Exhibit
10.3


 


AMENDMENT
AGREEMENT


 


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”.


 


WHEREAS,
the Company, the Subsidiary Guarantors and the Purchasers are party to that certain Securities Purchase Agreement dated November 30,
2020 (the “SPA” and capitalized terms used herein but not otherwise defined herein shall have the respective meanings
given such terms in the SPA);


 


WHEREAS,
subject to the satisfaction of the conditions precedent set forth herein, the Purchasers and Agent shall waive the Company’s compliance
with certain obligations set forth in the SPA; and


 


WHEREAS,
subject to the satisfaction of the conditions precedent set forth herein, the Company, the Subsidiary Guarantors, and the Purchasers
desire to amend certain terms of the Notes.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company, the Subsidiary Guarantors, the Purchasers, and solely for the purposes of
Section 3, the Agent, agree as follows:


 


1.
Waiver. Subject to the satisfaction of the conditions precedent set forth in Section 2, the Purchasers and Agent grant
a one-time waiver of the provisions of Section 3.1(nn) and Section 4.6 of the SPA solely to permit the Company to make a $5,000,000 cash
payment to the Members under the Merger Agreement on or around the date hereof. The Company agrees that other than the foregoing cash
payment of $5,000,000 it shall not make any other payment under the Merger Agreement in cash and any remaining payment obligations under
the Merger Agreement shall be made solely in shares of Common Stock.


 


2.
Amendment to Notes. In consideration of the waivers set forth in Section 1 above, the Company hereby agrees that Notes are hereby
amended by replacing the reference to “$8,000,000” set forth in Section 4(c) of the Notes with “$12,000,000”.


 


3.
Conditions Precedent. This Agreement and the agreements of the Parties hereunder are subject to the satisfaction of the following
conditions precedent:


 


(a)
Each Party shall have delivered an executed counterpart of its signature page to this Agreement to each other Party; and


 


(b)
The Company’s representations and warranties set forth in Section 4 below shall be true and correct in all respects.


 




    	 



    	 



    

 


4.
Representations and Warranties. The Company and the Subsidiary Guarantors represent, warrant and agree that (1) no Event of Default
under the Notes has occurred and is continuing, (2) except as set forth in the Company’s publicly available reports filed with
the Commission through the date hereof, all of the representations and warranties set forth in Section 3.1 remain true and correct, (3)
the Purchasers have complied with their obligations under the Transaction Documents and have acted in a commercially reasonable manner,
and (4) all of the Company’s and the Subsidiary Guarantors’ obligations under the Transaction Documents, whether monetary
or otherwise, are valid and binding obligations not subject to any defenses, set off or counterclaims of any nature.


 


5.
Post-Closing Obligations. The Company acknowledges that it has not fulfilled all of its obligations under Section 2.4 of the Purchase
Agreement. The Company shall continue to use its best efforts to meet the requirements of Section 2.4 of the Purchase Agreement and neither
any prior delays in fulfilling such conditions nor Purchasers’ entry into the transactions contemplated hereby shall not be deemed
a waiver of any such conditions.


 


6.
Miscellaneous.




 


(a)
This Agreement is a Transaction Document.




 


(b)
Except as expressly set forth herein, the Transactions Documents remain unmodified and in full force and effect. Nothing herein shall
be deemed a continuing waiver of any provision of the Transaction Document.


 


(c)
SECTIONS 6.6 (HEADINGS), 6.9 (GOVERNING LAW), 6.11 (EXECUTION), 6.15 (REMEDIES),
6.19 (CONSTRUCTION) AND 6.21 (WAIVER OF JURY TRIAL) OF THE SPA ARE HEREBY INCORPORATED INTO THIS AGREEMENT,
MUTATIS MUTANDIS, AS A PART HEREOF FOR ALL PURPOSES.


 


(d)
The Company shall file a Form 8-K with Commission publicly disclosing the material terms of this Agreement within the time period required
under Exchange Act and the requirements of Form 8-K.


 


[Signature
Page Follows]


 




    	2



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers or representatives thereunto
duly authorized.


 


COMPANY:


 


	NEWAGE,
    INC.	 
	 	 	 
