8-K - SBEV - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2025

SPLASH

BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40471	34-1720075
(State or other jurisdiction<br><br><br>of incorporation)	(Commission <br><br>File Number)	(IRS Employer <br><br>Identification No.)

1314East Las Olas Blvd, Suite 221

FortLauderdale, Florida 33316

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) 745-5815

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 per value per share	SBEV	NYSE American LLC
Warrants to purchase shares of Common Stock	SBEV-WT	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Financing

On September 19, 2025, Splash Beverage Group, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two institutional investors (each an “Investor,” and collectively the “Investors”). Pursuant to the Purchase Agreement, the Company received $2,000,000 on September 22, 2025 and that day issued to the Investors Original Issue Discount Secured Convertible Promissory Notes (each, a “Note” and collectively the “Notes”) in an aggregate principal amount of $2,200,000.

Each Note is convertible into shares of the Company’s Common Stock at a conversion price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the date of conversion. The Notes do not bear any interest absent an event of default, and mature on September 22, 2026. The Notes contain customary events of default, the occurrence of which results in the entire outstanding amount of principal and other amounts payable becoming immediately due and payable, and interest accruing at a rate of 7% per annum.

The Company may prepay the Notes at any time and from time to time, in whole or in part, without premium or penalty.

While any portion of the Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from the Investor under the ELOC Agreement described below, if the Company receives further gross proceeds under the ELOC Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full.

As collateral for the obligations under the Notes, the Company granted to the Investors a security interest in all of the Company’s assets, subject to certain exceptions, pursuant to and as set forth in a Security Agreement entered into between the Company and each Investor.

In connection with the Purchase Agreement, on September 19, 2025, the Company also entered into a Registration Rights Agreement pursuant to which the Company has agreed to file a Registration Statement for the Common Stock underlying the Notes within 30 days of the closing date.

The Company also agreed to hold a shareholders’ meeting by October 31, 2025 for purposes of obtaining shareholder approval of the issuance of shares of the underlying common stock under NYSE American rules in connection with the transactions described above.

The foregoing descriptions of the terms of the Purchase Agreement, and Registration Rights Agreement, and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as set forth in Exhibits 10.1 and 10.2 of this Current Report on Form 8-K.

Equity Line of Credit Agreement

In addition, on September 19, 2025 the Company entered into a Common Stock Purchase Agreement (“ELOC Agreement”) with one of the Investors pursuant to which the Company has the right, but not the obligation, subject to the terms and conditions set forth therein, to direct the Investor to purchase shares from the Company from time to time, with proceeds not to exceed $35,000,000. Sales under the ELOC Agreement are subject to a sale limit of 19.99% of the outstanding shares of the Company’s Common Stock prior to shareholder approval in accordance with the rules of NYSE American. Investors are also subject to a beneficial ownership limitation, which limits their ownership of more than 4.99% of outstanding shares of the Company’s Common Stock. The transactions contemplated by the ELOC Agreement are subject to the Company registering the Investor’s resale of the shares on a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission.

The foregoing descriptions of the terms of the ELOC Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such Agreement, a copy of which is incorporated by reference as set forth in Exhibit 10.3 of this Current Report.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 is incorporated by reference into this Item 3.02. The Notes were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.

Item 8.01 Other Events

In December 2020, Splash acquired the key assets, including intellectual property rights (the “IP”), of the Copa DI Vino single-serve wine company (“CdV”). On April 4, 2025 the Company entered into an intellectual property license agreement (the “License Agreement”) granting CdV an exclusive license to use the IP for sales of wine beverages and other products bearing the Copa di Vino brand name in the U.S.

Under the License Agreement, Splash may require full rights to the IP by paying a termination amount, estimated at approximately $1.75 million – $2.25 million (which includes sums due under the Settlement Agreement, as defined below), before October 4, 2025. If such termination amount is not paid by such deadline, CdV has the right, but not the obligation, to purchase the IP at fair market value, determined by an independent third party, during the period beginning January 4, 2026 and ending January 4, 2027. If neither the Company nor CdV exercise the respective rights to terminate the license and purchase the IP under the License Agreement, the exclusive license granted to CdV thereunder will continue for the life of the IP, as applicable.

The Company has not marketed or sold the wine or other CdV productssince April 2025.

On April 4, 2025, the Company entered into a settlement agreement with CdV (the “Settlement Agreement”) under which the parties agreed to the settlement of two lawsuits brought by CdV against the Company in Oregon and Florida, and the Company agreed to pay CdV a total of $673,007.13, with interest accruing at 12% per annum, with installment payments beginning on November 4, 2025 in monthly payments of $62,726.25 plus applicable accrued interest. The Settlement Agreement provides for certain events of default, the occurrence of which, subject to the Company’s right to cure within 15 days as to a payment default or 30 days with respect to other defaults, would entitle CdV to accelerate payment of the settlement amount, file suit against the Company and/or exercise its right to setoff against any funds or other property in CdV’s possession.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #	Exhibit Description
4.1	Form of Secured Convertible Promissory Note
10.1	Form of Securities Purchase Agreement
10.2	Form of Registration Rights Agreement
10.3	Form of ELOC Agreement
10.4	License Agreement
10.5	Settlement<br>Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2025

SPLASH BEVERAGE GROUP, INC.
By:	/s/ Robert Nistico
	Robert Nistico, Chief Executive Officer

EXHIBIT 4.1

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFEREDFOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANTTO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLYACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCINGARRANGEMENT SECURED BY THE SECURITIES.

SPLASH BEVERAGEGROUP, INC.

PromissoryNote

Original Principal Amount: $______

Issuance Date: September 22, 2025

Number: 2025-1

FOR VALUE RECEIVED, Splash Beverage Group, Inc., a Nevada corporation (the “Company”), hereby promises to pay ______________ a Delaware limited partnership, or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to repayment, redemption or otherwise, the “Principal”), in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Article VII. The Issuance Date is the date of the first issuance of this Promissory Note (the “Note”) regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Note. This Note was issued with an original issue discount. This Note is being issued pursuant to obligations of the Company under that certain Note Purchase Agreement dated on the Issuance Date by and between the Holder and the Company (the “Note Purchase Agreement”) and is secured by that certain security agreement by and between the Holder and the Company dated as of the Issuance Date (the “Security Agreement”) Any capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Note Purchase Agreement.

This Note shall be a secured obligation of the Company, with priority over all future indebtedness of the Company. The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement, and such security interest includes but is not limited to all of the assets of the Company. So long as the Company shall have any obligation under this Note, the Company shall not (directly or indirectly through any subsidiary or affiliate) incur or suffer to exist or guarantee any indebtedness that is senior to or pari passu with (in priority of payment and performance) the Company’s obligations hereunder, other than indebtedness existing as of the date hereof. For purposes of this paragraph, the term “Company” shall include any subsidiary of the Company in addition to the Company.

ARTICLE I

GENERAL TERMS

1.1 Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date” shall be the twelve (12) month anniversary of the Issuance Date, as may be extended with the prior written consent of the Holder.

1.2 Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to the lower of (i) 0.00% and (ii) the lowest rate permitted under applicable law, and shall adjust to 7% only upon an Event of Default for so long as such Event of Default remains uncured (“Interest Rate”). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest shall be computed compounding quarterly and Interest shall be payable quarterly in arrears on each September 15, December 15, March 15 and June 15, commencing on December 15, 2025, to the record holder of this Note at the close of business on the preceding September 1, December 1, March 1 and June 1 (whether or not such day is a Trading Day), respectively, and, such payment in Interest shall be made by the Company in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company, provided that at the Holder’s election, the Company may pay Interest by increasing the outstanding Principal in the aggregate principal amount of the Interest accrued for the applicable Interest period.

1.3 Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

1.4 Prepayment. The Company may prepay at any time and from time to time, in whole or in part, the outstanding Principal balance and accrued interest on the Principal amount being prepaid to the date of repayment without premium or penalty.

1.5 Ranking. Pursuant to the Security Agreement, the Company pledges and grants to the Holder a continuing priority lien and security interest in favor of the Holder in and to all of its right, title and interest in and to the Collateral as defined therein.

1.6 Repayment from Proceeds. While any portion of the Note is owed and outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases _______ under that certain Securities Purchase Agreement, dated as of September 19, 2025 by and between the Company and _________ (the “ELOC Agreement”), in every instance thereafter that the Company receives any gross cash proceeds from the issuance of any of its securities pursuant to the ELOC Agreement, the Company shall, within one (1) Trading Day of the Company’s receipt of such proceeds, inform the Holder of such receipt, following which the Company shall immediately apply thirty percent (30%) of such proceeds to repay the outstanding amounts owed under the Note until the Note is paid in full, which the Company must complete within one (1) Trading Day after the Company’s receipt of such proceeds. Such repayment shall be made based on the Holder’s Pro Rata Portion of its Note relative to the holders of Other Notes.

ARTICLE II

CONVERSION RIGHTS

2.1 Conversion Right. Subject to the limitations set forth in this Note, the Holder shall have the right at any time, and from time to time, on or after the Issuance Date until the complete satisfaction by the Company of all amounts owed under this Note to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issuance Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Ownership Limitation”), provided that, the Holder may increase the Ownership Limitation up to 9.99% at its sole discretion upon sixty-one (61) days prior written notice to the Company. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance with Section 2.4 below; provided that the Notice of Conversion is submitted by e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company before 8:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date.

2.2 Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time, and from time to time, in any portion at the Conversion Price. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:

(a) Additional Conversion Considerations. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this adjustment. If the shares of the Company’s Common Stock have not been delivered within two (2) Business Days to the Holder after its transmittal of the Notice of Conversion, the Notice of Conversion may be rescinded by the Holder in its sole discretion. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

(b) Pro Rata Conversion; Disputes. In the event that holders of Other Notes seek to convert their Note simultaneously with any conversion of this Note and a limitation hereunder precludes the full conversions, the conversions will be processed in accordance with each such holder’s Pro Rata Portion. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with this Note.

2.3 Authorized Shares. The Company covenants that during the period the Conversion right exists, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Note Purchase Agreement. The Company is required at all times to have authorized and reserved three times (3x) the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Company represents that upon issuance, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Company (i) represents that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

Company’s failure to maintain or to replenish the Reserved Amount within five (5) business days of a request of the Holder, shall be an Event of Default under this Note.

2.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to this Article II, this Note may be converted by the Holder in whole or in part at any time from time to time on or after the Issuance Date, by (i) submitting to the Company a Notice of Conversion (by e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time) and (ii) subject to Section 2.4(b), surrendering this Note at the principal office of the Company.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Company from the Holder of an e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 2.4, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or electronic shares via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within one (1) Business Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof.

(d) Obligation of Company to Deliver Common Stock. Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article II, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Company before 8:00 p.m., New York, New York time, on such date.

(e) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Article II and in this Section 2.4, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC (as designated by the Holder in a Notice of Conversion) through its Deposit Withdrawal At Custodian (“DWAC”) system.

(f) Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline the Company shall pay to the Holder $2,000.00 per Business Day in cash, for each day beyond the Deadline that the Company fails to deliver such Common Stock until the Company issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Company’s expectation that any damages will tack back to the Issuance Date). Such cash amount shall be paid to Holder by the fifth Business Day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Company by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Company agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 2.4(f) are justified.

(g) Rescindment of a Notice of Conversion. If (i) the Company fails to respond to Holder within one (1) Business Day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Company fails to provide any of the shares of the Company’s Common Stock requested in the Notice of Conversion within one (1) Business Day from the date of receipt of the Note of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Company’s Common Stock issued unrestricted and/or deposited to sell for any reason related to the Company’s standing, (iv) the Holder is unable to deposit the shares of the Company’s Common Stock requested in the Notice of Conversion for any reason related to the Company’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if there is a trading restriction on the Common Stock on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion with a “Notice of Rescindment.” For the avoidance of doubt, upon the delivery of a Notice of Rescindment, the liquidated damages set forth in Section 2.4(f) shall cease to continue to accrue with respect to such issuance.

2.5 Concerning the Shares. Until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE OR SALE OF THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIESLAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENTFOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THEHOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 ORRULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OROTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Securities Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, and the does not provide a suitable replacement opinion to the Holder within two (2) Business Days, it will be considered an Event of Default pursuant to Article IV of the Note.

2.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Company, the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other Person (as defined below) or Persons when the Company is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article IV) pursuant to which the Company shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article IV) or (ii) be treated pursuant to Section 2.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Company shall not affect any transaction described in this Section 2.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligations of this Section 2.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Company’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Adjustment Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Company issues or sells, or in accordance with this Section 2.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance, subject to the Holder’s other rights under Section 2.2 to select its Conversion Price.

The Company shall be deemed to have issued or sold shares of Common Stock if the Company in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Company shall be deemed to have issued or sold shares of Common Stock if the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

For the avoidance of doubt, notwithstanding any other terms of this Note, if, at any time when this Note is issued and outstanding, the Company issues or sells any shares of Common Stock under an “equity line” common stock purchase agreement, or other agreement similar in function thereto, with the Company or other investor, for a purchase price per share less than the Conversion Price in effect on the date of such issuance of such shares of Common Stock, then such issuance shall constitute a Dilutive Issuance and the Conversion Price will be reduced to the amount of the purchase price per share received by the Company in such Dilutive Issuance, subject to the Holder’s other rights under Section 2.2 to select its Conversion Price.

Notwithstanding anything to the contrary, this Section 2.6(d) shall not apply to an Exempt Issuance (as defined in the Purchase Agreement).

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Company issues any Convertible Securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 2.6, or under Section 2.2 (regarding stock splits, combinations, etc.), the Company, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

2.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then quoted, listed or traded, in no event shall the Company issue upon conversion of or otherwise pursuant to this Note more than the maximum number of shares of Common Stock that the Company can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issuance Date. Once the Maximum Share Amount has been issued, if the Company fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company’s ability to issue shares of Common Stock in excess of the Maximum Share Amount within 30 days of the date on which the Maximum Share Amount has been issued, in lieu of any further right to convert this Note, such event will be considered an Event of Default under Article IV of the Note.

