COMMON STOCK PURCHASE WARRANT NewAge, Inc.NewAge, Inc. • February 17th, 2021 • Malt beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February __, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewAge, Inc., a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2021 • NewAge, Inc. • Malt beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2021 between NewAge, Inc., a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • NewAge, Inc. • Malt beverages
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 16, 2020, between NewAge, Inc., a Washington corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between NEW AGE BEVERAGES CORPORATION and ROTH CAPITAL PARTNERS, LLC And as Representatives of the Several Underwriters NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2018 • New Age Beverages Corp • Malt beverages • New York
The undersigned, New Age Beverages Corporation, a corporation formed under the laws of the State of Washington (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of New Age Beverages Corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT NewAge, Inc.NewAge, Inc. • December 1st, 2020 • Malt beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JGB Management, Inc., or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on December 1, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewAge, Inc., a Washington corporation, having its principal place of business at 2420 17th Street, Suite 220, Denver, CO 80202 (the “Company”), up to 750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Securities Purchase Agreement (as defined below) and capitalized terms used herein but not o
NEW AGE BEVERAGES CORPORATION Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementNew Age Beverages Corp • March 23rd, 2018 • Malt beverages • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2018 • New Age Beverages Corp • Malt beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2018, by and among New Age Beverages Corporation, a Washington corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 1st, 2020 • NewAge, Inc. • Malt beverages • New York
This SECURITY AGREEMENT, dated as of December 1, 2020 (as it may be amended or restated from time to time, this “Agreement”), is by and among NewAge, Inc., a Washington corporation (the “Company”), the Subsidiary Guarantors from time to time party hereto (such Subsidiary Guarantors, together with the Company, the “Debtors”), the holders of the Company’s 8.00% Original Issue Discount Senior Secured Notes due December 1, 2022, in the original aggregate principal amount of $32,432,000.00 (collectively, the “Notes”) that are signatories hereto (together with their endorsees, transferees and assigns, the “Purchasers”), and JGB Collateral, LLC, a Delaware limited liability company, in its capacity as agent for the Purchasers (“Agent” and collectively with the Purchasers, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT NewAge, Inc.NewAge, Inc. • December 1st, 2020 • Malt beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JGB Management, Inc., or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on December 1, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewAge, Inc., a Washington corporation, having its principal place of business at 2420 17th Street, Suite 220, Denver, CO 80202 (the “Company”), up to 750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Securities Purchase Agreement (as defined below) and capitalized terms used herein but not o
NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENT 8,200,000 Shares of Common StockUnderwriting Agreement • August 22nd, 2018 • New Age Beverages Corp • Malt beverages • New York
New Age Beverages Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 8,200,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 1,000,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONNew Age Beverages Corp • September 13th, 2016 • Malt beverages
Further to the Form 8-K dated June 30, 2016, on May 20, 2016, New Age Beverages Corporation ("NABC"), formerly known as Bucha, Inc., and American Brewing Company, Inc., a Washington corporation ("we" or the "Company"), entered into an Asset Purchase Agreement (the "Agreement") whereby the Company acquired substantially all of the operating assets of New Age Beverages, LLC, New Age Properties, LLC, Aspen Pure, LLC and Xing Beverage, LLC (collectively, "Xing"), which are companies engaged in the manufacture and sale of various teas and beverages (the "Acquisition"). On May 20, 2016, the parties executed the Asset Purchase Agreement for the Acquisition. On June 30, 2016 (the "Closing Date"), the parties executed the final exhibits and the Company transferred the purchase price and other consideration described in the Agreement, thereby closing the transaction.
AMENDED AND RESTATED AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 11th, 2020 • New Age Beverages Corp • Malt beverages • New York
Reference is made to the At the Market Offering Agreement (the “ATM Agreement”) dated April 30, 2019 between New Age Beverages Corporation, a Washington corporation (the “Company”) and Roth Capital Partners, LLC (the “Manager”). This letter constitutes an agreement (the “Agreement”) between the Company and the Manager to amend and restate the ATM Agreement, effective as of April 30, 2020, as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2018 • New Age Beverages Corp • Malt beverages
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Purchase Agreement”).
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS For the years ended December 31, 2016 and 2015 and the six months ended June 30, 2017New Age Beverages Corp • August 28th, 2017 • Malt beverages
Further to the Form 8-K dated June 13, 2017, on March 23, 2017, New Age Beverages Corporation (“we” or the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) whereby the Company acquired substantially all of the operating assets of Marley Beverage Company, LLC (“Marley”), which is a company engaged in the development, manufacturing, selling and marketing of nonalcoholic relaxation teas and sparkling waters, and ready to drink coffee drinks (the “Acquisition”). On June 13, 2017 (the “Closing Date”), the parties executed the Asset Purchase Agreement for the Acquisition.
