Exhibit
10.2


August
19, 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.	Article
    10, CERTAIN DEFINITIONS, defines “First Anniversary Stock Consideration Payment” as “25,500,000 shares
    of Common Stock,” subject to adjustment as stated in the definition of “Stock Consideration.” Pursuant to
    Section 2.4(d) of the Merger Agreement, the First Anniversary Stock Consideration Payment is payable on or after September 30, 2021,
    distributed to certain Members as instructed by Sellers Agent.
	 	 
	2.	The
    parties desire that an advance payment of a portion of the First Anniversary Stock Consideration Payment be made to certain Members
    in the form of a $5,000,000 (five million dollar) cash payment in lieu of a later payment of Common Stock in value equal to $5,000,000.
	 	 
	3.	Therefore,
    on a present or future effective date selected by Sellers Agent (designated by him beside his signature below), Parent shall pay
    certain Members (as instructed by Sellers Agent) the sum of $5,000,000 (five million dollars). On that same effective date, the market
    value of Common Stock at Nasdaq at closing shall establish the value and number of shares that are to be deducted from the First
    Anniversary Stock Consideration Payment. By way of example, if on the effective date the market value of Common Stock at closing
    were $2 per share, then 2,500,000 shares would be deducted from the First Anniversary Stock Consideration Payment leaving a balance
    of 23,000,000 shares payable by Parent, subject to adjustment, on or after September 30, 2021.
	 	 
	4.	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,
	 	 	 	 
	/s/ Frederick W. Cooper	 	Aug-19-2021
	Frederick W. Cooper, Sellers Agent	 	Effective
    date of Agreement
	 	 	 	 
	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