2.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such shares pursuant to Section 2.4(e) for all shares of Common Stock prior to the tenth (10th) Business Day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Company shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default payments pursuant to Section 2.3 to the extent required thereby for such Conversion default and any subsequent Conversion default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 2.2) for the Company’s failure to convert this Note.

ARTICLE III

CERTAIN COVENANTS

3.1 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars ($15,000.00), will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

3.2 Preservation of Existence, etc. The Company shall maintain and preserve, and cause each of its subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except as would not have a Material Adverse Effect.

3.3 Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

3.4 Piggyback Registration Rights. Upon written demand of the Holder in accordance herewith, the Company shall include on any registration statement or offering statement filed with the SEC other than an at-the-market offering, all shares of Common Stock issuable and issued pursuant to the conversion of this Note. In addition to all other remedies at law or in equity or otherwise in connection with any breaches under this Note or the other Transaction Documents, failure to do so in compliance with this Section 3.4 will result in liquidated damages of $50,000, being immediately due and payable to the Holder at its election in the form of cash payment. The Company shall notify the Holder of an intended registration at least 15 Business Days prior to the filing of the applicable registration statement, and the Holder shall make its written demand to include its shares in such registration statement within three Business Days thereafter. The liquidated damages provided herein shall not apply if the Holder does not timely provide such written demand or fails to provide the Company with information and documents which are reasonably necessary for inclusion of the shares in such registration statement.

3.5 Legal Opinions. If the Holder provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of the shares may be made without registration under the Securities Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Shares can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Holder or, in the sole discretion of the Holder, the Company shall take all action necessary to ensure that such Shares are transferred electronically as DWAC shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Holder shall be entitled, in addition to all other available remedies (including without limitation consequential damages), to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

ARTICLE IV

EVENTS OF DEFAULT

4.1 An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(a) the Company’s failure to pay to the Holder any amount of (x) Principal or Interest when and as due under this Note or (y) other amounts owing under this Note within five (5) Business Days of when due;

(b) The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any Subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any Subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company or any Subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of effecting any of the foregoing;

(c) The Company or any Subsidiary of the Company shall default beyond applicable grace and cure periods in any of its obligations under any other debenture or any, mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable;

(d) The Company’s Common Stock shall cease to be quoted or listed for trading, as applicable, on any Principal Market as a result of failure to comply with the listing standards thereof or a voluntary delisting for a period of five (5) consecutive Trading Days;

(e) The Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under the Exchange Act;

(f) Any representation or warranty made by the Company in Section 3 of the Note Purchase Agreement or made or deemed to be made by the Company in or in connection with any Transaction Document, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed made;

(g) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or the Company or any other Person contests in writing the validity or enforceability of any provision of any Transaction Document; or the Company denies in writing that it has any or further liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind any Transaction Document;

(h) the Company uses the proceeds of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; or

(i) Any Event of Default (as defined in any Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement between or among the Company and the Holder resulting in a right by the Holder to accelerate the maturity of such indebtedness in an amount in excess of $100,000;

(j) The Company shall fail to hold a stockholder meeting by the Stockholder Meeting Deadline for purposes of gaining the Stockholder Approval; or

(k) The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Note (except as may be covered by Article IV) or any other Transaction Document, which is not cured or remedied within the time prescribed therein, or if no time is prescribed, withing ten (10) Business Days.

4.2 During the time that any portion of this Note is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal amount of this Note, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election given by notice pursuant to Section 6.1, immediately due and payable in cash. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. For the purposes hereof, an Event of Default relating to default in payment is “continuing” if it has not been waived, and an Event of Default relating to circumstances other than a default in payment is “continuing” if it has not been remedied or waived.

ARTICLE V

REISSUANCE OF THIS NOTE.

5.1 Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 5.4), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 5.4) to the Holder representing the outstanding Principal not being transferred.

5.2 Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 5.4) representing the outstanding Principal.

5.3 Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 5.4) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

5.4 Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding, (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

ARTICLE VI

Miscellaneous

6.1 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or delivered hereunder shall be given or delivered in accordance with Section 7(g) of that certain Note Purchase Agreement, dated as of the date hereof, by and between the parties hereto.

6.2 Payment Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall cause its Subsidiaries not to, without the consent of the Holder, amend its articles of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder.

6.3 Price Protection. If, at any time while this Note is outstanding, the Company issues or sells any notes, convertible securities, or other debt or equity securities (other than Exempt Issuances) to any person or entity (a “Subsequent Issuance”) on terms that are more favorable to the holder of such securities than the terms provided to the Holder under this Note, then the Company shall promptly notify the Holder in writing of such Subsequent Issuance, including a description of the more favorable terms. At the option of the Holder, exercisable by written notice to the Company within ten (10) days after receipt of such notice, the terms of this Note shall be automatically amended, effective as of the date of such Subsequent Issuance, to reflect such more favorable terms, including but not limited to conversion price, interest rate, maturity, or any other material term, so that the Holder shall receive the benefit of such more favorable terms.

6.4 Rollover Rights. Notwithstanding anything to the contrary herein, the Holder shall have the right, but not the obligation, to exchange, convert, or roll all or any portion of this Note into any securities issued by the Company in any future financing, offering, investment, or other fund raising transactions (a “Future Transaction”) undertaken by the Company or its Affiliates, on terms and conditions to be mutually agreed by the Company and the Holder, provided that any purchase price per share applicable to the Holder’s securities issued in the Future Transaction shall not be greater than the conversion price that is then applicable under this Note. The Company shall provide the Holder with written notice of any proposed Future Transaction at least fifteen (15) days prior to the consummation thereof, and the Holder may elect, in its sole discretion, to participate in such Future Transaction by delivering written notice to the Company within ten (10) days of receipt of such notice. For the avoidance of doubt, the Holder’s right to roll the Notes into a Future Transaction is exercisable at the Holder’s sole discretion and shall not obligate the Holder to participate in any such Future Transaction. Notwithstanding anything herein to the contrary, this Section 6.4 shall not apply to an Exempt Issuance. The rights set forth in this Section 6.4 shall apply based on each holder of a Note’s applicable Pro Rata Portion if such Future Transaction constitutes less than the aggregate principal amount of all Notes.

6.5 Governing Law. This Note and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of Delaware (the “Governing Jurisdiction”) without regard to conflict of law principles that would result in the application of any law other than the law of the Governing Jurisdiction, including all matters of construction, validity and performance.

6.6 Jurisdiction; Venue; Service.

(a) The Company hereby irrevocably consents to the exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.

(b) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.

(c) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of Delaware sitting the City and County of Wilmington, New Castle County, and the United States District Court in the City and County of Wilmington, New Castle County, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such Delaware State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) The Company and the Holder irrevocably waive personal service of process and consent to process being served in such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail or overnight delivery (with evidence of delivery) at the address provided for notices under this Note and agree that such service shall constitute good and sufficient service of process and notice thereof.

(e) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

6.7 Waiver of Jury Trial. THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

6.8 Reimbursement of Fees. If the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses, reasonably incurred by the Holder in any action in connection with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

6.9 Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.

6.10 Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or Interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

ARTICLE VII

CERTAIN DEFINITIONS

For purposes of this Note, the following terms shall have the following meanings:

7.1 “Alternate Conversion Price” means 75% of the lowest traded price of the Common Stock during the five consecutive Trading Day period ending on the Trading Day prior to delivery or deemed delivery of the applicable Notice of Conversion.

7.2 “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.

7.3 “Closing Sale Price” means, for any security as of any date, the last closing sale price on such date for such security on the Principal Market as reported by the Principal Market.

7.4 “Conversion Price” means the lower of $1.75 per share, or $0.01 above the Closing Sale Price on the date of Conversion, provided however, that upon any occurrence of an Event of Default, the Holder may thereafter elect to use the Alternate Conversion Price as the Conversion Price hereunder.

7.5 “Commission” means the Securities and Exchange Commission.

7.6 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

7.7 “Material Adverse Effect” means any material adverse effect on (i) the enforceability of this Note, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with pandemics, earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions, (D) any action taken, or omitted to be taken, by the Holder, its affiliates or its or their respective successors and assigns with respect to the transactions contemplated by this Note, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Note or the consummation of the transactions contemplated by this Note, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under this Note to be performed as of the date of determination.

7.8 “Other Notes” means any other promissory notes issued by the Company to the Holder.

7.9 “Periodic Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and any Current Reports on Form 8-K.

7.10 “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

7.11 “Principal Market” shall mean The NYSE American (or any nationally recognized successor thereto); provided, however, that in the event the Company’s Common Stock is not listed on The NYSE American (or any nationally recognized successor thereto) but is then listed or traded on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE Arca, or the OTCQB or the OTCQX operated by OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.

7.12 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

7.13 “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

7.14 “Trading Day” shall mean any day during which the Principal Market shall be open for business.

7.15 “Transaction Document” means, each of this Note, any Other Notes and any and all documents, agreements, instruments or other items executed or delivered in connection with any of the foregoing, including without limitation the Note Purchase Agreement and the Security Agreement.

** Signature Page Follows **

IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed as of the Issuance Date.

COMPANY:
SPLASH BEVERAGEGROUP, INC. ****
By:
Name:	Robert<br>Nistico
Title:	Chief Executive Officer
HOLDER:
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_____________________ ****
By:
Name:
Title:

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of SPLASH BEVERAGE GROUP, INC., a Nevada corporation (the “Borrower”), according to the conditions of the secured convertible note of the Borrower dated as of [____] (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).

Name of DTC Prime Broker: ____________________________________________________________

Account Number: ___________________________________________________________________

[ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name:	[NAME]
Address:	[ADDRESS]

Date of Conversion: ________________________________

Applicable Conversion Price: $ ________________________

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes: ___________________

Amount of Principal Balance Due remaining

Under the Note after this conversion: ___________________

Accrued and unpaid interest remaining: _________________

[HOLDER]

By:
Name:	[NAME]
Title:	[TITLE]
Date:	[DATE]

EXHIBIT 10.1

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT(this “Agreement”), dated as of September 19, 2025 (the “Execution Date”), is entered into by and between SPLASH BEVERAGE GROUP, INC., a Nevada corporation (the “Company”), and ________________________ (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein. This Agreement is one of a series of Note Purchase Agreements (such other Note Purchase Agreements, the “Other Agreements”) pursuant to which secured convertible promissory notes are being sold on the terms set forth in the Transaction Documents (as defined below) (such other notes, the “Other Notes,” and together with the Note (as defined below) being sold and issued hereunder, collectively, the “Notes”)). Reference herein to “Buyers” or “a Buyer” refers to the Buyer and the other investors under the Other Agreements. The aggregate principal of the Notes shall be $2,200,000.

WHEREAS, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a secured convertible promissory note of the Company, in the form attached hereto as Exhibit A, in the principal amount as set forth on the Issuance Schedule attached hereto (such note, together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”) convertible into shares (the “Conversion Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”), pursuant to the terms of the Note, and secured by that certain security agreement entered into between the parties on the Execution Date (the “Security Agreement”); and

WHEREAS, as an inducement to enter into this Agreement, the Company has agreed to enter into that certain Stock Purchase Agreement by and between the Company and Buyer, dated September 19, 2025 in the form attached hereto as Exhibit B (the “ELOC Agreement”).

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.	PURCHASE AND SALE OF SECURITIES.
(a)	Closing. On the Closing Date (as defined below), the Company shall<br>sell and issue to the Buyer and the Buyer shall purchase the Note in such principal amount, and for such funding price, set forth on the<br>Issuance Schedule under “Closing” (the “Closing”), which such funding amount among the Buyer and<br>the Other Buyers shall collectively be $2,000,000 for the Closing (the “Company Funding Amount”), as more particularly<br>set forth on the Issuance Schedule. The date on which Buyer funds such Note shall be the “Funding Date.”
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(b)	Closing Date. The date of the issuance and sale of the Note constituting<br>the Closing pursuant to this Agreement (the “Closing Date”) shall be the Execution Date.
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(c)	Form of Payment. On the Funding Date, the Buyer shall deliver the<br>Company Funding Amount by wire transfer of immediately available funds, in accordance with the Company’s written wiring instructions.
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(d)	ELOC Agreement. At the Closing, the Company shall deliver the to<br>the Buyer an executed copy of the ELOC Agreement and all of the ancillary documents contemplated by the ELOC Agreement.
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(e)	Ranking. Pursuant to the Security Agreement, the Company pledges<br>and grants to the Buyer a continuing priority lien and security interest in favor of the Buyer in and to all of its right, title and interest<br>in and to the Collateral as defined therein.
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2.	REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:
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(a)	Authorization; Enforcement. This Agreement has been duly and validly<br>authorized by the Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a<br>valid and binding agreement of the Buyer enforceable in accordance with its terms.
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(b)	Accredited Investor Status. The Buyer is (i) an “accredited<br>investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)<br>(an “Accredited Investor”), (ii) experienced in making investments of the kind described in this Agreement and the<br>related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors<br>(who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own<br>interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire<br>loss of its investment in the Securities.
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3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer<br>that as of the Execution Date and as of each Closing Date and as of the Funding Date (or as of such other time expressly specified below):
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(a)	Corporate Governance Compliance:
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(i) Issuance of Note and Conversion Shares. The Note has been duly authorized and is being validly issued to the Buyer. The Conversion Shares have been duly authorized and fully reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Conversion Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.

(ii) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. Other than approval of the Company’s stockholders for the issuance of shares of Common Stock upon conversions of the Note in excess of the Exchange Cap (as defined below) in accordance with the rules of the Trading Market, the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application and subject to the Stockholder Approval. “Exchange Cap” means such maximum number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately preceding the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market and (ii) appropriately adjusted for any reorganization, recapitalization stock split or other similar transaction that occurs after the date of this Agreement.

