New Age Beverages Corp Sample Contracts

New Age Beverages Corp – SECOND AMENDMENT And Waiver TO LOAN AND SECURITY AGREEMENT (October 11th, 2019)

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”).

New Age Beverages Corp – FIRST AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT (August 8th, 2019)

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”).

New Age Beverages Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG NEW AGE BEVERAGES CORPORATION BWR ACQUISITION CORP. AND BRANDS WITHIN REACH, LLC AND OLIVIER SONNOIS Dated as of May 30, 2019 AGREEMENT AND PLAN OF MERGER (June 4th, 2019)

This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 30, 2019 (the “Effective Date”), by and among Brands Within Reach, LLC. (“BWR”), a New York limited liability corporation and Olivier Sonnois as sole owner, Member and Manager of BWR (“Seller”), New Age Beverages Corporation, a Washington corporation (“NBEV” or “Buyer”), and BWR Acquisition Corp., a newly organized New York corporation that is wholly owned by Buyer (“Sub”) (Buyer together with Sub, BWR and Seller constitute the “Parties” and each individually a “Party”).

New Age Beverages Corp – FIXED TERM BUILDING LEASE AGREEMENT (May 9th, 2019)

The Lessor and the Lessee hereby enter into this Fixed Term Building Lease Agreement as follows (hereinafter, this "Agreement") with regard to the Lessor leasing of the building stated above (hereinafter, the "Building") to the Lessee, and this Agreement shall take effect on the condition that the Building is transferred to the Lessor pursuant to the Real Estate Purchase and Sale Agreement dated March 22, 2019 by and between the Lessor and the Lessee. IN WITNESS WHEREOF, two originals of this Agreement are created, and upon placing the names and seals of the Lessor and the Lessee, each shall retain one original hereof.

New Age Beverages Corp – LEASE OF SPACE OFFICE/WAREHOUSE SUMMARY OF BASIC LEASE TERMS (May 9th, 2019)

For avoidance of doubt, concurrent with Tenant's execution and delivery of this Lease, Tenant shall pay Landlord the following amounts:

New Age Beverages Corp – AT THE MARKET OFFERING AGREEMENT (April 30th, 2019)

New Age Beverages Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Manager”) as follows:

New Age Beverages Corp – LOAN AND SECURITY AGREEMENT (April 2nd, 2019)

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:

New Age Beverages Corp – GUARANTEE AND PLEDGE AGREEMENT (April 2nd, 2019)

This GUARANTEE AND PLEDGE AGREEMENT, dated as of March 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by New Age Health Sciences, Inc., NABC Properties, LLC, NABC, Inc., Morinda Holdings, Inc., Morinda, Inc., Tropical Resources, Inc., Morinda USA, Inc., Morinda Worldwide, Inc. and Morinda Japan GK (together with any additional Persons named pursuant to Section 6.5 below, each a “Guarantor” and collectively the “Guarantors”), in favor of East West Bank, a Delaware corporation (together with its Affiliates, successors, transferees and assignees, “Bank”).

New Age Beverages Corp – INTELLECTUAL PROPERTY SECURITY AGREEMENT (April 2nd, 2019)

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 29, 2019 by and among East West Bank (“Bank”), New Age Beverages Corporation (“Borrower”), New Age Health Sciences, Inc. (“New Age Health”), Morinda, Inc. (“Morinda” and together with New Age Health, “Grantors”).

New Age Beverages Corp – 2420 17th Street Denver, Colorado OFFICE SPACE LEASE BETWEEN 2420 17TH STREET LLC, a Delaware limited liability company AND NEW AGE BEVERAGES CORPORATION, a Washington corporation Date: JANUARY 21, 2019 (April 1st, 2019)

THIS LEASE is made as of the 21st day of January 2019, by and between 2420 17TH STREET LLC, a Delaware limited liability company, hereinafter called “Landlord,” and NEW AGE BEVERAGES CORPORATION, a Washington corporation, hereinafter called “Tenant.”