	By:	/s/
    Kevin Manion	 
	Name:	Kevin
    Manion	 
	Title:	Chief
    Financial Officer	 



 




Signature
Page to Amendment to Agreement 


 




    	3



    	 



    

 


SUBSIDIARY
GUARANTORS:


 


Ariel
Merger Sub 2, LLC


Morinda
Magyarorszag KFT (Hungary) Morinda Hong Kong Limited


Morinda
Sweden AB


Morinda
Norway AS


Morinda
International (Australia) PTY Ltd.


Morinda
Singapore PTE. Ltd.


Morinda
Korea, Inc.





 


	By:
  	/s/
  Brent D. Willis	 
	Name:	Brent D. Willis	 






 








As
Manager of Ariel Merger Sub 2, LLC (now known as Ariix LLC)


As
Managing Director of Morinda Magyarorszag KFT (Hungary)


As
Authorized Signatory of Morinda Hong Kong Limited


As
Director of Morinda Sweden AB and Morinda Norway AS


As
Director of Morinda International (Australia) PTY Ltd. and Morinda Singapore PTE. Ltd.


As
President of Morinda Korea, Inc.


 


Signature
Page to Amendment Agreement


 




    	4



    	 



    

 


NABC,
Inc.


NABC
Properties, LLC


Morinda
Holdings, Inc.


Morinda
JAPAN GK


PT
Tahitian Noni International, Indonesia PT Morinda Independent


Morinda
Deutschland GMBH


 


 


	By:	/s/
    Carl A. Aure	 
	Name:	Carl A. Aure	 






  


As
Authorized Signatory of NABC, Inc.; PT Tahitian Noni International, Indonesia; PT


Morinda
Independent; Morinda Deutschland GMBH,


As
Chief Accounting Officer of the sole member of NABC Properties, LLC


As
Senior Vice President of Morinda Holdings, Inc.


As
Executive Manager of Morinda JAPAN GK


 


Signature
Page to Amendment Agreement


 




    	5



    	 



    

 


Tropical
Resources, Inc.


Morinda
Inc.


Morinda
USA, Inc.


Morinda
Access, Inc.


Morinda
Worldwide, Inc


Morinda
International Holding Co, Inc.


Morinda
International Asia, Inc.





 


	By:	/s/
    Carl A. Aure	 
	Name:	Carl A. Aure	 
	Title:	Sr. VP, Finance &
    Taxation	 






 


Morinda
Worldwide Mexico SRL


 


	By:	/s/
    Carl A. Aure	 
	Name:	Carl A. Aure	 
	Title:	Supervisory Officer	 






  


Morinda
International Tahiti


Morinda
Vietnam


 





	By:	/s/
    Carl A. Aure	 
	Name:	Carl A. Aure	 
	Title:	Legal Representative	 









 


Signature
Page to Amendment Agreement 


 




    	6



    	 



    

 


Tahitian
Noni Beverages (China) Ltd.


 





	By:	/s/
    Brent D. Willis	 
	Name:	Brent D. Willis	 
	Title:	Authorized Signatory	 






 







Morinda
Worldwide Peru S.R.L.


 





	By:	/s/
    Carl A. Aure	 
	Name:	Carl A. Aure, Authorized
    Signatory	 
	Title:	Sr.
    VP, Finance & Taxation of sole shareholders	 









 


Signature
Page to Amendment Agreement 


 




    	7



    	 



    

 


PURCHASERS:


 


JGB
Capital LP





 


	By:	/s/
    Brett Cohen	 
	Name:	Brett Cohen	 
	Title:

	President	 






 


Signature
Page to Amendment Agreement 


 









    	8



    	 



    




 


JGB
Partners LP


 





	By:	/s/
    Brett Cohen	 
	Name:	Brett Cohen	 
	Title:	President	 






 


Signature
Page to Amendment Agreement 


 







    	9



    	 



    

 


JGB
Capital Offshore Ltd.


 


 


	By:	/s/
    Brett Cohen	 
	Name:	Brett Cohen	 
	Title:	President	 












 


Signature
Page to Amendment Agreement 


 




    	10



    	 



    

 


JGB
Plymouth Rock LLC


 





	By:	/s/
    Brett Cohen	 
	Name:	Brett Cohen	 
	Title:	President	 








 


Signature
Page to Amendment Agreement 


 







    	11



    	 



    

 


AGENT:


 


JGB
COLLATERAL, LLC


 





	By:	/s/
    Brett Cohen	 
	Name:	Brett Cohen	 
	Title:	President	 








 




    	12