COMMON STOCK PURCHASE WARRANT NewAge, Inc.Common Stock Purchase Warrant • December 1st, 2020 • NewAge, Inc. • 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
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”).
ContractSecurity Agreement • December 1st, 2020 • NewAge, Inc. • Malt beverages • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED TO A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2020 • NewAge, Inc. • Malt beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2020, between NewAge, Inc., a Washington corporation (the “Company”), each of the Subsidiary Guarantors from time to time party hereto, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
