executed by Borrower in favor of Crestmark. This Note does not constitute a novation or extinguishment of the existing indebtedness evidenced by said promissory note and said indebtedness is still outstanding.
Borrower waives any obligation of Crestmark to present this Note for payment or to give any notice of nonpayment or notice of protest and any other notices of any kind. The liability of the Borrower is absolute and unconditional, without regard to the liability of any other party.
If this Note is signed by two or more parties, the obligations and undertakings under this Note shall be that of all and any two or more jointly and also each severally.
CLR ROASTERS, LLC,
a Florida limited liability company
By: /s/ David Briskie
Name: David Briskie
Its: Manager
By: /s/ Ernesto G. Aguila
Name: Ernesto G. Aguila
Its: Manager
Exhibit 10.5
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT (the "Agreement") is made as of the 4th day of April, 2022 (the "Effective Date"), by and between CRESTMARK, A DIVISION OF METABANK, NATIONAL ASSOCIATION, formerly known as Crestmark, a division of MetaBank, as assignee of Crestmark Bank ("Crestmark"), CLR ROASTERS, LLC, a Florida limited liability company ("Borrower''), and YOUNGEVITY INTERNATIONAL, INC., a Delaware corporation ("Youngevity''), STEPHAN R. WALLACH, an individual ("Wallach"), and DAVID BRISKlE, an individual ("Briskie", and together with Youngevity and Wallach, individually and collectively, the "Guarantor").
RECITALS:
A. Borrower and Crestmark entered into that certain Amended and Restated Loan and Security Agreement dated as of November 16, 2017 (as amended, the "Loan Agreement") pursuant to which Crestmark made a loan in the original principal amount of $3,000,000.00 (the "Loan"), which Loan is evidenced by, among other documents, that certain Amended and Restated Promissory Note dated January 19, 2022 (the "Note").
B. Youngevity executed a Corporate Guaranty dated November 16, 2017, Wallach executed a Personal Guaranty dated November 16, 2017 and Briskie executed a Guaranty of Validity dated November 16, 2017 (collectively, the "Guaranty").
C. The Loan Agreement, the Note, the Guaranty and all other documents executed in connection with the Loan shall be known collectively as the "Loan Documents". Unless defined herein, all capitalized terms used herein shall have the meaning set forth in the Loan Documents.
D. Borrower is in default to Crestmark because Borrower failed to provide the quarterly Management Prepared Financial Statements for the quarters ended
September 30, 2021 and December 31, 2021, as set forth in Section 13 of the Schedule to the Loan Agreement, in direct violation of the Loan Agreement (the "Existing Defaults"). Crestmark notified Borrower and Guarantor of the Existing Defaults in the Notice of Default dated February 18, 2022.
E Notwithstanding the Existing Defaults and without any obligation to do so and without waiving or relinquishing any rights or remedies, Crestmark agrees to forbear from collection action under the Loan Documents and applicable law until the Termination Date (as defined herein), provided there is no Forbearance Event Default (as defined below) and subject to Borrower’s and Guarantor’s compliance with the requirements and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements, the parties agree as follows:
1. Governing Provisions. The future administration of Borrower's and Guarantor's obligations to Crestmark shall continue to be governed by the covenants, terms and conditions of the Loan Documents, except to the extent superseded, amended, modified or supplemented by this Agreement.
2. Indebtedness. All amounts due from Borrower to Crestmark, whether now or in the future, under the Loan Documents shall be known in the aggregate as the "Indebtedness". The Indebtedness as of April 1, 2022 is $1,920,172., exclusive of any reasonable costs, expenses and reasonable attorneys' foes which Crestmark has incurred, and for which the Loan Documents provide that Borrower is responsible.
3. Acknowledgment of the Indebtedness, Recitals, Enforceability of Loan Documents and the Existing Defaults. Borrower and Guarantor each acknowledge and agree:
A. To the amount, validity and enforceability of the Indebtedness;
B. To the validity and enforceability of the Loan Documents;
C. To the existence of the Existing Defaults; and
D. That the Recitals herein are true and correct.
4. Forbearance Event of Default. A "Forbearance Event of Default'' shall exist if any one or more of the following events shall hereafter occur:
A. Any breach of or default of performance of any of the terms, conditions, warranties or representations set forth in this Agreement; and
B. The occurrence of any default as set forth in the Loan Documents, except as otherwise identified above or modified herein.
5. Forbearance Terms. Crestmark agrees to temporarily forbear from exercising its rights under the Loan Documents; provided, however, Borrower and Guarantor adhere to the following:
A. On or before the Termination Date, make full and irrevocable repayment of the Loan and all Indebtedness then outstanding thereunder to Crestmark by replacement financing from another lender or otherwise.