SECURITY AGREEMENTSecurity Agreement • June 21st, 2018 • New Age Beverages Corp • Malt beverages • New York
This SECURITY AGREEMENT, dated as of June 20, 2018 (this “Agreement”), is by and among New Ages Beverages Corp. (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”) and the holder(s) of the Company’s Convertible Promissory Note (the “Note”) in the principal amount of $4,500,000 signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Lender”).
FUNDING AGREEMENT BETWEEN Nuwa Group LLC and American Brewing CompanyFunding Agreement • March 7th, 2014 • American Brewing Company, Inc. • Malt beverages • Washington
THIS FUNDING AGREEMENT (the “Agreement”) is dated as of the 15th day of May, 2013, by and among Nuwa Group LLC, a California Limited Liability Company located at 1415 Oakland Blvd. Suite 219, Walnut Creek, CA 94596 (“Nuwa Group”), and American Brewing Company, Inc. (the “Company”), which together are jointly and severally referred to as the “Party” or “Parties” as the context may require.
SOFTWARE LICENSING AND EXCLUSIVITY AGREEMENTSoftware Licensing and Exclusivity Agreement • November 9th, 2021 • NewAge, Inc. • Malt beverages
This Software Licensing and Exclusivity Agreement (the “Agreement”) is entered into as of September 2, 2021 (the “Effective Date”) and is between Kwikclick, Inc., a Delaware corporation (“Kwikclick”), and NewAge, Inc., a Delaware corporation (“NewAge”). Kwikclick and NewAge may be referred to herein individually as a “Party” or collectively as “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2022 • NewAge, Inc. • Malt beverages
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of March 11, 2022, by and between East West Bank, a California banking corporation (“Bank”) and NewAge, Inc., a Delaware corporation (“Borrower”).
EXCHANGE AGREEMENTExchange Agreement • September 24th, 2018 • New Age Beverages Corp • Malt beverages • Washington
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of September 20, 2018, is made by and between New Age Beverages Corporation, a Washington corporation (“Company”), and the holder of shares of common stock, $.001 par value per share of the Company (the “Common Stock”), signatory hereto (each a “Holder”).
FIRST AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2019 • New Age Beverages Corp • Malt beverages • New York
This FIRST AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) is made and entered into as of July 11, 2019 (the “First Amendment Effective Date”), by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”).
EMPLOYMENT AGREEMENTIndemnification Agreement • May 11th, 2020 • New Age Beverages Corp • Malt beverages • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between Gregory A. Gould (“Employee”) and New Age Beverages Corporation (the “Company”), effective as of May 8, 2020 (the “Effective Date”). For convenience, Employee and the Company together may be referred to as the “Parties” or each individually as a “Party.”
AGREEMENT AND PLAN OF MERGER among NEW AGE BEVERAGES CORPORATION, and ARIEL MERGER SUB, LLC, and ARIIX, LLC, THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES HERETO, and FREDERICK W. COOPER, as Sellers Agent Dated as of July 20, 2020Agreement and Plan of Merger • July 20th, 2020 • New Age Beverages Corp • Malt beverages • Utah
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of July 20, 2020, by and among New Age Beverages Corporation, a Washington corporation (“Parent”), Ariel Merger Sub, LLC, a Utah limited liability company (“Merger Sub”), Ariix, LLC, a Utah limited liability company (the “Company”), certain voting members and managers of the Company who are listed on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Frederick W. Cooper, in his capacity as Sellers Agent hereunder (“Sellers Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2019 • New Age Beverages Corp • Malt beverages • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 29, 2019 (the “Effective Date”), between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 2nd, 2015 • American Brewing Company, Inc. • Malt beverages • California
This Asset Purchase Agreement (this "Agreement") is entered into as of April 1, 2015 (the "Closing Date"), by and among B&R Liquid Adventure, LLC, a California limited liability company ("B&R"), and American Brewing Company, Inc., a Washington corporation ("ABC"), both of whom may be referred to individually as "Party" or collectively as "Parties".
