Exhibit
10.1


 


August 18,
2021


 


NewAge, Inc.


2420 17th
Street, Suite 220


Denver, Colorado
80202


 


	 	Re:	Amended
    and Restated Agreement and Plan of Merger dated September 30, 2020


 


Ladies and
Gentlemen:


 


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.


 


	1.	Section
    2.4(c). Section 2.4(c) of the Merger Agreement is amended and restated in its entirety to state:



 


	 	 	“(c)
    On the date that is 30 days after Shareholder Approval, Parent shall issue and deliver to certain Members, the Thirty-Day Consideration,
    as determined in accordance with the Payment Schedule and Exhibit 2.4(b), free and clear of all Encumbrances other than those
    arising under securities Laws and under the Lock- Up Letter.”



 


	2.	Section
    5.12. The first sentence of Section 5.12 of the Merger Agreement is amended to delete the phase “other than Frederick Cooper.”
	 	 
	3.	Issuance
    of Shares. Parent is not obligated to issue any shares of Common Stock under the Merger Agreement unless and until the Sellers
    Agent has provided a Payment Schedule with respect to such issuance.
	 	 
	4.	Termination
    of Agreement. The Non-Compete, Non-Solicitation and Non-Disparagement Agreement, dated November 16, 2020 (and executed on January
    28, 2021), between Dr. Frederick Cooper and Parent is hereby terminated and is null and void for all purposes.
	 	 
	5.	Amendment
    and Modification, Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by
    the parties hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing
    and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,
    any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any
    single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the
    exercise of any other right, remedy, power or privilege.


 




    	 



     


    


 


	Very
    truly yours,	 
	 	 
	By:	/s/
    Frederick W. Cooper	 
	Name:	Frederick
    W. Cooper, individually and as Sellers Agent	 
	 	 	 
	ARIIX,
    LLC	 
	 	 	 
	By:	NewAge,
    Inc.	
	 	Sole
    Member	 
	 	 	 
	By:	/s/
    Brent Willis	 
			
	Name:
    	Brent
    Willis	 
	 	 	 
	Accepted
    and agreed:	 
	 	 	 
	NEWAGE,
    INC.	 
	 	 	 
	By:	/s/
    Brent Willis	 
	Name:	Brent
    Willis	
	Its:	Chief Executive Officer	





 





Signature
Page to Letter Agreement