Purchase Price

Purchase Price. In consideration for the acquisition of the BCCO Shares, the Purchaser shall issue from treasury to the Shareholders pro rata in proportion to their holdings of Purchased Shares at the Time of Closing, an aggregate of 8,900,000 Common Shares, free and clear of any encumbrances (the " Payment Shares "). To the extent a BCCO Shareholder is to receive a fractional Payment Share, that entitlement shall be rounded down to the nearest whole number and no consideration shall be payable therefore. The Payment Shares are being issued at a deemed value of $0.44 per Payment Share. Futhermore, the Purchaser will assume all obligations of BCCO pursuant to the New Age Share Purchase Agreement. For the avoidance of doubt, the Purchaser confirms that pursuant to the terms of the New Age Share Purchase Agreement and upon closing of the transactions contemplated therein, it shall issue from treasury to New Age (or at the direction of New Age) an aggregate of 2,500,000 Common Shares at a deemed value of $0.44 per Common Share.