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • June 30th, 2016 • American Brewing Company, Inc. • Malt beverages • Colorado
PROMISSORY NOTE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the "Note"), dated as of June 30, 2016, by and among Bucha, Inc., a Washington corporation ("Bucha"), NABC, Inc., a Colorado Corporation ("NABC") and NABC Properties, LLC, a Colorado limited liability company ("NABC Properties" and together with Bucha and NABC, collectively, the "Borrower"), the lenders party hereto (the "Lenders") and Daniel M. Carney, as agent for the Lenders (in such capacity, the "Agent").
Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020Letter Agreement • November 16th, 2020 • NewAge, Inc. • Malt beverages
This letter agreement (this “Agreement”) is made by the undersigned under the Amended and Restated Agreement and Plan of Merger dated September 30, 2020 (the “Merger Agreement”), by and among NewAge, Inc., a Washington corporation (“Parent”), Ariel Merger Sub, LLC, a Utah limited liability company, Ariel Merger Sub 2, LLC, a Utah limited liability company, Ariix, LLC, a Utah limited liability company (the “Company”), the “Sellers” identified therein, and Frederick W. Cooper solely in his capacity as Sellers Agent thereunder (“Sellers Agent”). This Agreement waives certain provisions in and amends the Merger Agreement. Capitalized terms used but not defined in this Agreement have the respective meanings set forth in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2021 • NewAge, Inc. • Malt beverages • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between Kevin Manion (“Employee”) and NewAge, Incorporated (the “Company”), effective as of July 19, 2021 (the “Effective Date”). For convenience, Employee and the Company together may be referred to as the “Parties” or each individually as a “Party.”
Denver, Colorado OFFICE SPACE LEASE BETWEEN a Delaware limited liability company AND NEW AGE BEVERAGES CORPORATION, a Washington corporation Date: JANUARY 21, 2019Office Space Lease • April 1st, 2019 • New Age Beverages Corp • Malt beverages • Colorado
Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020Letter Agreement • November 9th, 2021 • NewAge, Inc. • Malt beverages
This letter agreement (this “Agreement”) is made by the undersigned under the Amended and Restated Agreement and Plan of Merger dated September 30, 2020 (as amended by the letter agreement dated November 16, 2020, the “Merger Agreement”), by and among NewAge, Inc., (“Parent”), Ariel Merger Sub, LLC, Ariel Merger Sub 2, LLC, Ariix, LLC, the “Sellers” identified therein, and Frederick W. Cooper solely in his capacity as Sellers Agent thereunder (“Sellers Agent”). Capitalized terms used but not defined in this Agreement have the respective meanings set forth in the Merger Agreement.
COLLATERAL PLEDGE AGREEMENTCollateral Pledge Agreement • August 16th, 2018 • New Age Beverages Corp • Malt beverages • New York
This Collateral Pledge Agreement (this “Agreement”) dated as of August 10, 2018, is made by NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Pledgor”), with an address at 1700 E 68th Avenue, Denver, CO in favor in favor of SIENA LENDING GROUP LLC (as originating lender, and after the Closing Date as servicer for affiliated assignee, Siena Funding LLC, a Delaware limited liability company (“Siena Funding”), and together with Siena Funding the “Lender” under the Loan Agreement (defined below), and herein referred to as the “Secured Party”)
TRANSACTION TEAMAsset Purchase Agreement • October 5th, 2015 • American Brewing Company, Inc. • Malt beverages • Washington
This Asset Purchase Agreement (this "Agreement"), dated as of September 30, 2015 (the "Effective Date"), is entered into between AMBREW, LLC, a Washington limited liability company ("Buyer") and AMERICAN BREWING COMPANY, INC., a Washington corporation ("Seller").
THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2020 • New Age Beverages Corp • Malt beverages • New York
This THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made and entered into as of March 13, 2020, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”).
SECOND AMENDMENT And Waiver TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2019 • New Age Beverages Corp • Malt beverages • New York
This SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is made and entered into as of October 9, 2019, by and between EAST WEST BANK, a Delaware corporation (“Bank”), and NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower”).
CREDIT AGREEMENTCredit Agreement • December 22nd, 2016 • New Age Beverages Corp • Malt beverages • Colorado
THIS AGREEMENT made this 30th day of June, 2016, by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”), and NABC PROPERTIES, LLC, a Colorado limited liability company (“Borrower”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 29th, 2020 • NewAge, Inc. • Malt beverages • Colorado
This Membership Interest Purchase Agreement (this “Agreement”), dated as of September 24, 2020, is entered into between NewAge, Inc., a Washington corporation (“Seller”) and Zachert Private Equity GmbH, a German limited liability company (“Buyer”).