New Age Beverages Corp – PRODUCT & TRADEMARK LICENSE AGREEMENT (April 1st, 2019)

This PRODUCT & TRADEMARK LICENSE AGREEMENT (“Agreement”), entered into as of this January _14__, 2019 (“Effective Date”), the terms and conditions of which shall govern the grant by Docklight LLC a Nevada limited liability company (together with its affiliates, “Licensor”) of a limited license to use certain intellectual property rights to NABC, Inc a Washington corporation (herein “Licensee”) (herein, Licensor and Licensee are each a “Party,” and collectively, the “Parties”).

New Age Beverages Corp – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (March 1st, 2019)

On December 2, 2018, New Age Beverages Corporation (referred to interchangeably herein as the “Company” and “New Age”) entered into a Plan of Merger (the “Merger Agreement”) with Morinda Holdings, Inc., a Utah corporation (“Morinda”) and New Age Health Sciences Holdings, Inc., a newly formed Utah corporation and wholly owned subsidiary of the Company (“Merger Sub”). On December 21, 2018 (the “Closing Date”), the transactions contemplated by the Merger Agreement were completed. Merger Sub was merged with and into Morinda and Morinda became a wholly-owned subsidiary of the Company. This transaction is referred to herein as the “Merger.”

New Age Beverages Corp – Contract (March 1st, 2019)

Morinda Holdings, Inc. and Subsidiaries Consolidated Financial Statements as of and for the Years Ended December 31, 2017 and 2016, and Independent Auditors’ Report

New Age Beverages Corp – Contract (March 1st, 2019)

Morinda Holdings, Inc. and Subsidiaries Consolidated Financial Statements as of September 30, 2018 and December 31, 2017 and for the Nine-Month Periods Ended September 30, 2018 and 2017

New Age Beverages Corp – NEW AGE BEVERAGES ANNOUNCES AGREEMENT TO DEVELOP AND DISTRIBUTE MARLEY BRANDED CBD-INFUSED BEVERAGES (January 17th, 2019)

DENVER, COLORADO / ACCESSWIRE / January 16, 2019 / New Age Beverages Corporation (NASDAQ: NBEV), the Colorado and Utah-based organic and natural beverage company intending to become the world's leading healthy beverage company, today announced the signing of an agreement to develop and distribute Marley branded cannabis-infused beverages.

New Age Beverages Corp – NEW AGE BEVERAGES ANNOUNCES MERGER WITH MORINDA, INC., CREATING A COMBINED COMPANY WITH $300 MILLION IN REVENUE AND $20 MILLION IN EBITDA (December 3rd, 2018)

DENVER, COLORADO, December 3, 2018 - New Age Beverages Corporation (NASDAQ: NBEV), the Colorado-based healthy lifestyles company focused on becoming the world's leading healthy beverage company, today announced the signing of a definitive agreement to acquire Morinda Holdings, Inc., a Utah-based healthy lifestyles and beverage company with operations in more than 60 countries around the world.

New Age Beverages Corp – PLAN OF MERGER BY AND AMONG NEW AGE BEVERAGES CORPORATION, NEW AGE HEALTH SCIENCES HOLDINGS, INC. AND MORINDA HOLDINGS, INC. Dated as of December 2, 2018 PLAN OF MERGER (December 3rd, 2018)

THIS PLAN OF MERGER (this “Agreement”) is made and entered into as of December 2, 2018, by and among New Age Beverages Corporation, a Washington corporation (“NBEV”), New Age Health Sciences Holdings, Inc., a Utah corporation and a wholly-owned subsidiary of NBEV (“Merger Sub”), and Morinda Holdings, Inc., a Utah corporation (the “Company”). The undersigned Stockholder Representative joins solely for purposes of Section 1.10 and Section 1.11. The undersigned Stockholder Indemnifying Parties join solely for purposes of Section 5.8(c).

New Age Beverages Corp – UNDERWRITING AGREEMENT between NEW AGE BEVERAGES CORPORATION and ROTH CAPITAL PARTNERS, LLC And as Representatives of the Several Underwriters NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENT (November 13th, 2018)

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:

New Age Beverages Corp – AT THE MARKET OFFERING AGREEMENT September 24, 2018 (September 24th, 2018)

New Age Beverages Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Manager”) as follows:

New Age Beverages Corp – ARTICLES OF AMENDMENT OF NEW AGE BEVERAGES CORPORATION (September 24th, 2018)

Pursuant to RCW 23B.06.020, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation, as amended:

New Age Beverages Corp – EXCHANGE AGREEMENT (September 24th, 2018)

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”).