(iii) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary.

(b)	SEC and Offering Compliance:

(i) Brokers. No broker is entitled to a commission payable by the Company in connection with the transactions contemplated by this transaction and the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. Any all fees due to any brokers shall be paid and satisfied by the Company at the Closing.

Regulation D Compliance. With respect to Securities to be offered and sold hereunder, and subject to and in reliance on the Buyers’ representations and warranties made in Section 2, the Company will satisfy all of the applicable requirements of compliance with Rule 506 under the Securities Act.

(ii) Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to the Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(c)	Operations Related:

(i) Absence of Certain Changes. Except as disclosed in the Company’s public filings with the SEC or in Schedule 3(c), since June 26, 2025, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries, taken as a whole.

(d)	General

(i) Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3 in any material respect, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an “Event of Default” under the Note.

(ii) Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note is absolute and unconditional regardless of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company.

(iii) Rollover Rights. Notwithstanding anything to the contrary herein, the Buyer shall have the right, but not the obligation, to exchange, convert, or roll all or any portion of the Note purchased under this Agreement into any securities issued by the Company in any future financing, offering, investment, or other fund raising transactions (a “Future Transaction”) undertaken by the Company or its Affiliates, on terms and conditions to be mutually agreed by the Company and the Buyer, provided that any purchase price per share applicable to the Buyer’s securities issued in the Future Transaction shall not be greater than the conversion price that is then applicable under the Note. The Company shall provide the Buyer with written notice of any proposed Future Transaction at least fifteen (15) days prior to the consummation thereof, and the Buyer may elect, in its sole discretion, to participate in such Future Transaction by delivering written notice to the Company within ten (10) days of receipt of such notice. For the avoidance of doubt, the Buyer’s right to roll the Notes into a Future Transaction is exercisable at the Buyer’s sole discretion and shall not obligate the Buyer to participate in any such Future Transaction. Notwithstanding anything to the contrary, this Section 3(d)(iii) and the rights and obligations hereunder shall not apply to an Exempt Issuance. The rights set forth in this Section 3(d)(iii) shall apply based on each holder of a Note’s applicable Pro Rata Portion if such Future Transaction constitutes less than the aggregate principal amount of all Notes.

4.	GENERAL COVENANTS.
(a)	Use of Proceeds. The Company shall use the proceeds from the sale<br>of the Note solely for general working capital purposes and as set forth on Schedule 4(a).
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(b)	Reservation of Shares. The Company covenants that while the Note<br>and/or Conversion Shares remain outstanding, the Company will reserve from its authorized and unissued Common Stock, three times (300%)<br>the number of shares of Common Stock, free from pre-emptive rights, that would both be issuable upon full, unconditioned conversion of<br>the Note calculated on the basis of the conversion price of the Note in effect as the Closing Date, which such reserved amounts shall<br>be increased by the Company, or upon the written demand of the Buyer, from time to time in accordance with its obligations under such<br>Note. In addition to all other rights in this Agreement and the Notes, in the event that on any date (the “Reserve Depletion<br>Date”) the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding<br>the Note, the Company shall first convert as much as would be permitted based on the number of authorized and available shares of Common<br>Stock and then shall use best efforts to increase its authorized Common Stock within thirty (30) days of the Reserve Depletion Date or<br>as soon as reasonably practicable thereafter.
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(c)	Indemnification. Each party hereto (an “Indemnifying Party”)<br>agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person<br>or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or<br>the rules and regulations thereunder (an “Indemnified Party”) from and against any Damages, joint or several, and any<br>action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation,<br>breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained<br>in this Agreement.
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(d)	Certain Expenses and Fees. The Company shall pay all stamp taxes<br>and other taxes and duties levied in connection with the delivery of the Note to the Buyer. In addition, the Company shall pay/reimburse<br>the legal fees of the Buyer up to $30,000.00 via a direct payment to the Buyer’s legal counsel immediately upon the Execution Date.
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(e)	Listing. The Company shall work in good faith to secure the listing<br>of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock<br>are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long<br>as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon exercise<br>of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common<br>Stock on the Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the<br>bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.
5.	SPECIAL COVENANTS
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(a)	Piggyback Registration Rights. Notwithstanding the registration rights<br>contained in Section 5(e) below, upon written demand of the Holder in accordance herewith, the Company shall include on any registration<br>and/or offering statement filed with the SEC other than an at-the-market offering, including without limitation on any offering statement<br>on Form 1-A, all Conversion Shares for resale by the Buyer. In addition to all other remedies at law or in equity or otherwise under this<br>Agreement or any other Transaction Documents, failure to do so will result in liquidated damages of $50,000.00 pursuant to this Section<br>5(a), being immediately due and payable to the Buyer at its election in the form of cash payment. The Company shall notify the Holder<br>of an intended registration at least 15 Trading Days prior to the filing of the applicable registration statement, and the Holder shall<br>make its written demand to include its shares in such registration statement within three Trading Days thereafter. The liquidated damages<br>provided herein shall not apply if the Holder does not timely provide such written demand or fails to provide the Company with information<br>and documents which are reasonably necessary for inclusion of the shares in such registration statement.
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(b)	Repayment from Proceeds. While any portion of the Note is owed and<br>outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from the Buyer under the ELOC Agreement, in every<br>instance thereafter that the Company receives any gross cash proceeds from the issuance of any of its securities pursuant to the ELOC<br>Agreement, the Company shall, within one (1) Trading Day of the Company’s receipt of such proceeds, inform the Buyer of such receipt,<br>following which the Company shall immediately apply thirty percent (30%) of such proceeds to repay the outstanding amounts owed under<br>the Note until the Note is paid in full, which the Company must complete within one (1) Trading Day after the Company’s receipt<br>of such proceeds. Such repayment shall be made based on the Holder’s Pro Rata Portion of its Note relative to the holders of<br>Other Notes. “Pro Rata Portion” means the ratio of (x) the purchase price paid by the Buyer for the Buyer’s<br>Note divided by (y) the aggregate purchase price paid by all Buyers for all Notes.
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(c)	Filing of Current Report and Registration Statement. The Company<br>agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions<br>contemplated by, and describing the material terms and conditions of, this Agreement and the Registration Rights Agreement (the “Current<br>Report”). The Company shall also file with the SEC, within thirty (30) calendar days from the Execution Date, a new registration<br>statement on Form S-1 (the “Registration Statement”) covering the resale of the Conversion Shares, in accordance with<br>the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the Execution Date (the “Registration<br>Rights Agreement”). The Company shall permit the Buyer to review and comment upon the substantially final pre-filing draft version<br>of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give due consideration to<br>all such comments. The Buyer shall use its reasonable best efforts to comment upon the Current Report within one (1) Trading Day<br>from the date the Buyer receives the substantially final version thereof from the Company. The Buyer shall cooperate with the Company<br>as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement<br>with the SEC.
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(d)	Stockholder Approval. As soon as practicable after the Execution<br>Date, but in any event no later than October 31, 2025 (the “Stockholder Meeting Deadline”), the Company shall hold<br>a meeting of its stockholders to seek approval of a waiver of the Exchange Cap regarding the issuance of all shares of Common Stock issuable<br>pursuant to this Agreement, all shares of Common Stock underlying the Note, and regarding all other shares of Common Stock directly or<br>indirectly held by the Buyer under any other instruments or securities, and, if needed, an increase in the authorized number of shares<br>of Common Stock to afford the Company the ability to consummate all of the issuances of Common Stock contemplated under such agreements<br>and instruments (approval of all such proposals, the “Stockholder Approval”). In connection with such meeting, the<br>Company shall provide each stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and<br>shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s<br>stockholders that they approve such proposal(s). The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder<br>Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder<br>Meeting Deadline, the Company shall cause an additional stockholder meeting to be held as soon as possible. If, despite the Company’s<br>reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an<br>additional stockholder meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. For the avoidance of doubt,<br>if the Company fails to obtain Stockholder Approval, the Exchange Cap shall be applicable for all purposes.
(e)	Breach of Covenants. If the Company breaches any of the covenants<br>set forth in Section 4 above, this Section 5, or any other provisions set forth in this Agreement in any material respect,<br>then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an “Event<br>of Default” under the Note.
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6.	Transfer Agent Instructions. Prior to registration<br>of the Conversion Shares under the Securities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without<br>any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall<br>bear the restrictive legend specified in the Note. The Company warrants that: (i) no stop transfer instructions will be given by the Company<br>to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to<br>the extent provided in this Agreement and the Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or<br>hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares<br>to be issued to the Buyer upon exercise of, as and when required by this Agreement; and (iii) it will not fail to remove (or direct its<br>Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw<br>any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares as contemplated by the terms of this Agreement.<br>Nothing in this Section shall affect in any way the Buyer’s obligations and agreement to comply with all applicable prospectus delivery<br>requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company (which shall be at the cost of the Company), with<br>(i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public<br>sale or transfer of any Securities may be made without registration under the Securities Act and such sale or transfer is effected or<br>(ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer,<br>and, in the case of the Conversion Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive<br>legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take<br>all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Note) shares. The Company<br>acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose<br>of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations<br>under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this<br>Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring<br>immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
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7.	GOVERNING LAW; MISCELLANEOUS.
(a)	Governing Law. This Agreement shall be governed by and construed<br>in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Each party hereby irrevocably<br>submits that any dispute, controversy or claim arising out of or relating to this Agreement, shall be submitted to the exclusive jurisdiction<br>of the state courts of the State of Delaware and the United States District Court for the District of Delaware. The parties to this Agreement<br>hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based<br>on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other<br>party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered<br>in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative<br>to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision<br>which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.<br>Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding<br>in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight<br>delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such<br>service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit<br>in any way any right to serve process in any other manner permitted by law.
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(b)	JURY TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE A TRIALBY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISINGOUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.
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(c)	Counterparts; Signatures by Electronic Mail. This Agreement may be<br>executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement<br>and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed<br>by a party, may be delivered to the other party hereto by electronic mail transmission of a copy of this Agreement bearing the signature<br>of the party so delivering this Agreement.
(d)	Headings. The headings of this Agreement are for convenience of reference<br>only and shall not form part of, or affect the interpretation of, this Agreement.
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(e)	Severability. In the event that any provision of this Agreement or<br>of any of the Transaction Documents is invalid or unenforceable under any applicable statute or rule of law, then such provision shall<br>be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of<br>law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any<br>other provision hereof.
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(f)	Entire Agreement; Amendments. This Agreement and the instruments<br>referenced herein, and the Transaction Documents, contain the entire understanding of the parties with respect to the matters covered<br>herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,<br>warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by<br>an instrument in writing signed by the Buyer and the Company.
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(g)

Notices. Any notices, consents, demands, requests, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient; or (iii) one (1) Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company, to:

If to the Company:

Splash Beverage Group, Inc.

1314 E Las Olas Blvd. Suite 221

Fort Lauderdale, FL 33301

E-mail: ________

Attention: Robert Nistico, Chief Executive Officer

With a copy to (which shall not constitute notice or service of process):

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

E-mail: mharris@nasonyeager.com

Attention: Michael D. Harris, Esq.

If to the Buyer:

_______________

With a copy to (which shall not constitute notice or service of process):

_______________

Either party hereto may from time to time change its address or e-mail for notices under this Section 9(g) by giving at least ten (10) days’ prior written notice of such changed address to the other party hereto.

(h)	Successors and Assigns. This Agreement shall be binding upon and<br>inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or<br>any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section<br>2(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or<br>to any of its “affiliates,” as that term is defined under the Exchange Act, without the consent of the Company.
(i)	Third Party Beneficiaries. This Agreement is intended for the benefit<br>of the parties hereto, and the Affiliates of Buyer, and their respective permitted successors and assigns and is not for the benefit of,<br>nor may any provision hereof be enforced by, any other Person.
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(h)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the Exchange Act, without the consent of the Company.

(i)

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto, and the Affiliates of Buyer, and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

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(j)	Survival. The representations and warranties of the Company and the<br>agreements and covenants set forth in this Agreement shall survive the Closings hereunder as well as the termination/satisfaction of the<br>Note for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all its officers,<br>directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any of its representations,<br>warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement<br>of expenses as they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all its officers, directors, employees<br>and agents for loss or damage arising as a result of or related to any breach by the Buyer of any of its representations, warranties and<br>covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses<br>as they are incurred.
(k)	Further Assurances. Each party shall do and perform, or cause to<br>be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments<br>and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement<br>and the consummation of the transactions contemplated hereby.
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(l)	No Strict Construction. The language used in this Agreement will<br>be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied<br>against any party.
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(m)	Remedies.
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(i) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

(ii) In addition to any other remedy provided herein or in any document executed in connection herewith, the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration, litigation, contest, dispute, suit or any other action to enforce any rights of the Buyer against the Company in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees, and costs and time charges of counsel to the Buyer.

(n)	Publicity. The Company and the Buyer shall have the right to review<br>for a reasonable period of time before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements<br>with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the<br>prior approval of the Buyer, to make any SEC, Trading Market or FINRA filings with respect to such transactions as is required by applicable<br>law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release<br>and shall be provided with a copy thereof to the extent practicable).
8.	DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings<br>specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
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(n)

Publicity. The Company and the Buyer shall have the right to review for a reasonable period of time before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any SEC, Trading Market or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof to the extent practicable).

DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

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“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common Stock Equivalent” means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Damages” shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” means the issuance of (i) Common Stock, Common Stock Equivalents, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee of the Board of Directors established for such purpose, (ii) any Securities issued to the Buyer pursuant to this Agreement, (iii) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Buyer at any time, (iv) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents that are issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (iv) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (v) Common Stock issued pursuant to the Company’s employee stock purchase plan, or (vi) Common Stock or Common Stock Equivalents issued to a broker-dealer registered as such with the SEC.

“Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization, any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Securities” means, collectively, the Note, the Conversion Shares, and any other securities of the Company issued in connection with or in exchange for any of the foregoing.

“Subsidiary” or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Trading Day” shall mean a day on which the NYSE American stock market shall be open for business.

“Trading Market” means the NYSE American stock market.

“Transaction Documents” shall mean this Agreement, the Note, the ELOC Agreement, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

“Transfer Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer Agent Instruction Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit C attached hereto.

** signature page follows **

IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed as of the Execution Date.

COMPANY:
SPLASH BEVERAGE GROUP, INC.
By:
Name:	Robert Nistico
Title:	Chief Executive Officer
BUYER:
By:
Name:
Title:

** Signature Page to Note Purchase Agreement **

ISSUANCE SCHEDULE

CLOSING

(1)	(2)	** (5)**
Buyer	Face Value of Note	** ** Funding Amount
_________	_____	_____

*Shall collectively be net $1,970,000 subject to the Company’s reimbursement/direct payment at the Closing to the Buyer’s legal counsel for legal fees/transaction expenses on the Buyer’s behalf as contemplated by Section 4(d) of the Agreement.

EXHIBITS

EXHIBIT A – FORM OF NOTE

EXHIBIT B – FORM OF ELOC AGREEMENT

EXHIBIT C – FORM OF TRANSFER AGENT INSTRUCTION LETTER

EXHIBIT A

FORM OF NOTE

[Attached.]

EXHIBIT B

FORM OF ELOC AGREEMENT

[Attached.]

EXHIBIT C

FORM OF TRANSFER AGENT INSTRUCTION LETTER

[Attached.]

EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2025 (the “Execution Date”), is entered into by and between SPLASH BEVERAGE GROUP, INC., a Nevada corporation (the “Company”), and ____________,a Delaware limited partnership (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investor, and the Investor has agreed to purchase, a Secured Convertible Promissory Note (the “Note”) convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and

B. To induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby, intending to be legally bound, agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

a. “Investor” means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

b. “Person” means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

c. “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).

d. “Registrable Securities” means all of the Conversion Shares that may, from time to time, be issued or become issuable to the Investor under the Note (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Note.

e. “Registration Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities, including, for the avoidance of doubt, any New Registration Statement (as defined below).

2. REGISTRATION.

a. Mandatory Registration. The Company shall, within thirty (30) calendar days after the Execution Date, file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then-prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel; provided, however, the Company may delay filing or suspend the use of any Registration Statement if the Company determines upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Conversion Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The initial Registration Statement shall register only Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor acknowledges that it will be identified in the initial Registration Statement (and in any New Registration Statement) as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and the Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest practicable date. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no shares of Common Stock remain issuable under the Purchase Agreement or such Registrable Securities may be sold under Rule 144 promulgated under the Securities Act or Section 4(a)(1) under the Securities Act (the “Registration Period”). The effective Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

b. Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version of such prospectus.

c. Sufficient Number of Shares Registered. In the event the number of shares of Common Stock available under the Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Registration Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a)) as soon as reasonably practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause such amendment and/or New Registration Statement to become effective as soon as reasonably practicable following the filing thereof.

d. Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consulting with the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register the Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

3. RELATED OBLIGATIONS.

With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, including on any New Registration Statement, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration Period, and, during such period, comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement.

b. The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to filing such Registration Statement or New Registration Statement with the SEC, and not file any such document in a form to which the Investor reasonably objects in writing. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within one (1) Business Day from the date the Investor receives the substantially final version thereof. The Company shall furnish to the Investor, without charge, any correspondence from the SEC or the Staff to the Company or its representatives relating to the Registration Statement or any New Registration Statement.

c. Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” or “delivered to the Investor” hereunder.

d. The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by any Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. Nor shall the Company be obligated to file in any state that employs “merit review.” The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of written notice of the initiation or threatening of any proceeding for such purpose.

e. As promptly as reasonably practicable after becoming aware of any event or fact, the result of which makes a material fact included in any Registration Statement, as then in effect, or any prospectus included therein untrue or results in the omission of a material fact required to be stated therein or necessary in order to make the statements then made therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, the Company shall notify the Investor in writing of the happening of such event or existence of such facts (provided that in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(n), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when any Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness or by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to any Registration Statement would be appropriate.

f. The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

g. The Company shall (i) cause all the Registrable Securities to be listed on the Principal Market if the listing of such Registrable Securities is then permitted under the rules of the Principal Market, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).

h. The Company shall cooperate with the Investor to facilitate the timely issuance of the Registrable Securities to be offered pursuant to any Registration Statement, it being agreed that such Registrable Securities shall be issued as DWAC Shares and in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.

i. The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.

j. If reasonably requested in writing by the Investor, the Company shall: (i) as soon as practicable after receipt of written notice from the Investor, incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or New Registration Statement.

k. The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate the disposition of such Registrable Securities.

l. Within one (1) Business Day after any Registration Statement which includes the Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall direct legal counsel for the Company to deliver, to the Transfer Agent (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in substantially the form attached hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall direct its counsel to deliver to the Investor a written confirmation whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is current and available to the Investor for sale of all of the Registrable Securities.

m. The Company shall take such other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any Registration Statement.

n. Notwithstanding anything to the contrary contained herein, prior to the effective date of the Registration Statement, the Company may, upon written notice to the Investor, delay the initial effectiveness of any Registration Statement, or, at any time after the effective date of the Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds thirty (30) consecutive trading days or an aggregate of ninety (90) trading days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable).

4. OBLIGATIONS OF THE INVESTOR.

a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

b. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements thereof.

c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(n) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(n) or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e). Notwithstanding anything to the contrary, the Company shall direct the Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(n) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

5. EXPENSES OF REGISTRATION.

All reasonable expenses of the Company, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

6. INDEMNIFICATION.

a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement (such settlement with the consent of the Company, and such consent not to be unreasonably withheld) or reasonable expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made by the Company in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,

including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable and documented legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification obligations contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto or prospectus contained therein, if such Registration Statement, New Registration Statement or amendment thereof or supplement thereof or prospectus contained therein was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Investor agrees that the provisions of any Registration Statement or New Registration Statement entitled “Selling Stockholder” and “Plan of Distribution” are the sole provisions relating to written information supplied by the Investor. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.

b. In connection with the Registration Statement or any New Registration Statement or prospectus, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning of Section 20 of the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit B attached hereto or updated from time to time in writing by the Investor and furnished to the Company by the Investor expressly for use in connection with such Registration Statement or prospectus or any New Registration Statement or from the failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred (and documented) by such Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity obligations contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.

c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the reasonable and documented fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

d. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant to this Section 6 that is later determined (via definitive adjudication) not to be entitled to such payment shall return such payment to the Person making it.

e. The indemnity obligations contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to applicable law.

7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACT.

With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees, at the Company’s sole expense, for as long as the Investor owns Registrable Securities, to use commercially reasonable efforts to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

c. furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request (i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144(c), the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

d. take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise reasonably cooperate with the Investor and the Investor’s broker to effect such sale of securities pursuant to Rule 144; provided, however, the Investor shall provide such documents as may be reasonably required by the Transfer Agent in connection therewith, including any written representations or certifications of the Investor or its broker (which shall not include any opinion of the Investor’s counsel) that may be required by the Transfer Agent in connection therewith.

The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.

10. AMENDMENT OF REGISTRATION RIGHTS.

No provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11. MISCELLANEOUS.

a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities as set forth on the books and records of the Transfer Agent.

b. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company:

Splash Beverage Group, Inc.

1314 E Las Olas Blvd. Suite 221

Fort Lauderdale, FL 33301

Attention: Robert Nistico, Chief Executive Officer

With a copy to (which shall not constitute notice or service of process):

Michael D. Harris, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard

Suite 305

Palm Beach Gardens, FL 33410

E-mail: MHarris@nasonyeager.com

Attention: Michael Harris

If to the Investor:

__________________

E-mail:____________

Attention:__________

With a copy to (which shall not constitute notice or service of process):

__________________

E-mail:____________

Attention:__________

If to the Transfer Agent:

Vstock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

or at such other address and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmaCtion of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, and recipient email address, as applicable or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

c. This Agreement, and all claims or cause of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed and enforced as provided in the Purchase Agreement. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts as provided in the Purchase Agreement.

d. This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

e. This Agreement is intended for the benefit of the parties hereto and, subject to the requirements of Section 9, their successors and permitted assigns and, except as set forth in Section 6 with respect to those Persons entitled to indemnity thereunder, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

f. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

g. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

h. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

i. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party. The term “or” shall not be exclusive.

* * * * * *

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of the Execution Date.

THE COMPANY:
SPLASH BEVERAGE GROUP, INC.
By:
Name:	Robert Nistico
Title:	Chief Executive Officer
INVESTOR:
By:
Name:
Title:

EXHIBIT A

TO REGISTRATION RIGHTS AGREEMENT

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

EXHIBIT B

TO REGISTRATION RIGHTS AGREEMENT

Information About The Investor Furnished To TheCompany By The Investor

Expressly For Use In Connection With The Registration Statement

Information With Respect to the Investor

[To be provided.]

EXHIBIT 10.3

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2025 (the “Execution Date”), by and between SPLASHBEVERAGE GROUP, Inc., a Nevada corporation (the “Company”), and**_____**, a Delaware limited partnership (the “Investor”).

WHEREAS:

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, from time to time and as provided herein, up to Thirty-Five Million Dollars ($35,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the terms herein regarding the Exchange Cap (as defined below). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor, intending to be legally bound, hereby agree as follows:

1. CERTAINDEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Available Amount” means, initially, Thirty-Five Million Dollars ($35,000,000) in the aggregate, which amount shall be reduced by the Purchase Amount each time the Investor purchases Purchase Shares pursuant to Section 2 hereof.

(b) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

(c) “Business Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market is open for trading for a period of time less than the customary time.

(d) “Closing Sale Price” means, for any security as of any date, the last closing sale price on such date for such security on the Principal Market as reported by the Principal Market, during regular hours trading ending at 4:00 pm Eastern time (to be appropriately adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction).

(e) “Common Stock Equivalent” means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(f) “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), regardless of whether it is designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that (X) the receiving party (1) gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure and (2) furnishes only that portion of the Confidential Information that is legally required to be disclosed, and (Y) any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.

(g) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(h) “DTC” means The Depository Trust Company, or any successor performing substantially the same function for the Company.

(i) “DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) the resale of which is registered under an effective registration statement and (iii) timely credited, once a DWAC notice is received, by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(k) “Exempt Issuance” means the issuance of (i) Common Stock, Common Stock Equivalents, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee of the Board of Directors established for such purpose, (ii) any Securities issued to the Investor pursuant to this Agreement, (iii) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, (iv) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents that are issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (iv) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (v) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or otherwise in connection with a strategic transactions or strategic investor approved by the Company’s Board of Directors or a majority of the members of a committee of directors established for such purpose, (vi) Common Stock issued pursuant to the Company’s employee stock purchase plan, or (vii) Common Stock or Common Stock Equivalents issued to a broker-dealer registered as such with the SEC.

(l) “Fixed Purchase Date” means, with respect to a Fixed Purchase made pursuant to Section 2(a) hereof, the Business Day on which the Investor receives, after 9:30 a.m., Eastern time, but prior to 11:00 a.m., Eastern time, on such Business Day, a valid Fixed Purchase Notice for such Fixed Purchase in accordance with this Agreement.

(m) “Fixed Purchase Notice” means, with respect to any Fixed Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Fixed Purchase Price as specified by the Company therein on the applicable Fixed Purchase Date for such Fixed Purchase.

(n) “Fixed Purchase Price” means, with respect to any Fixed Purchase made pursuant to Section 2(a) hereof, the lesser of ninety-five percent (95%) of: (i) the lowest sale price of the Common Stock on the Business Day immediately preceding applicable Fixed Purchase Date for such Fixed Purchase (to be appropriately adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction) or (ii) the daily VWAP for the Common Stock during the five (5) consecutive Business Days ending on the Business Day immediately preceding such Fixed Purchase Date for such Fixed Purchase (in each case, to be appropriately adjusted for any reorganization, recapitalization, stock split or other similar transaction that occurs on or after the date of this Agreement). Notwithstanding the foregoing, in the event that (a) the Investor is the holder of any Common Stock on the Fixed Purchase Date and (b) if within three (3) Business Days immediately following a Fixed Purchase Date, the Company issues or sells any shares of Common Stock or Common Stock Equivalents (calculated on an as converted, as exercised basis), in each case other than pursuant to an Exempt Issuance, pursuant to which shares of Common Stock may be acquired at a per share price less than the Fixed Purchase Price for such Fixed Purchase (the “New Issuance Price”), then the Fixed Purchase Price related to that subject Fixed Purchase Notice shall be reduced to the New Issuance Price, subject to Section 2(e)(ii) hereof.

(o) “Floor Price” means, with respect to any Fixed Purchase, or VWAP Purchase made pursuant to Section 2 hereof, $0.80 and $0.85 respectively, which shall be appropriately adjusted for any reorganization, recapitalization, stock split or other similar transaction.

(p) “Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with pandemics, earthquakes, hurricanes or similar storms, flood due to other causes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions, (D) any action taken, or omitted to be taken, by the Investor, its affiliates or its or their respective successors and assigns with respect to the transactions contemplated by this Agreement or the Registration Rights Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the Registration Rights Agreement or the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.

(q) “Maturity Date” means the first day of the month immediately following the thirty-six (36) month anniversary of the Commencement Date.

(r) “PEA Period” means the period commencing at 9:30 a.m., Eastern time, on the fifth (5th) Business Day immediately prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement).

(s) “Person” means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity, and a government or any department or agency thereof.

