Exhibit
10.3


 


SECOND
AMENDMENT


to


PRODUCT
& TRADEMARK LICENSE AGREEMENT


 


This
Second Amendment (“Second Amendment”) is entered into by Docklight Brands, Inc (“Docklight”) and New Age
Beverages Corporation (“New Age”) and is effective as of July 18, 2019.


 


WHEREAS,
Docklight and New Age are parties to a Product & Trademark License Agreement (“Agreement”) under which, among
other things, New Age is granted a license to use the Licensed Property in connection with the production and sale of Licensed
Products on the terms set forth in the Agreement; and


 


WHEREAS,
Agreement provides that, among other things, that New Age will pay Docklight a Licensee Fee of 50% of all Gross Margin as
defined in the Agreement; and


 


WHEREAS,
due to various considerations, it is deemed advisable that, on an interim basis, the Agreement be amended such that Docklight
will produce and sell the Licensed Products in its own name.


 


NOW,
THEREFORE, the parties agree as follows:


 


		1.	Capitalized
                                         terms used in this Second Amendment have the same meaning as defined in the Agreement.



 


		2.	Unless
                                         amended by this Second Amendment, the terms and conditions of the Agreement will remain
                                         in effect. The parties recognize that the obligations under the Agreement that are intended
                                         to apply to the manufacturer of Licensed Products; as such, Sections 4-8, would apply
                                         to Docklight under this Second Amendment, as it is the intended manufacturer and seller
                                         of the Licensed Products.



 


		3.	Subject
                                         to the terms and conditions of this Second Amendment and the Agreement, New Age hereby
                                         grants to Docklight for the term of this Second Amendment, an exclusive license to use,
                                         including all related Intellectual Property Rights (as that term is defined in the Agreement)
                                         1) its ready to drink tea recipes (“New Age IP”), and 2) its rights in the
                                         Licensed Property (including whatever rights New Age holds in the Marley Mellow Mood
                                         brand and trade dress) for the limited purpose of manufacturing, selling distributing,
                                         marketing and advertising Licensed Products bearing the Licensed Property as intended
                                         by the Agreement, except that as noted in Section 2, above Docklight shall assume the
                                         role of manufacturer for the duration of this Second Amendment.



 


		4.	Docklight
                                         will develop, manufacture, market, sell, advertise, and promote Licensed Products using
                                         its own name and branding and not using the name of existing or contemplated New Age
                                         products. Notwithstanding the above, New Age fully authorizes Docklight, during the term of this Second Amendment, to use and
                                         exploit its rights to use the name Marley Mellow Mood in connection with Licensed Products
                                         for no additional consideration beyond the considerations agreed to herein and in the
                                         Agreement.



 




    	 	 	 



    	 	 	 



    

 


		5.	Docklight
                                         will be responsible for regulatory matters, production, warehousing, distribution, invoicing,
                                         and collection related to the Licensed Products.



 


		6.	The
                                         parties agree that Docklight may assign its responsibilities under this Second Amendment
                                         to its wholly owned subsidiary, DB One, LLC.



 


		7.	The
                                         parties will mutually agree on the design, label, packaging, and taste of the Licensed
                                         Products.



 


		8.	As
                                         Docklight will be selling the Licensed Products, the License Fee obligation will be reversed
                                         such that Docklight will pay New Age a License Fee of 50% of Gross Margin as defined
                                         in, and under the terms and conditions of, the Agreement. Additionally, the definition,
                                         and calculation of Gross Margin shall also include the deduction of Docklight’
                                         s payment of trademark royalties to Marley Green, LLC for use of the Marley marks in
                                         connection with the Licensed Products. Joint pre-approved Marketing Costs and Freight
                                         Costs will continued be shared as set forth in the Agreement, Licensing Schedule.



 


		9.	The
                                         term of this Second Addendum will be 12 months. The Second Addendum may be renewed, for
                                         additional 90-day periods, upon written agreement of the parties. Either party may, upon
                                         90 days’ written notice, terminate this Second Amendment and cause the Agreement
                                         to revert back to its original intent, with New Age being the party that manufactures
                                         and sells Licensed Products under the Agreement. Although dependent on the regulatory
                                         environment regarding CBD, it is the parties’ desire and expectation to be able
                                         to revert back to the original intent within 18 months.



 


		10.	Effective
                                         upon execution of this Second Amendment, during the term of the Agreement and for six
                                         months thereafter the parties covenant to not induce or attempt to induce any person
                                         who is an employee, contractor, service provider, supplier, or consultant of the other
                                         party to engage in any employment or compensated activity which competes with the other
                                         party. Employee acknowledges that violation of this covenant of non solicitation would
                                         cause immediate and irreparable injury to the other party; therefore, in the event of
                                         an actual or threatened breach of this covenant, in addition to any other remedy allowed
                                         in law or equity, the other party shall be entitled to an injunction or restraining order
                                         injoining the party in breach from conduct prohibited by this section.



 




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	DOCKLIGHT BRANDS,
    INC	 	NEW
    AGE BEVERAGES CORPORATION
		 	 
	/s/
    Damian Marano	 	 /s/
    Olivier Sonnois 
	Signature	 	Signature



 


	Print
Name: 	Damian Marano	 	Print Name:	Olivier
Sonnois
	Title:
    President	 	Title:
    President – North America


 


EXHIBIT


New
Age IP


 


Brand:
Marley Mellow Mood


 


Formulations
for 3 total SKUs previously provided to Docklight Brands, LLC in conjunction with Allen Flavors


 


Recipe
1: Herbal Honey + CBD


Recipe 2: Peach Raspberry + CBD


Recipe 3: Lemon Raspberry+ CBD


 


Brand
Devices:


 




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