ContractNew Leaf Brands, Inc. • January 26th, 2011 • Bottled & canned soft drinks & carbonated waters
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 REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
ContractNew Leaf Brands, Inc. • January 26th, 2011 • Bottled & canned soft drinks & carbonated waters
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 REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters
This Amendment (this “Amendment”) to that certain Asset Purchase Agreement dated September 9, 2008 (the “Agreement”) is entered into by and between New Leaf Brands, Inc., a Nevada corporation (“Company””), Baywood New Leaf Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Company (“Subsidiary”), Skae Beverage International, LLC, a Delaware limited liability company (“Beverage”), and Eric Skae, an individual (“Skae”). Company, Subsidiary, Beverage and Skae are each referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • January 26th, 2011 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made as of the___th day of January 2011, by and between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and each of the purchasers listed on the signature pages hereto (collectively, the “Investors”).