(t) “Principal Market” means The NYSE American (or any nationally recognized successor thereto); provided, however, that in the event the Company’s Common Stock is not listed on The NYSE American (or any nationally recognized successor thereto) but is then listed or traded on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE Arca, or the OTCQB or the OTCQX operated by OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.

(u) “Purchase Amount” means, with respect to any Fixed Purchase or any VWAP Purchase made hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.

(v) “Purchase Date” means any date that is a Fixed Purchase Date and/or a VWAP Purchase Date, as applicable.

(w) “Purchase Shares” has the meaning in the WHEREAS clause.

(x) “Sale Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the Principal Market.

(y) “SEC” means the U.S. Securities and Exchange Commission.

(z) “Securities” means, collectively, the Purchase Shares and the Commitment Shares.

(aa) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(bb) “Subsidiary” means any Person the Company wholly owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

(cc) “Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

(dd) “Transfer Agent” means VStock Transfer, LLC, or such other Person who is then serving as the transfer agent for the Company in respect of the Common Stock.

(ee) “VWAP” means in respect of a Fixed Purchase Date and a VWAP Purchase Date, as applicable, the volume weighted average price of the Common Stock on the Principal Market, as reported by Bloomberg, L.P. using the AQR function.

(ff) “VWAP Purchase Date” means, with respect to any VWAP Purchase made pursuant to Section 2(b) hereof, the Business Day that is the applicable Fixed Purchase Date with respect to the corresponding Fixed Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof.

(gg) “VWAP Purchase Minimum Price Threshold” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, eighty-five percent (85%) of the Closing Sale Price of the Common Stock on the Business Day immediately preceding the applicable Fixed Purchase Date with respect to the corresponding Fixed Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof.

(hh) “VWAP Purchase Notice” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the number of Purchase Shares specified by the Company therein as the VWAP Purchase Share Amount to be purchased by the Investor (such specified VWAP Purchase Share Amount subject to adjustment in accordance with Section 2(b) hereof as necessary to give effect to the Purchase Share amount limitations applicable to such VWAP Purchase Share Amount as set forth in this Agreement) at the applicable VWAP Purchase Price on the applicable VWAP Purchase Date for such VWAP Purchase.

(ii) “VWAP Purchase Price” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, the lesser of ninety-five percent (95%) of (i) the Closing Sale Price of the Common Stock on the Business Day immediately preceding such applicable VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction) or (ii) the lowest sale price of the Common Stock for the period beginning at 9:30:01 a.m., Eastern time, on the applicable VWAP Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable VWAP Purchase Date (the “VWAP Purchase Commencement Time”), and ending at the earliest of (A) 11:00:00 a.m., Eastern time, on such applicable VWAP Purchase Date, (B) such time, from and after the VWAP Purchase Commencement Time for such VWAP Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable VWAP Purchase Share Volume Maximum, and (C) such time, from and after the VWAP Purchase Commencement Time for such VWAP Purchase, that the Sale Price has fallen below the applicable VWAP Purchase Minimum Price Threshold (such earliest time described in (ii)(A), (ii)(B) and (ii)(C) above, the “VWAP Purchase Termination Time”). Provided, however, in no event shall any Purchase Shares be sold by the Company at a price lower than VWAP Purchase Minimum Price Threshold. Notwithstanding the foregoing, in the event that (a) the Investor is the holder of any Common Stock on the VWAP Purchase Date and (b) if within three (3) Business Days following a VWAP Purchase Date, the Company issues or sells any shares of Common Stock or Common Stock Equivalents (calculated on an as converted, as exercised basis), in each case other than pursuant to an Exempt Issuance, pursuant to which shares of Common Stock may be acquired at a New Issuance Price, then at the option of the Investor, the VWAP Purchase Price related to that subject VWAP Purchase Notice may be reduced to the New Issuance Price, subject to Section 2(e)(ii) hereof.

(jj) “VWAP Purchase Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in a VWAP Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Fixed Purchase Notice Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Fixed Purchase Notice for the corresponding Fixed Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the VWAP Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable VWAP Purchase Date beginning at the VWAP Purchase Commencement Time for such VWAP Purchase and ending at the VWAP Purchase Termination Time for such VWAP Purchase.

(kk) “VWAP Purchase Share Percentage” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, thirty percent (30%).

(ll) “VWAP Purchase Share Volume Maximum” means, with respect to a VWAP Purchase made pursuant to Section 2(b) hereof, a number of shares of Common Stock equal to (i) the number of Purchase Shares specified by the Company in the applicable VWAP Purchase Notice as the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction).

2. PURCHASE OF COMMON STOCK.

Subject to the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

(a) Commencement of Fixed Sales of Common Stock. Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, until the Maturity Date or as earlier terminated in accordance with the terms of this Agreement, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Purchase Shares at the Fixed Purchase Price on the Fixed Purchase Date therefor in accordance with this Agreement (each such purchase, a “Fixed Purchase”); provided, however that the Investor’s committed obligation shall not exceed (i) $500,000 of shares of Common Stock under any single Fixed Purchase, or (ii) $10,000,000 in the aggregate of Fixed Purchases on any single Business Day, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, the “Fixed Purchase Share Limit”). If the Company delivers any Fixed Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Fixed Purchase Notice exceeds the number of Purchase Shares that the Company is permitted to include in such Fixed Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the number of Purchase Shares that the Company is permitted to include in such Fixed Purchase Notice. The Company may deliver a Fixed Purchase Notice to the Investor as often as every Business Day so long as (i) the Closing Sale Price of the Common Stock on the Business Day immediately preceding the Fixed Purchase Date is not less than the Floor Price and (ii) the Transfer Agent has acknowledged the receipt of, and confirmed the processing of, a Transfer Agent Instruction Letter with respect to all Purchase Shares subject to any prior Fixed Purchase, or, the Investor has actually received all of the such Purchase Shares. Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notices to the Investor during the PEA Period.

(b) VWAP Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, until the Maturity Date or as earlier terminated in accordance with the terms of this Agreement, in addition to Fixed Purchases as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable VWAP Purchase Share Amount at the VWAP Purchase Price on the VWAP Purchase Date therefor in accordance with this Agreement (each such purchase, a “VWAP Purchase”). The Company may deliver a VWAP Purchase Notice to the Investor only (i) on a Fixed Purchase Date on which the Company also properly submitted a Fixed Purchase Notice providing for a Fixed Purchase of a number of Purchase Shares not less than the Fixed Purchase Share Limit then in effect on such Fixed Purchase Date in accordance with this Agreement, (ii) if the Closing Sale Price of the Common Stock on the Business Day immediately preceding such VWAP Purchase Date is not less than the Floor Price, and (iii) if the Transfer Agent has acknowledged the receipt of, and confirmed the processing of, a Transfer Agent Instruction Letter with respect to all Purchase Shares subject to any prior VWAP Purchase, or, the Investor has actually received all of the such Purchase Shares. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the VWAP Purchase Share Amount that the Company is then permitted to include in such VWAP Purchase Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such VWAP Purchase Notice exceeds the VWAP Purchase Share Amount that the Company is then permitted to include in such VWAP Purchase Notice (which shall be confirmed in a VWAP Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the VWAP Purchase Share Amount which the Company is permitted to include in such VWAP Purchase Notice. Within one (1) Business Day after each VWAP Purchase Date for a VWAP Purchase, the Investor will provide to the Company a written confirmation of such VWAP Purchase setting forth the applicable VWAP Purchase Share Amount and VWAP Purchase Price for such VWAP Purchase (each, a “VWAP Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase cs to the Investor during the PEA Period.

(d) Payment for Purchase Shares.

(i) For each Fixed Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Fixed Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the second (2nd) Business Day following the Investor’s receipt of the Purchase Shares as DWAC Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the third (3rd) Business Day following the Investor’s receipt of the Purchase Shares as DWAC Shares.

(ii) For each VWAP Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such VWAP Purchase, as full payment for such Purchase Shares via wire transfer of immediately available funds on the second (2nd) Business Day following the Investor’s receipt of the Purchase Shares as DWAC Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the third (3rd) Business Day following the Investor’s receipt of the Purchase Shares as DWAC Shares.

(iii) The Company shall not issue any fraction of a share of Common Stock upon any Fixed Purchase or VWAP Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful currency of the United States of America by wire transfer of immediately available funds to such account as the Company (or the Investor, as applicable) may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

(e) Compliance with Rules of Principal Market.

(i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock from the Company pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 474,608 (such number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately preceding the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market and (ii) appropriately adjusted for any reorganization, recapitalization stock split or other similar transaction that occurs after the date of this Agreement (such maximum number of shares, the “Exchange Cap”), unless and until the Company obtains stockholder approval of the issuance of Common Stock as contemplated by this Agreement, and the stockholders of the Company have in fact approved the issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules of the Principal Market. As soon as practicable after the Execution Date, but in any event no later than October 31, 2025 (the “Stockholder Meeting Deadline”), the Company shall hold a meeting of its stockholders to seek approval of a waiver of the Exchange Cap regarding the issuance of all Securities under this Agreement, and, if needed, an increase in the authorized number of shares of Common Stock to afford the Company the ability to consummate all of the issuances contemplated under this Agreement (approval of all such proposals, the “Stockholder Approval”). In connection with such meeting, the Company shall provide each stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional stockholder meeting to be held as soon as possible. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional stockholder meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. For the avoidance of doubt, if the Company fails to obtain Stockholder Approval, the Exchange Cap shall be applicable for all purposes. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement or any of the Transaction Documents if such issuance or sale would result in: (i) a violation of the Securities Act; or (ii) a breach of the rules of the Principal Market.

(ii) At-Market Transaction. Notwithstanding Section 2(e)(i) above, the Exchange Cap shall not apply if at any time the Exchange Cap is reached and at all times thereafter the price paid for any shares of Common Stock issued under this Agreement is equal to or greater than the applicable Base Price. The “Base Price” shall mean, with respect to the subject shares to be sold to the Investor pursuant to this Agreement, the Closing Sale Price of a share of Common Stock on the Principal Market immediately prior to the Company’s timely delivery of a Fixed Purchase Notice or VWAP Purchase Notice relating to such shares to the Investor pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach or violate the rules or regulations of the Principal Market. Further, in no event may any applicable New Issuance Price under this Agreement result in a price per security that would violate the rules or regulations of the Principal Market, and the Company shall not undertake any transaction that would result in such a violative New Issuance Price. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue and sell shares in excess of the Exchange Cap at a price less than the Base Price if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

(iii) General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of the Principal Market. The provisions of this Section 2(e) shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure compliance with the Securities Act and the rules and regulations of the Principal Market.

(f) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”), provided that, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon sixty-one (61) days’ prior written notice to the Company; provided, that for the avoidance of doubt, the Beneficial Ownership Limitation in no event will exceed 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to this Agreement and the provisions of this Section 2(f) shall continue to apply. Upon the written or oral request of the Investor, the Company shall promptly (but not later than the next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.

(g) Aggregate VWAP Purchase Limitation. Notwithstanding any other terms of this Agreement, in no event shall the aggregate amount of Purchase Shares submitted in any single or combination of VWAP Purchase Notices on a particular related VWAP Purchase Date require a payment from the Investor that exceeds $10,000,000, unless such limitation is waived by the Investor in its sole discretion as to any single or combination of VWAP Purchase Notices on a particular related VWAP Purchase Date.

(h) Delivery of Purchase Notice. With respect to each Fixed Purchase Notice and/or VWAP Purchase Notice, the Company shall deliver to the Investor a completed form of purchase notice in materially the form attached hereto as Exhibit D.

3. INVESTOR’SREPRESENTATIONS AND WARRANTIES.

The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

(a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement and otherwise to carry out its obligations hereunder and thereunder.

(b) Investment Purpose. The Investor is acquiring the Securities as principal for its own account, for investment purposes, and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course of its business.

(c) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

(d) Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(e) Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial condition and business of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section 4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisors as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities and is not relying on any accounting, legal, tax or other advice from the Company or its officers, employees or representatives. The Investor acknowledges and agrees that the Company neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.

(f) No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

(h) Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) Residency. The Investor’s primary place of business is in the State of Florida.

(j) No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

(k) No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Securities.

(l) Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in the Registration Statement and in any Prospectus contained therein to the extent required by applicable law.

4. REPRESENTATIONSAND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Investor that, except as set forth in the (i) SEC Documents or (ii) disclosure schedules attached hereto, which exceptions shall be deemed to be a part of the representations and warranties made hereunder (the “Disclosure Schedules”), as of the Execution Date and as of the Commencement Date:

(a) Organization and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect, and to the Company’s knowledge no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Except as set forth on Schedule 4(a) hereto, the Company has no Subsidiaries required to be disclosed pursuant to Item 601(b)(21)(ii) of Regulation S-K, except as set forth in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024 filed with the SEC (as amended through the Execution Date, “2024 10-K”).

(b) Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and (subject to any applicable rules and regulations of the Principal Market) perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the reservation for issuance and the issuance of the Commitment Shares (as defined below in Section 5(e)) and the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’s Board of Directors (the “Board of Directors”) and, except as set forth on Schedule 4(b), no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Board of Directors, or any committee thereof, has approved the resolutions (the “Signing Resolutions”) substantially in the form provided to the Investor to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors or any committee thereof. Except as set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Certificate of Incorporation (as defined below) or Bylaws (as defined below) to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

(c) Capitalization. As of the Execution Date, the authorized capital stock of the Company is set forth on Schedule 4(c). Except as disclosed in the SEC Documents (as defined below)(i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available (provided that any documents filed with the SEC and available on the SEC’s EDGAR system shall be deemed to have been made available) to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the Execution Date (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the Execution Date (the “Bylaws”).

