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.”
Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020Agreement and Plan of Merger • 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 9th, 2021 • NewAge, Inc. • Malt beverages • Utah
This Asset Purchase Agreement (this “Agreement”), dated as of August 20, 2021, is entered into between NewAge, Inc., a Delaware corporation, (“NewAge”) and its wholly-owned subsidiaries Morinda Holdings, Inc., a Utah corporation, (“Morinda Holdings”), Morinda, Inc., a Utah corporation (“Morinda”), and Tropical Resources, Inc., a Utah corporation (“Tropical”), jointly and severally as the “Sellers”, ““and TCI Co., Ltd., a company incorporated in Taiwan (“Buyer”).
SUBLEASE AGREEMENTSublease Agreement • November 9th, 2021 • NewAge, Inc. • Malt beverages
THIS SUBLEASE AGREEMENT (the “Sublease”), dated effective as of the 13th day of July, 2021, is made by and between NEWAGE, INC., a Washington corporation f/k/a New Age Beverages Corporation (the “Sublessor”), whose address is 2420 17th Street, Suite 2200, Denver, CO 80202 and CENTRAL BAG & BURLAP CO., a Colorado corporation (the “Sublessee”), whose address is 5601 N. Logan Street, Denver,
Re: Amended and Restated Agreement and Plan of Merger dated September 30, 2020Agreement and Plan of Merger • 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.
AMENDMENT AGREEMENTAmendment Agreement • November 9th, 2021 • NewAge, Inc. • Malt beverages
This AMENDMENT AGREEMENT (this “Agreement”) is dated as of August 13, 2021, and is between NewAge, Inc., a Delaware corporation (the “Company”), each of the Subsidiary Guarantors identified on the signature pages hereto (the “Subsidiary Guarantors”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral, LLC, a Delaware limited liability company, in its capacity as agent for the Purchasers (“Agent”). The Company, the Subsidiary Guarantors, the Purchasers and the Agent, are hereinafter sometimes collectively referred to as the “Parties” and each individually as a “Party”.