6. Discretionary Funding. Borrower and Guarantor acknowledge that the Loan Documents provide for a discretionary lending arrangement and agree that Crestmark has no obligation to lend against any Eligible Account or Eligible Inventory or to make any further Advances to Borrower, and that any future Advances made by Crestmark will not be deemed to be a waiver of the Existing Defaults or any other events of default.
Provided that there is no forbearance Event of Default, Crestmark may make discretionary Advances in accordance with the revised Advance Formula described below which replaces the Advance Formula in the Loan Agreement:
Advance Formula: Advances of the Loan may be measured against a percentage of Eligible Accounts and Eligible Inventory.
The Loan Amount may not exceed an amount which is the lesser of:
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(a) |
Three Million and 00/100 Dollars ($3,000,000.00) ("Maximum Amount"); or |
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(b) |
the sum of: |
(i) Up to eighty-five percent (85%) of Eligible Accounts; PLUS
(ii) the lesser of (x) Two Hundred Thousand and 00/100 Dollars ($200,000.00), which shall reduce weekly on Friday of each week by Twenty-Five Thousand and 00/100 Dollars ($25,000.00) until it has been reduced to Zero Dollars ($0.00) where it shall remain, or (y) fifty percent (500/o) of Eligible Inventory, or (z) fifty percent (50%) of above.
(subparagraphs (i) - (ii) are collectively the "Advance Formula").
Crestmark in its sole discretion may raise or lower any percentage advance rate with respect to the Advance Formula.
7. Ineligible Account Debtors: As of the Effective Date of this Agreement and at all times thereafter, any Accounts from the following Account Debtors shall be deemed ineligible: H&R Coffee Export Group Corp. and Rothfos Corporation.
8. Waiver and Release of All Claims and Defenses. In consideration of Crestmark executing this Agreement, Borrower and Guarantor do each hereby release and discharge Crestmark of and from any and all claims, harm, causes of action, liabilities, injuries, expenses (including attorneys' fees) and damages of any and every kind, known or unknown, legal or equitable, which Borrower or Guarantor have against Crestmark from the date of Borrower's and Guarantor's first contact with Crestmark up to the date of this Agreement. Borrower and Guarantor confirm to Crestmark that they have reviewed the effect of this release with legal counsel of their choice, or have been afforded the opportunity to do so, prior to the execution of this Agreement and each acknowledges and agrees that Crestmark is relying upon this release in executing this Agreement.
9. Termination Date. The Termination Date shall be the earlier of a Forbearance Event of Default or June 30, 2022.
10. Guaranty Agreement. As a specific inducement to Crestmark, and in consideration of Crestmark's reliance hereon, Guarantor hereby acknowledges and agrees to the terms and conditions of this Agreement and reaffirms its Guaranty.
11. Crestmark's Expenses. Borrower and Guarantor shall pay to Crestmark, and in demand all of Crestmark's reasonable out-of-pocket expenses, including but not limited to its reasonable attorney's fees.
12. Additional Documents. Borrower and Guarantor shall execute any and all additional documents requested by Crestmark to evidence or effectuate the financial arrangements contemplated herein or contemplated in the Loan Documents.
13. No Waiver or Promise. Notwithstanding Crestmark's expression of willingness to discuss the possibility of forbearance on the terms and conditions stated herein, no written or verbal communication or action by Crestmark is, nor should it be construed as, a waiver of any defaults, claims, rights or remedies, or as a promise, agreement or representation of any kind, express or implied, on the part of Crestmark to make other financial accommodations, or to forbear, postpone or refrain from taking any action with respect to the Loan Documents except as provided for in this Agreement. Borrower and Guarantor acknowledge, understand and agree that Crestmark is under no duty or obligation of any kind whatsoever to extend or grant them any further period of forbearance, and no representations have been made to Borrower or Guarantor regarding any likelihood that any extension or continued forbearance will be granted.
14. Miscellaneous. Nothing in this Agreement is intended or shall be deemed to modify any of Crestmark's rights, if any, as a shareholder of Borrower.
15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Forbearance Agreement effective as of the date first stated above.·
"CRESTMARK"
CRESTMARK, A DIVISION OF METABANK, NATIONAL ASSOCIATION
By: /s/ Joseph Zayas
Name: Joseph Zayas
Its: Vice President
"BORROWER"
CLR ROASTERS, LLC,
a Florida limited liability company
By: /s/ David Briskie
Name: David Briskie
Its: Manager
By: /s/ Ernesto G. Aguila
Name: Ernesto G. Aguila
Its: Manager
"GUARANTOR"
By: /s/ Stephan R. Wallach_____
Name: Stephan R Wallach, an individual
By: /s/ David Briskie
Name: David Briskie, an individual
YOUNGEVITY INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Stephan R. Wallach
Name: Stephan R Wallach
Its: CEO