(d) Issuance of Securities. Subject to stockholder approval referred to in Section 2(e) hereof, upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance with the terms and conditions of this Agreement, the Commitment Shares (as defined in Section 5(e)) shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Execution Date, 43,750,000 shares of Common Stock shall have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares, and 347,567 shares of Common Stock shall have been duly authorized and reserved for issuance pursuant to this Agreement as Commitment Shares (subject, in each case, to equitable adjustment for any reorganization, recapitalization, stock split or other similar transaction).

(e) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations, the rules of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences and rights of any outstanding series of preferred stock of the Company or Bylaws or other organizational documents, as applicable. Except as set forth on Schedule 4(e), neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority;

or (iii) is in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except as disclosed in the SEC Documents, since one year prior to the Execution Date, the Company has not received nor delivered any notices or correspondence from or to the Principal Market, other than notices with respect to listing of additional shares of Common Stock and other routine correspondence. Except as disclosed in the SEC Documents, the Principal Market has not commenced any delisting proceedings against the Company.

(f) SEC Documents; Financial Statements. Except as disclosed on Schedule 4(f), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, presented fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and were prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, as in effect as of the time of filing and in conformity with generally accepted accounting principles in the United States as in effect as of the time of filing (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements, and subject to immaterial year-end audit adjustments) during the periods involved; the other financial and statistical data with respect to the Company contained or incorporated by reference in the SEC Documents, are based on or derived from sources that the Company believes to be reliable and accurate or fairly present the Company’s good faith estimates that are made on the basis of data derived from such sources; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the SEC Documents (including the exhibits thereto and documents incorporated by reference thereto), which are required to be described in the SEC Documents (including the exhibits thereto and documents incorporated by reference thereto); and all disclosures contained or incorporated by reference in the SEC Documents, if any, regarding ”non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The Company does not have pending before the SEC any request for confidential treatment of information.

(g) Absence of Certain Changes; No Undisclosed Events, Liabilities or Developments; Solvency. Except as disclosed in the SEC Documents, since December 31, 2024, there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, and there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries, taken as a whole. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that is required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Business Day prior to the date that this representation is made. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and except as set forth on Schedule 4(g), is generally able to pay its debts as they become due.

(h) Absence of Litigation. Except as disclosed in the SEC Documents or set forth on Schedule 4(h**)**, there is no action, suit, inquiry, notice of violation, proceeding, or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”), which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(i) Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

(j) No General Solicitation; No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities contemplated hereby. Neither the Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market. The issuance and sale of the Securities hereunder, as of the date of this Agreement, does not contravene the rules and regulations of the Principal Market. Provided, however, the NYSE American may aggregate the Purchase Shares with the Common Stock underlying preferred stock it has issued in the last six months.

(k) Intellectual Property Rights. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Documents and which the failure to so have would reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except for Intellectual Property Rights related to terminated businesses. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Documents, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Title. Except as set forth in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and, to the knowledge of the Company, enforceable leases with which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(n) Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its Subsidiaries, taken as a whole.

(o) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Documents, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of any Proceeding relating to the revocation or modification of any Material Permit. For all purposes of this Agreement, the term “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(p) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except for taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except as set forth on Schedule 4(p), there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(q) Transactions With Affiliates and Employees. Except as disclosed in the SEC Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(r) Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.

(s) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person authorized to act on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished in writing by or on behalf of the Company by a Person authorized by the Company to the Investor regarding the Company, its business and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and at the time when made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

(t) Foreign Corrupt Practices. Neither the Company nor any Subsidiary has, and to the Company’s knowledge, no agent or other person acting on behalf of the Company and each Subsidiary has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company and each Subsidiary (or made by any person acting on behalf of the Company and each Subsidiary of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(u) DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

(v) Sarbanes-Oxley Act; Internal Controls. The Company and the Subsidiaries are in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the Execution Date, and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the Execution Date. Except as disclosed in the SEC Documents, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Documents, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as disclosed in the Company’s most recently filed period report under the Exchange Act, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(w) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the transactions contemplated by the Transaction Documents.

(x) Investment Company. Neither the Company or its Subsidiaries is or, after giving effect to the offering and sale of the Securities to the Investor pursuant to this Agreement, will be, required to be registered as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(y) Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The issued and outstanding shares of Common Stock are listed and admitted for trading on the Principal Market, and the Company is in compliance in all material respects with the current listing requirements of the Principal Market; and the Securities will be listed and admitted for trading on the Principal Market at or prior to Commencement, with respect to the Commitment Shares, and prior to the time of sale to the Investor pursuant to this Agreement, with respect to the Purchase Shares. Except as disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding the Execution Date, received any notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. Except as disclosed in the SEC Documents, the Company is, and currently has no reason to believe that it will not in the reasonably foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(z) Accountants. As of the Execution Date, the Company’s accounting firm is Rose, Snyder & Jacobs LLP, whose report on the consolidated financial statements of the Company is filed with the 2024 10-K. To the knowledge of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.

(aa) No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

(bb) Shell Company Status. The Company is not currently, and in the last 12 months has not been, an issuer identified in Rule 144(i)(1) under the Securities Act.

(cc) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(dd) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

(ee) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(ff) Money Laundering. The operations of the Company and its Subsidiaries are conducted in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(gg) Labor Matters. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(hh)Cybersecurity. (i)(x) To the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with customary industry standards and practices.

(ii) Smaller Reporting Company Status. As of the Execution Date, the Company is, and as of the Commencement Date, the Company believes in good faith that it will be, a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

(jj) No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

5. COVENANTS.

(a) Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within thirty (30) calendar days from the Execution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the Purchase Shares and the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon the substantially final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the Current Report within one (1) Business Day from the date the Investor receives the substantially final version thereof from the Company. The Investor shall cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

(b) Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide evidence of any such action so taken to the Investor; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. Nor shall the Company be obligated to register or qualify the Purchase Shares in any jurisdiction which applies “merit review.”

(c) Listing/DTC. The Company shall use its commercially reasonable efforts to promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than four (4) Business Days after receipt, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act or the Securities Act. Notwithstanding the foregoing, the requirements of this Section 5(c) shall be satisfied to the extent that the contents of such notice are made available through a document filed by the Company with the SEC and available on the SEC’s EDGAR system within the required time period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take commercially reasonable actions necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

(d) Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever (i) enter into or effect, directly or indirectly, any (x) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (y) hedging transaction, which establishes a net short position with respect to the Common Stock or (ii) be in violation of Regulation SHO.

(e) Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor, (i) on the Execution Date, an amount of shares of Common Stock equal to 1.5% of the aggregate Available Amount, calculated using the preceding five (5) day VWAP of the Common Stock immediately preceding the Execution Date, and (ii) after the Execution Date, an amount of shares of Common Stock equal to 0.5% of the initial aggregate Available Amount, which shall be issued in a pro rated fashion simultaneously with the delivery of any and all Purchase Shares purchased under this Agreement, (all shares issued pursuant to (i) and (ii) of this sentence, collectively the “Commitment Shares”) and shall, on each such Purchase Date, deliver to the Transfer Agent a Transfer Agent Instruction Letter (as defined herein) with respect to the issuance of such Commitment Shares. The Commitment Shares required to be issued after the Execution Date shall be received by the Investor not later than 10:00 a.m. Eastern Time on the Business Day following any Fixed Purchase Date and/or VWAP Purchase Date. For the avoidance of doubt, (i) Commitment Shares are to be issued in addition to Purchase Shares in each Fixed Purchase Notice and/or VWAP Purchase Notice, and (ii) no payment is due by the Investor for any Commitment Shares issued to it by the Company pursuant to the terms of this Agreement.

(f) Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours upon three (3) Business Days’ prior written notice; provided, however, that after the Execution Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s obligation to accept each Fixed Purchase Notice and each VWAP Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement. The Company and its officers and employees shall provide material information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or may reasonably be considered to constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least two (2) Business Days to either (i) demonstrate that such information is not material non-public information to the reasonable satisfaction of the Investor or (ii) publicly disclose such material, non-public information prior to any such disclosure by the Investor. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure, so long as the Investor has complied with this Section 5(f). The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.

(g) Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each Fixed Purchase and VWAP Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.

(h) Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement. For the avoidance of doubt, any other taxes incurred by the Investor (including any taxes on income resulting from the transactions contemplated by this Agreement) shall solely be the responsibility of the Investor.

(i) Use of Proceeds. The Company will use the net proceeds from each sale of Purchase Shares hereunder for any general working capital or other corporate purpose at the sole discretion of the Company.

(j) Other Transactions. During the term of this Agreement, the Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.

(k) Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would reasonably be expected to (i) require registration of the offer and sale by the Company to the Investor of any of the Securities under the Securities Act, or (ii) cause this offering of the Securities by the Company to the Investor to be integrated with other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market, unless in the case of this clause (ii), stockholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market (provided, however, the NYSE American may aggregate the Purchase Shares with the Common Stock underlying preferred stock it has issued in the last six months).

(l) Fees and Expenses. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation and preparation this Agreement, provided however that on the Execution Date, the Company shall pay a document preparation fee to the Investor to reimburse $25,000 of the Investor’s legal fees.

(m) Bring Down Representations. The Investor shall have the right to request and receive up to once per fiscal quarter, upon five (5) days prior written notice, a certificate, executed by the CEO, President or CFO of the Company in the form attached hereto as Exhibit A, certifying that the representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, the portion of such representations and warranties so qualified shall be true and correct without further qualification) as of such date and as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with as of such date.

(n) Disclosure Schedules. The Company may, from time to time, update the Disclosure Schedules as may be required to satisfy the conditions set forth in Section 8(c) and Section 5(m). For purposes of this Section 5(n), any disclosure made in a schedule to the Compliance Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5(n) shall cure any breach of a representation or warranty of the Company contained in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement.

(o) Reasonable Efforts. The Company will use reasonable efforts, following the delivery of any Fixed Purchase Notice and/or VWAP Purchase Notice, to have any Purchase Shares pursuant to such notice delivered to the Investor as soon as practicable following thereof.

(p) Exchange Cap. The Company shall not issue shares under this Agreement in excess of the Exchange Cap without having first received any required approvals pursuant to the rules of the Principal Market.

6. TRANSFERAGENT INSTRUCTIONS.

On the Commencement Date, the Company shall issue to the Transfer Agent, or any subsequent transfer agent, (i) a form of instruction letter in the form attached hereto as Exhibit C (the “Transfer Agent Instruction Letter”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement, in each case to advise the Transfer Agent of the Commencement. All Purchase Shares and Commitment Shares to be issued from and after the Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is in effect, no instruction other than instruction letters in the form of the Transfer Agent Instruction Letter referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. If the Investor effects a sale, assignment or transfer of the Purchase Shares or the Commitment Shares, the Company shall permit the transfer and shall promptly instruct the Transfer Agent (and any subsequent transfer agent) to issue DWAC Shares in such name and in such denominations as specified by the Investor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6, that the Investor shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

7. CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE

SALES OF SHARES OFCOMMON STOCK.

The right of the Company hereunder to commence sales of the Purchase Shares as of the Commencement Date is subject to the satisfaction of each of the following conditions:

(a) The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;

(b) The Registration Statement covering the resale of the Purchase Shares and the Commitment Shares, as contemplated by the Registration Rights Agreement, shall have been declared effective under the Securities Act by the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC; and

(c) The representations and warranties of the Investor shall be true and correct in all material respects as of the Execution Date and as of the Commencement Date as though made at that time, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date.

8. CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.

The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date (or as otherwise set forth) and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

(a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;

(b) The Commitment Shares required to be issued by the Execution Date shall have been issued to the Investor.

(c) The Common Stock shall be listed or quoted on the Principal Market, subject only to customary listing conditions, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market, and all Common Stock representing Securities to be issued by the Company to the Investor pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, subject only to (i) the Exchange Cap and (ii) official notice of issuance and any standard listing conditions for transactions of this nature;

(d) The Investor shall have received the opinion of the Company’s legal counsel, dated as of the Commencement Date, substantially in the form heretofore agreed by the parties hereto;

(e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, the portion of such representations and warranties so qualified shall be true and correct without further qualification) as of the Execution Date and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;

(f) The Board of Directors shall have adopted resolutions approving the transactions contemplated hereby, which resolutions shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;

(g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, (i) solely for the purpose of effecting purchases of Purchase Shares hereunder, 43,750,000 shares of Common Stock and (ii) solely for the purpose of effecting the issuance of Commitment Shares hereunder, 347,567 shares of Common Stock;

(h) The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date;

(i) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date;

(j) The Company shall have delivered to the Investor an officer’s certificate executed by the Chief Financial Officer of the Company, dated as of the Commencement Date, in the form attached hereto as Exhibit B;

(k) The Registration Statement covering the resale of the Purchase Shares and all of the Commitment Shares as required under the Registration Rights Agreement shall have been declared effective under the Securities Act by the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than one (1) Business Day after the effective date of the Registration Statement, a final and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have been filed with the SEC as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act;

(l) No Suspension Event has occurred, or any event which, after notice and/or lapse of time, would become a Suspension Event has occurred;

(m) All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities regulators;

(n) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state or local court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and

(o) No Action or Proceeding shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

9. INDEMNIFICATION.

In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of its affiliates, stockholders, members, officers, directors and employees and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable and documented out-of-pocket attorneys’ fees and disbursements (the “Indemnified Liabilities”), actually incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document executed by the Company contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of this clause (c), with respect to Indemnified Liabilities which directly and primarily result from the fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Investor makes written request for it; provided that the Investor shall promptly reimburse the Company for any portion of such payment that a court of competent jurisdiction determines by final and non-appealable judgment that any such Indemnitee was not entitled to receive hereunder. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company by the Investor shall be conclusive evidence,

absent manifest error, of the amount due from the Company to the Investor. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such counsel retained by the Company to represent the Indemnitees, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel.

