New Leaf Brands, Inc. Contracts & Agreements

Press Release Dated August 23, 2012 (Filed With SEC on August 23, 2012)

Preferred Stock Exchange Offer, dated March 29, 2011 (Filed With SEC on July 30, 2012)

Warrant Reset and Exercise Offer dated March 29, 2011 (Filed With SEC on July 30, 2012)

Certificate of Amendment to the Certificate of Designation of the Series K Preferred Stock (Filed With SEC on July 30, 2012)

Certificate of Designation of Series L Preferred Stock (Filed With SEC on July 30, 2012)

Form of 10% Secured Convertible Promissory Note, issued August, September, October, November and December 2011 (filed as Exhibit 99.1 to the Form 8-K filed October 5, 2011 and... (Filed With SEC on July 30, 2012)

Form of 8% 18 month Unsecured Convertible Note issued February and March 2012 (Filed With SEC on July 30, 2012)

Form of Common Stock Purchase Warrants issued February and March 2012 (Filed With SEC on July 30, 2012)

Form of Promissory Note Issued To CS Healthcare on May 16, 2012 (Filed With SEC on July 30, 2012)

Form of Loan Facility Agreement Issued to Fuselier Bridge Capital, LLC issued on June 26, 2012 (Filed With SEC on July 30, 2012)

Form of Vendor Financing Agreement, dated September ___, 2011, by and between the Company and certain vendors (Filed With SEC on July 30, 2012)

Stock Purchase Agreement, dated April 9, 2012, by and between the Company and Deep South Capital (Filed With SEC on July 30, 2012)

Public Relations Agreement, dated March 2, 2012, by and between the Company and Olana Capital/ Steven Marmon (Filed With SEC on July 30, 2012)

Consulting Agreement, dated May 31, 2012 by and between the Company and Eugene Leventis (Filed With SEC on July 30, 2012)

Form Of Consulting Agreement with Fuselier and Co., Inc (Filed With SEC on February 23, 2012)

Form Of Employment Agreement with David Fuselier (Filed With SEC on February 23, 2012)

Form Of Mutual Termination and Release agreement between New Leaf Brands, Inc. and Eric Skae (Filed With SEC on February 23, 2012)

Form Of Consulting Agreement with Eric Skae (Filed With SEC on February 23, 2012)

Letter of resignation of Eric Skae, dated February 14, 2012 (Filed With SEC on February 23, 2012)

Letter of resignation of O. Lee Tawes, dated February 14, 2012 (Filed With SEC on February 23, 2012)

Form Of Secured Convertible Subordinated Note (Filed With SEC on January 3, 2012)

Form Of Purchase Money Security Interest Note (Filed With SEC on January 3, 2012)

Form of Revenue Participation Agreement (Filed With SEC on January 3, 2012)

New Leaf Brands, Inc. 9380 E. Bahia Dr., Suite A-201 Scottsdale, AZ85260 Phone ###-###-#### Facsimile ###-###-#### www.newleafbrands.com (Filed With SEC on May 23, 2011)

Form of Series X Warrant issued by the Company (Filed With SEC on January 26, 2011)

Form of Series Y Warrant issued by the Company (Filed With SEC on January 26, 2011)

Form of Series Z Warrant issued by the Company (Filed With SEC on January 26, 2011)

Certificate of Designation (Filed With SEC on January 26, 2011)

NEW LEAF BRANDS, INC. (Filed With SEC on May 26, 2010)

FORMOF COMMON STOCK PURCHASE WARRANT No.2010-NLB 001 Issue Date: {April___,} 2010 (Filed With SEC on May 17, 2010)

NEWLEAF BRANDS, INC. No. N-152 $50,000 (Filed With SEC on May 17, 2010)

NEWLEAF BRANDS, INC. No. N-153 $50,000 (Filed With SEC on May 17, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on May 17, 2010)

Securities Purchase Agreement between New Leaf Brands, Inc. and certain accredited investors, dated December 4, 2009 (Filed With SEC on February 24, 2010)

NEW LEAF BRANDS, INC. (Filed With SEC on December 1, 2009)

New Leaf Brands. Short Term Senior Secured Notes Summary of Terms (Filed With SEC on December 1, 2009)

SETTLEMENT AGREEMENT AND GENERAL RELEASE (Filed With SEC on December 1, 2009)

