LOAN AGREEMENTLoan Agreement • July 30th, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • Louisiana
This Agreement between Fuselier Bridge Capital, a Louisiana limited liability corporation, (hereinafter “Lender”) and New Leaf Brands, Inc., a Nevada corporation (hereinafter “Borrower”) is entered into as of this 26th day of June, 2012 (the “Effective Date”). All references to “Borrower” and/or “Lender” in this Agreement shall also refer to all employees, consultants, agents or representatives of “Borrower” and/or “Lender.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 30th, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • Louisiana
This STOCK PURCHASE AGREEMENT (“Agreement”), signed on June ___, 2012 but effective as of March 30, 2012, by and among New Leaf Brands Inc., a Nevada corporation with its principal place of business at One DeWolf Rd., Old Tappan NJ 07675 (“Seller”) and Deep South Capital LLC, a Louisiana limited liability company with its principal place of business at 3770 Monroe Hwy, 165 North, Pineville LA 71360 (“Deep South”).
ContractNew Leaf Brands, Inc. • July 30th, 2012 • 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.
New Leaf Brands, Inc.’s Purchase Order Agreement Dated 9/___/11New Leaf Brands, Inc. • July 30th, 2012 • Bottled & canned soft drinks & carbonated waters
Please accept the proposed agreement to provide goods and services and to accept payment upon the agreed upon terms for the pending production slated for 9/__/11 and the resulting domestic net accounts receivable proceeds (“Receivables”) of New Leaf Brands, Inc.
ContractNew Leaf Brands, Inc. • July 30th, 2012 • Bottled & canned soft drinks & carbonated waters • New Jersey
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