10. SUSPENSIONEVENTS.

A “Suspension Event” shall be deemed to have occurred at any time as any of the following events occurs and continues, taking into account any applicable grace or cure period:

(a) the effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);

(b) the suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day (other than in connection with a general suspension of trading of all securities on the Principal Market), provided that the Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;

(c) the delisting of the Common Stock from the NYSE American (or any nationally recognized successor thereto), unless the Common Stock is then immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successors thereto);

(d) the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Fixed Purchase Date or VWAP Purchase Date, as applicable;

(e) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach would reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) consecutive Business Days;

(f) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law and such proceeding is not dismissed;

(g) if the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company for so long as such order, decree or similar action remains in effect;

(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares;

(j) An amount of shares of Common Stock has been issued equal to the Exchange Cap;

(k) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(e) hereof), and the stockholder approval referred to in Section 2(e) has not been obtained in accordance with the applicable rules of the Principal Market.

In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Investor any Fixed Purchase Notice or VWAP Purchase Notice. Notwithstanding the foregoing, the foregoing sentence shall not be deemed to apply to any notice from NYSE American received in the future regarding the Company’s failure to comply with the continued listing standards of NYSE American, unless and until all compliance and appeal periods for such failure have lapsed or expired.

11. TERMINATION

This Agreement may be terminated only as follows:

(a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company which is not discharged within 90 days, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any of which would be a Suspension Event as described in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person.

(b) In the event that (i) the Company fails to file the Registration Statement with the SEC within the period specified in Section 5(a) hereof in accordance with the terms of the Registration Rights Agreement or (ii) the Commencement shall not have occurred on or before the one year anniversary of the Execution Date, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect to the Commencement, then, in the case of clause (i) above, this Agreement may be terminated by the Investor at any time prior to the filing of the Registration Statement and, in the case of clause (ii) above, this Agreement may be terminated by either party at the close of business on the one year anniversary of the Execution Date or thereafter, in each case without liability of such party to the other party (except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), as applicable, could not then be satisfied.

(c) At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor, and is subject to the Company having satisfied all of its existing Purchase Share and Commitment Share delivery obligations, and any other obligations, prior to the termination date. For the avoidance of doubt, the full amount of Commitment Shares (2% of the Available Amount) shall be delivered to the Investor prior to the termination of this Agreement.

(d) This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases (including by payment of the applicable Fixed Purchase Price, or VWAP Purchase Price, as the case may be) the full Available Amount, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).

(e) If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).

Except as set forth in Sections 11(a) (in respect of a Suspension Event under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive the execution and delivery of this Agreement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to pending Fixed Purchases or VWAP Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Fixed Purchases and VWAP Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.

12. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. This Agreement, and all claims or cause of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts located in Wilmington, Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state or federal courts located in Wilmington, Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents.

(f) Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered and received: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company:

Splash Beverage Group, Inc.

1314 E Las Olas Blvd. Suite 221

Fort Lauderdale, FL 33301

Attention: Robert Nistico, Chief Executive Officer

With a copy to (which shall not constitute notice or service of process):

Michael D. Harris, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard

Suite 305

Palm Beach Gardens, FL 33410

E-mail: MHarris@nasonyeager.com

Attention: Michael Harris

If to the Investor:

__________________

E-mail:____________

Attention:__________

With a copy to (which shall not constitute notice or service of process):

__________________

E-mail:____________

Attention:__________

If to the Transfer Agent:

Vstock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

or at such other address and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, and recipient email address, as applicable or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.

(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, except as set forth in Section 9 with respect to those persons entitled to indemnity thereunder, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Publicity. The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Securities, the Transaction Documents or the transactions contemplated thereby (other than any press release, SEC filing or other public disclosure that contains disclosures substantially similar to disclosures previously reviewed by the Investor or its counsel), not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with a final version of any portion of such press release, SEC filing or other public disclosure relating to the Investor, its purchases hereunder or any aspect of the Securities, the Transaction Documents or the transactions contemplated thereby at least 24 hours prior to any release, issuance, filing or use by the Company thereof.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) No Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder engaged by the Company relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out of pocket expenses) arising in connection with any such claim made by a third party for any such fees or commissions of any financial advisor, placement agent, broker or finder engaged by the Company.

(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. In addition, each and every reference to share prices and shares of Common Stock in this Agreement shall be subject to adjustment as provided in this Agreement for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

(m) Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

(n) Enforcement Costs. In the event that (i) any action for enforcement of this Agreement is commenced or is enforced by the Investor through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) subject to Section 9 hereof, an attorney is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.

(o) Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

** Signature Page Follows **

IN WITNESS WHEREOF, the Investor and the Company have caused this Agreement to be duly executed as of the Execution Date.

THE COMPANY:
SPLASH BEVERAGE GROUP, INC.
By:
Name:	Robert Nistico
Title:	Chief Executive Officer
INVESTOR:
By:
Name:
Title:

Signature Page to Securities Purchase Agreement

EXHIBITS

Exhibit A	Form of Officer’s Certificate
Exhibit B	Form of CEO’s Certificate
Exhibit C	Form of Instruction Letter
Exhibit D	Form of Purchase Notice

Exhibit A

EXHIBIT A

FORM OF OFFICER’S CERTIFICATE

This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Securities Purchase Agreement dated as of September 19, 2025, (“Purchase Agreement”), by and between SPLASHBEVERAGE GROUP, Inc., a Nevada corporation (the “Company”), and ________ (the “Investor”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement.

The undersigned, Chief Executive Officer, ______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

1. I am the Chief Executive Officer of the Company and make the statements contained in this Certificate;

2. The representations and warranties of the Company in the Purchase Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and warranties are true and correct as of such date);

3. The Company has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.

IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.

Name:
Title:

The undersigned as Chief Executive Officer of SPLASH BEVERAGE GROUP, Inc. a Nevada corporation, hereby certifies that Robert Nistico is the duly elected, appointed, qualified and acting ________ of SPLASH BEVERAGEGROUP, Inc. and that the signature appearing above is his genuine signature.

Name:
Title:

Exhibit A-1

EXHIBIT B

FORM OF OFFICER’S CERTIFICATE

This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8 of that certain Securities Purchase Agreement dated as of September 19, 2025 (“Purchase Agreement”), by and between SPLASH BEVERAGE GROUP,Inc., a Nevada corporation (the “Company”), and ______ (the “Investor”), pursuant to which the Company may sell to the Investor up to Thirty-Five Million Dollars ($35,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement.

The undersigned, ____________, Chief Executive Officer of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

1. I am the Chief Executive Officer of the Company and make the statements contained in this Chief Executive Officer’s Certificate.

2. Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s Bylaws (“Bylaws”) and Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Charter.

3. Attached hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company (the “Board of Directors”) [at a meeting held on _____________, at which a quorum was present and acting throughout][by unanimous written consent]. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and such resolutions are the only resolutions adopted by the Board of Directors, or any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, the Registration Rights Agreement and the other Transaction Documents, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares, and (ii) and the performance of the Company of its obligations under each of the Transaction Documents as contemplated therein.

4. As of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.

IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________, 202__.

[NAME]
Chief<br> Executive Officer

The undersigned as [________________] of SPLASHBEVERAGE GROUP, Inc., a Nevada corporation, hereby certifies that ___________ is the duly elected, appointed, qualified and acting ________ of SPLASH BEVERAGE GROUP, Inc., and that the signature appearing above is his genuine signature.

[NAME]
[TITLE]

Exhibit B-1

EXHIBIT C

FORM OF INSTRUCTION LETTER

[COMPANY LETTERHEAD]

September, 19 2025

Vstock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Re: Issuance of Common Stock to ________

Dear Mr. [ ],

You are hereby instructed, as Transfer Agent and Registrar of the common stock, par value $0.001 per share (the “Common Stock”) of SPLASHBEVERAGE GROUP, Inc., (the “Company”), to issue to the purchaser identified in Appendix A hereto (the “Purchaser”) the number of shares of Common Stock set forth beside the name of the Purchaser (the “Shares”) in connection with the Company’s exercise of certain rights pursuant to the terms of that certain Securities Purchase Agreement, dated September 19, 2025, by and between the Company and the Purchaser, to be issued out of the applicable Company’s reserve(s) set forth beside the name of the Purchaser, and to cause such shares of Common Stock to be electronically credited through the “DWAC” system of the Depository Trust Company in accordance with the information set forth in Appendix A.

The resale of the Shares is registered with the Securities and Exchange Commission on the Company’s effective Registration Statement(s) as set forth in Appendix A. The Shares may be issued free of any restrictions upon the transfer thereof and without any restrictive legends on the certificates therefor.

Thank you very much for your help.

Please call me at ______________ if you have any questions or need anything further.

(Signature page follows)

Exhibit C-1

Very truly yours,
SPLASH BEVERAGE GROUP, INC.
BY:
	[name]
	[title]

Exhibit C-2

APPENDIX A

Name of Purchaser	Shares	Company Reserve	Registration Statement	DTC Participant #	DTC Account #
____	[•]	[•]	Form S-1 (File No. 333-[•])	[•]	[•]

Appendix A

EXHIBIT D

FORM OF PURCHASE NOTICE

TO: ____________

We refer to the Securities Purchase Agreement, dated as of September 19, 2025, (the “Agreement”), entered into by and between Splash Beverage Group, Inc., and _____. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby initiate a ________________ Purchase under the Agreement, and thereby:

1) Give you notice that we require you to purchase __________ Purchase Shares at the __________ Purchase Price; and

2) Certify that, as of the date hereof, the conditions set forth in Section 8 of the Agreement are satisfied.

SPLASH BEVERAGE GROUP, INC.
By:
Name:
Title:

Exhibit D

EXHIBIT 10.4

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of April 4, 2025 (the “Effective Date”), is by and between Copa Di Vino Wine Group Inc. and Splash Beverage Group II, Inc. (collectively, the “Licensors”) and Copa Di Vino Corporation (the “Licensee”).

RECITALS

A. Licensee is original developer and producer of the Copa Di Vino wine products (the “Products”). Licensee sold substantially all of its assets, including the rights and related equipment to produce the Products, to Licensors. Licensee also provided a lease of real property utilized by Licensors to continue to operate the production facility for the Products and otherwise maintain the Copa di Vino® brand. Disputes concerning the lease and alleged A/R financing arrangements have evolved, and Licensee filed two lawsuits based on those disputes, terminated the applicable lease, and obtained a judgment of eviction against Licensor in Oregon (the “Oregonand Florida Litigation”).

B. In order to resolve the Oregon and Florida Litigation, where Licensee asserts that Licensors failed to perform their obligations under certain alleged A/R financing arrangements and to resolve Licensee’s commercial eviction judgment and termination of a lease and sublease against certain Licensors, inclusive of outstanding liability for unpaid rent along with alleged interest, fees, and costs owed by Licensors, and in order to avoid potential loss of market share for Copa di Vino® Products and to maximize the value of the branding and related intellectual property for such Products, Licensors and Licensee desire to enter into a licensing agreement to allow Licensee to produce the Products and provide a mechanism to resolve the outstanding disputes between the parties.

C. Therefore, pursuant to the terms and conditions of this Agreement, the parties wish and intend to grant the Licensee certain rights in and to the Licensed IP.

NOW THEREFORE, in consideration of the mutual covenants of the parties as set forth herein, and for other good and valuable consideration that receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

In this Agreement, the following capitalized terms have the following meanings:

1.1“Affiliate” means any entity that controls, is controlled by, or is under common control with Licensee, where “control” means beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of an entity, the right to receive fifty percent (50%) or more of the profits or earnings, or the ability otherwise to elect a majority of the board of directors or other managing authority.

1.2“ConfidentialInformation” has the meaning set forth in Section 8.1.

1.3“EndProducts” means wine beverages and any other products bearing Copa di Vino® branding.

1.4**“EndMarkets”** means distributors of alcoholic beverages throughout the United States of America.

1.5“GrossSales” means any and all forms of consideration, monetary or otherwise, to which value can be assigned or otherwise received by or on behalf of the Licensee or any of its Affiliates from any third-party end user or customer (other than Licensors’ Affiliates) for any sale of any End Products.

1.6“IPRights” or “Intellectual Property Rights” means all trademarks, trade names, good will associated with such trademarks and trade names, designs, copyrights, patents, trade secrets, know-how, rights of confidentiality or confidence, and any other proprietary and intellectual property rights and all applications for any of the above or any registrations thereof.

1.7“License” or “Licenses” has the meaning set forth in Section 2.1.

1.8“LicensedIP” means and includes all intellectual property of Licensors related to and used in the production of Copa di Vino® Products. Specifically, the intellectual property includes, all as related to Copa Di Vino®:

● Branding and Trade Dress

● Copyrights

● Know-how, trade secrets and other intellectual property

● Domain and related website registration for copadivino.com, which Licensee will ensure is held and owned by Licensors, including any necessary transfer of the same

● Any other intellectual property purchased or developed by Licensors in connection with the Products.

1.9“NetSales” means Gross Sales less the following items insofar as they pertain to the disposition of End Products: (1) ordinary and customary trade, quantity, or cash discounts actually allowed and taken; (2) non-affiliated brokers’ or agents’ commissions actually allowed and taken; (3) import, export, excise, and sales taxes, customs duties, and shipping costs to the extent separately stated on the purchase order, invoice, or other document of sale; and (4) credits for returns (such amounts to be determined from books and records maintained in accordance with generally accepted accounting principles, consistently applied).

1.10“Premises” has the meaning set forth in Section 3.1.

1.11“PermittedUse” has the meaning set forth in Section 2.2.

1.12**“SettlementAgreement”** has the meaning set forth in Section 5.3.

1.13“Term” has the meaning set forth in Section 11.1.

1.14**“TerminationAmount”** means the amounts as calculated under the terms provided in Section 11.2.

1.15“Territory” means the United States of America and each and every State therein; provided that the Territory may be expanded into additional localities, including foreign nations, based on mutual agreement of the Licensors and the Licensee.