SETTLEMENT AGREEMENT AND GENERAL RELEASE (Filed With SEC on November 17, 2009)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on November 17, 2009)

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION FOR CLASS "A" PREFERRED SHARES (Filed With SEC on October 26, 2009)

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF SERIES I 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF NEW LEAF BRANDS, INC.... (Filed With SEC on October 26, 2009)

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF SERIES J 6% REDEEMABLE CONVERTIBLE PREFERRED STOCK OF NEW LEAF BRANDS, INC. Pursuant to Section 78.1955 of the Nevada... (Filed With SEC on October 26, 2009)

ASSIGNMENT OF LEASE (Filed With SEC on October 14, 2009)

SETTLEMENT AGREEMENT AND GENERAL RELEASE (Filed With SEC on October 14, 2009)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE (Filed With SEC on August 19, 2009)

ASSET PURCHASE AGREEMENT (Filed With SEC on July 30, 2009)

BAYWOOD INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANT (Filed With SEC on May 20, 2009)

FORM OF SUBSCRIPTION PACKAGE Private Placement of 20 Units at $50,000 per Unit Each Unit consisting of $50,000 principal amount of 12% Subordinated Notes and 31,250 Common Stock... (Filed With SEC on May 20, 2009)

BAYWOOD INTERNATIONAL, INC. Form of Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per Share (Filed With SEC on May 20, 2009)

BAYWOOD INTERNATIONAL, INC. Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per Share (Filed With SEC on May 20, 2009)

________________________________________________________________ BAYWOOD INTERNATIONAL, INC. (Filed With SEC on May 20, 2009)

Common Stock Purchase Warrant issued to Eric Skae dated March 20, 2009 (). 18% Subordinated Note for $325,000 issued to Eric Skae dated March 20, 2009 (Filed With SEC on March 24, 2009)

BAYWOOD INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANT (Filed With SEC on December 31, 2008)

FORM OF SUBSCRIPTION PACKAGE Private Placement of 20 Units at $50,000 per Unit Each Unit consisting of $50,000 principal amount of 12% Subordinated Notes and 31,250 Common Stock... (Filed With SEC on December 31, 2008)

BAYWOOD INTERNATIONAL, INC. Form of Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per Share (Filed With SEC on December 31, 2008)

BAYWOOD INTERNATIONAL, INC. Warrants for the Purchase of Shares of Common Stock, Par Value $0.001 Per Share (Filed With SEC on December 31, 2008)

________________________________________________________________ BAYWOOD INTERNATIONAL, INC. (Filed With SEC on December 31, 2008)

Certificate of Designation of Series J 6% Redeemable Convertible Preferred Stock, dated December 22, 2008 (). 1 SIGNATURES Pursuant to the requirements of the Securities Exchange... (Filed With SEC on December 23, 2008)

ASSET PURCHASE AGREEMENT by and among BAYWOOD INTERNATIONAL, INC., BAYWOOD NEW LEAF ACQUISITION, INC., SKAE BEVERAGE INTERNATIONAL, LLC and ERIC SKAE Dated as of September 9, 2008 (Filed With SEC on September 15, 2008)

INTELLECTUAL PROPERTY ASSIGNMENT (Filed With SEC on September 15, 2008)

BILL OF SALE AND ASSIGNMENT (Filed With SEC on September 15, 2008)

ASSUMPTION AGREEMENT (Filed With SEC on September 15, 2008)

RELEASE AND CANCELLATION (Filed With SEC on September 15, 2008)

BAYWOOD INTERNATIONAL, INC. 8% SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 15, 2008)

BAYWOOD INTERNATIONAL, INC. 8% CONVERTIBLE SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 15, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on September 15, 2008)

Form of 12% Subordinated Note, dated September 5, 2008 (). Form of common stock purchase warrant, dated September 5, 2008 (). Form of Side Letter Agreement, dated September 5,... (Filed With SEC on September 11, 2008)

Operating Agreement by and between the Members and Layfield Energy, LLC, dated December 19, 2007 (Filed With SEC on January 4, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on July 16, 2007)

Form of 10% Senior Convertible Note (Filed With SEC on September 25, 2006)

Form of Common Stock Purchase Warrant (Filed With SEC on September 25, 2006)

Form of Registration Rights Agreement (Filed With SEC on September 25, 2006)

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New Leaf Brands, Inc. Contracts & Agreements