New Age Beverages Corp – NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENT 8,200,000 Shares of Common Stock (August 22nd, 2018)

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.”

New Age Beverages Corp – LOAN AND SECURITY AGREEMENT Dated as of August 10, 2018 between Siena Lending Group LLC, as Lender, New Age Beverages Corporation NABC, INC. NABC Properties, LLC New Age Health Sciences, Inc. as Borrower, (August 16th, 2018)

This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of August 10, 2018 among (1) SIENA LENDING GROUP LLC, together with its successors and assigns (“Lender”), (2) NEW AGE BEVERAGES CORPORATION, a Washington corporation (“Borrower 1”), NABC, INC., a Colorado corporation (“Borrower 2”) NABC PROPERTIES, LLC, a Colorado limited liability company (“Borrower 3”), NEW AGE HEALTH SCIENCES, INC., a Nevada corporation (“Borrower 4 and together with Borrower 1, Borrower 2, Borrower 3 and any other Person who from time to time becomes a borrower hereunder, individually and collectively as the context may require, “Borrower”). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.

New Age Beverages Corp – INTELLECTUAL PROPERTY SECURITY AGREEMENT (August 16th, 2018)

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”) made as of this 10th day of August, 2018 by NEW AGE BEVERAGES CORPORATION, a corporation organized under the laws of the State of Washington, and NEW AGE HEALTH SCIENCES, INC., a corporation formed under the laws of the State of Nevada (collectively, “Grantors” and each a “Grantor”), in favor of SIENA LENDING GROUP LLC, as lender (together with its successors and assigns, the “Lender”).

New Age Beverages Corp – COLLATERAL PLEDGE AGREEMENT (August 16th, 2018)

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”)

New Age Beverages Corp – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE 20, 2019 (June 21st, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of New Age Beverages Corporation, a Washington corporation (the “Company”), having its principal place of business at 1700 E. 68th Avenue, Denver, Colorado 80229, designated as its Senior Secured Convertible Promissory Note due June 20, 2019 (this “Note”, or collectively with the other Notes of such series, the “Notes”).

New Age Beverages Corp – SECURITIES PURCHASE AGREEMENT (June 21st, 2018)

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”).

New Age Beverages Corp – REGISTRATION RIGHTS AGREEMENT (June 21st, 2018)

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”).

New Age Beverages Corp – INTELLECTUAL PROPERTY SECURITY AGREEMENT (June 21st, 2018)

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of June 20, 2018, by New Age Beverages Corporation and New Age Health Sciences, Inc. (collectively, the “Grantors”), in favor of Dominion Capital LLC, as secured lender (the “Secured Lender”).

New Age Beverages Corp – SECURITY AGREEMENT (June 21st, 2018)

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”).

New Age Beverages Corp – UNDERWRITING AGREEMENT between NEW AGE BEVERAGES CORPORATION and EURO PACIFIC CAPITAL, INC., doing business as as Representative of the Several Underwriters NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENT (April 11th, 2018)

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 Euro Pacific Capital, Inc., doing business as A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

New Age Beverages Corp – NEW AGE BEVERAGES CORPORATION Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement (March 23rd, 2018)
New Age Beverages Corp – UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS For the years ended December 31, 2016 and 2015 and the six months ended June 30, 2017 (August 28th, 2017)

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.

New Age Beverages Corp – Marley Beverage Company, LLC Financial Statements For the Period January 1, 2017 to June 13, 2017 Marley Beverage Company, LLC Contents (August 28th, 2017)

We have reviewed the accompanying financial statements of Marley Beverage Company, LLC, which comprise the balance sheet as of June 13, 2017, and the related statements of operations, members’ deficit and cash flows for the period January 1, 2017 to June 13, 2017 and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

New Age Beverages Corp – Marley Beverage Company, LLC Financial Statements Years Ended December 31, 2016 and 2015 Marley Beverage Company, LLC (August 28th, 2017)

We have audited the accompanying financial statements of Marley Beverage Company, LLC (the “Company”) which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, changes in members’ deficit, and cash flows for the years then ended, and the related notes to the financial statements.