ARTICLE 2

LICENSE GRANT; LIMITATIONS; RESERVATION OF RIGHTS

2.1****Grantof License. Subject to the terms and conditions of this Agreement, and the Licensee’s compliance with the remaining terms and conditions contained herein, Licensors hereby grant to the Licensee , during the Term, and only in the Territory, an irrevocable (subject to the rights of termination of each of the parties as set out in this Agreement) exclusive (as outlined in Section 2.8), sub-licensable (but only to the extent permitted by Section 2.4), non- assignable (except to the extent permitted by Section 12.9) license in and to the Licensed IP for the Permitted Purpose (collectively, the “License”). Promptly following the execution of this Agreement, the Licensors shall provide to the Licensee access to all tangible and intangible embodiments of the Licensed IP.

2.2****PermittedUse. For purposes of this Agreement, the “Permitted Use” shall mean and include manufacturing, using, distributing, selling, offering for sale, marketing, and exporting the End Products and otherwise exploiting the Licensed IP for commercial purposes as part of Licensee’s business of making and selling the End Products during the Term. All such activities in connection with the End Products (either singularly or collectively) shall be referred to as “Commercialization”. Except as set out in Section 2.3, below and elsewhere in this Agreement, the Licensee will be solely responsible for all costs and expenses associated with all aspects of the Commercialization of the End Products, including without limitation the purchase and maintenance of all hardware, software, systems, equipment, facilities, materials, fixed and variable inputs and supplies, and personnel, marketing, management and other resources. Subject to the License and other express limitations set out in this Agreement, the License shall generally not limit the purposes for which, and the manner in which, the Licensee may Commercialize the End Products which may include, without limitation, exploiting, commercializing or promoting the End Products and the characteristics and benefits that are generated by the Licensed IP on social media accounts or any other media platforms or formats.

2.3****AdditionalRequirements Regarding Payment of Expenses. Licensee agrees to purchase Raw Materials and to pay employee labor as an out-of-pocket cost. Licensee will use best efforts to fill timely Licensor’s production requirements in connection with Licensee’s production of the Products. In addition, Licensee will fill all outstanding orders for Products placed with Licensors that Licensors have been unable to fulfill owing to lack of finished product inventory. Licensors will facilitate the proper transition and hand-over including any operational records, manuals and/or training required, it being understood and agreed that Licensee’s access to the Licensors’ systems for purposes of gaining such information is sufficient and further understood and agreed that Licensor does not have access or a right to enjoy the Premises and that Licensee is in control of all of the files and records on the Premises. Licensors will further provide Licensee with a limited power-of-attorney or similar authorization to allow Licensee to update registrations and related sales authorizations with state and local regulatory authorities related to the sale of the Products, which such updates will only be made if required for the Commercialization of End Products and with the reasonable approval by Licensors. Licensee will collect all outstanding receivables now outstanding in connection with sales of the End Products before the Effective Date and during the term of the License, which shall be applied to the Termination Amount; provided, however, that Licensors will cooperate with such collection efforts including closing any bank accounts used by such account debtors (and providing proof of such closing to Licensee) and supporting Licensee’s efforts to direct payment of receivables to Licensee. Any expenditures made by Licensee after the Effective Date of this Agreement in connection with this Section 2.3 and chargeable against the Licensors will be subject to interest at fifteen percent per annum (15%) from the date such expenditure is made by Licensee.

2.4****LicenseeLimitation. Except for the right to sublicense permitted by Section 2.5 below, Licensee acknowledges and agrees that the License (1) only permits the Licensee (and any permitted assigned) to directly exercise the rights granted pursuant to the License and does not grant the Licensee any right to exercise any of its rights under the License through any intermediaries; (2) all End Products will only be directly manufactured by Licensee (and any permitted assigns); and (3) no changes to the Intellectual Property in the use of this License is permitted unless with the advance written authorization of Licensors, which is discretionary in respect of said Rights.

2.5****SublicensingRight. Licensee will have a limited right to give sublicenses in the License to the Licensee’s Affiliates and to certain distributors in the End Markets to the extent necessary to assist the Licensee in Commercializing the End Products in the Territory, subject to the following additional terms and conditions (an “Affiliate Sublicense”): (1) the Affiliate acknowledges and agrees in writing that the rights that are part of the Affiliate Sublicense do not exceed the scope of the rights granted to Licensee pursuant to this Agreement (and Licensee shall have in advance provided a copy of the Affiliate’s agreement in a form reasonably acceptable to Licensor); (2) the Affiliate Sublicense required that the Affiliate sublicensee comply with the terms and conditions of this Agreement; (3) the Affiliate Sublicense expressly prohibits the Affiliate sublicensee from granting further sublicenses; and (4) Licensee will be and will remain responsible for any and all damages or losses sustained by Licensors arising out of breach of this Agreement by any Affiliate sublicensee.

2.6****Reservationof Rights by Licensors. Except for the License granted by the Licensors for the Term pursuant to this Agreement, and the right to sublicense permitted by Section 2.4 above , (a) the Licensors solely and exclusively own, and retains and reserves all rights, title, and interest (including without limitation all IP Rights), in and to the Licensed IP and the Licensors’ Confidential Information and, (b) nothing in this Agreement will be construed as granting to Licensee, by implication, estoppel, or otherwise, any of the Licensors’ IP Rights in the Licensed IP or the Licensors’ Confidential Information. All rights granted to the Licensee pursuant to the License herein will automatically revert back to the Licensors on the expiration, cancellation, or termination of this Agreement. Licensors reserve without prejudice the ability to protect its IP Rights in the Licensed IP and Licensors’ Confidential Information from any and all unauthorized uses by any party.

**2.7Licensors’Rights upon Any Challenge. Licensors will have the right (but not the obligation), at Licensors’ sole election and discretion, to terminate this Agreement in the event Licensee, either directly or indirectly (including through any action by any of its Affiliates), contests or challenges the validity, enforceability, or ownership by Licensors, or any of Licensors’ rights, title, and interest in and to, any of the Licensed IP in any action, claim, cross- claim, counterclaim, or defense before any court, arbitrator, or administrative agency anywhere.

**2.8****Exclusivity.**The exclusivity of the License Licensors grants Licensee is directed at End Markets in the Territory and premised and conditioned on Licensee commencing commercial scale production of the End Products and of Licensors and Licensee executing the License Agreement, and Licensee otherwise complying with the terms of the Licensing Agreement, and (in addition to the foregoing premises and conditions) is expressly subject to Licensors’ pre- existing obligations (and any new obligations that are similar to such obligations) and all applicable SEC rules and regulations.

ARTICLE 3

USE OF PREMISES AND EQUIPMENT

3.1****Useof Premises; Termination of Lease. Licensors acknowledge that its lease of the premises located at 901 East Second Street, The Dalles, Wasco County, Oregon (the “Premises”) is terminated and that Licensors have no right to occupy or use the Premises.

3.2****Useof Equipment. As further consideration for the promises made under this Agreement, Licensors permit Licensee to use all equipment and related personal property located on the Premises as of the Effective Date of this Agreement in connection with the License for the Commercialization and production of the End Products. Such permitted use will continue for the duration of the Term of this Agreement.

3.2.1	In connection with such use of the equipment and<br>related personal property located on the Premises, Licensee will be responsible for providing storages, parts, maintenance, repairs, services<br>for, materials for, and any labor upon such equipment and related personal property.
3.2.2	The Parties agree that the payment of the Termination<br>Amount to Licensee by Licensors represent the charges for the storage, repair, maintenance and other responsibilities under Section<br>3.2.1.
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3.3****Acknowledgementof Outstanding Liens; No Merger. Licensors and Licensee acknowledge the existence of myriad security interests, encumbrances, and liens upon the equipment and personal property described in Section 3.2. Further, the parties acknowledge the existence of liens in favor of Licensee against such equipment and personal property and that such liens will be terminated upon the Effective Date of this Agreement and the Settlement Agreement. Notwithstanding such acknowledgment, to the extent permitted by law, nothing under this Agreement and, specifically, Licensee’s permitted use under Section 3.2 will serve to merge Licensee’s rights as a lien creditor with ownership rights in the equipment and personal property described in Section 3.2. Notwithstanding the remainder of this Section, Licensee shall provide Licensor copies of its proprietary information in the Premises upon reasonable request and inspection of the Premises at reasonable times on reasonable notice to validate performance of this License Agreement.

ARTICLE 4

PRODUCTION TRANSITION; ACTIVITIES UNDER LICENSE

4.1****ResumingProduction. In order to facilitate the implementation of the license provided in this Agreement and resumption of production of the End Products, the parties agree to use their best efforts to cooperate on such matters related to the Commercialization as necessary to ensure the outstanding customer orders for the End Products are fulfilled on a timely basis.

4.2****LicenseeActivities After Transition. On or before the Effective Date of this Agreement, Licensee and its permitted Affiliate Sublicensees will:

**a)**Restart production of the Products at the facility, acquire Raw Materials, and employ such individuals as necessary to continue meeting demand in the End Markets;

**b)**Restore all finished product inventory removed by or for Licensee from the Premises;

**c)**Fulfill all open orders that said finished product inventory was earmarked for;

**d)**Use the Intellectual Property in branding, marketing, and related uses for the Products;

**e)**Update registrations with state and local authorities as necessary to allow Licensee to sell Products in End Markets;

**f)**Use Licensors’ and Licensee’s existing sales capabilities to sell the Products to current and future Licensee customers in the End Markets;

**g)**Jointly communicate with Licensors (including pre-transition) to distributors and other customers for the Products regarding production and administration of outstanding customer accounts receivable, to include claw back of any confidential information provided;

**h)**Take such steps as necessary to ensure ownership of the copadivino.com domain is held and set to super admin by and with Licensors;

**i)**Make best efforts to collect all outstanding A/R from distributors and, to the extent of prior communications to such distributors from the copadivino.com domain, make best efforts to restore distributor relations; and

**j)**Maintain in all respects the Copa di Vino® brand.

4.3****LicensorsActivities after Transition. After the transition from A/R financing to IP licensing, Licensors will make available all the Intellectual Property. As noted above, Licensors will jointly communicate with Licensee (including pre-transition) to distributors and other customers for the Products regarding production and administration of outstanding customer accounts receivable.

4.4****Saleof End Products. During the time period described in Section 11.2 and subject to the remainder of this Agreement, the Licensee will have reasonable discretion to determine the pricing at which, and customers to whom, End Products will be sold. During the time period described in Section 11.2 and subject to the remainder of this Agreement, the Licensee will also have reasonable discretion to package and label End Products for sale. Subject to the remainder of this Agreement, Licensee’s exercise of its reasonable discretion under this Section will require incorporation of reasonable direction or recommendations provided by the Licensors for the purpose of preserving the End Products for use by customers. For avoidance of doubt, during all time periods where Licensors own the IP Rights, all applications of any IP Rights (including changes and derivatives) must be approved in writing in advance by Licensor.

ARTICLE 5

SETTLEMENT AND OTHER FINANCIAL TERMS

5.1****FixingCurrent Liability; Settlement Agreement. Without admitting any wrongdoing in connection with the Oregon and Florida Litigation, the parties agreed that there is a liability outstanding owed to Licensee by Licensors in a specific amount (the “Existing Debt”). The Existing Debt is address in the parties’ contemporaneous Settlement Agreement, the performance of which is part of the consideration for this Agreement.

5.2****NoPrior Agreements. All obligations of the respective parties respecting the licensing and settlement of the Oregon and Florida Litigation will be controlled by this Agreement and the Settlement Agreement.

ARTICLE 6

RECORDS; LICENSORS’ RIGHT TO AUDIT

6.1****Recordsto be Kept by Licensee. Licensee shall maintain detailed records of all Gross Sales and Net Sales made under the license granted under this Agreement, all expenditures made by Licensee in connection with the End Products (through any termination under Section 11.2), all uses of the registration authority provided in Section 2.3, and all expenditures made to maintain or defend the IP Rights. Such records will be maintained in the manner that Licensors generally keeps it proprietary and confidential business records, subject to any reasonable requests from Licensor as to such records to meet regulatory requirements, and, during the time period described in Section 11.2, will be placed in electronic systems accessible at any time by Licensors for inspection, with physical records also available for inspection at a reasonable time upon reasonable notice.

6.2****Audits. Licensee and Licensors will jointly employ the services of a mutually agreed third-party accounting firm in connection with the licensing and related agreements with the cost of such employment to be split evenly between Licensee and Licensors. Such accounting firm will be tasked with (a) auditing the amount of the Existing Debt and (b) determining the amount necessary to satisfy the Termination Amount. Notwithstanding the foregoing, the Parties shall endeavor in good faith to estimate the Termination Amount between three and one weeks before the 6 month anniversary of the Effective Date. If the parties cannot agree on a third party accounting firm within the first 10 days of said good faith estimate, then they shall engage Marcum, LLP whom they will jointly and severally pay.

ARTICLE 7

INTELLECTUAL PROPERTY DEFENSE

7.1 Responsibilityfor Defense. Licensors, at their own cost and in their discretion, will take all reasonably necessary steps to establish and defend the Intellectual Property. In the event Licensors fails to establish and defend the Intellectual Property, Licensee shall have the right, but not the obligation, to act in its stead, but cannot increase the Termination Amount otherwise owed by the cost of such activity, including professional time and capital cost, unless Licensors shall agree that the enforcement is necessary to protect the brand (Licensors’ discretion).

ARTICLE 8

CONFIDENTIAL INFORMATION

8.1****AdditionalDefined Terms.

8.1.1The term “Confidential Information” means (1) any nonpublic, proprietary business, commercial, or technical information of a Disclosing Party (as defined below), whether in written or verbal form, relating to its business, products, customers, operations, financial status, technology, or Intellectual Property Rights; and (2) any information marked or otherwise designated by a Disclosing Party as confidential or proprietary; provided, however, if any information is disclosed by a Disclosing Party in oral form, the Disclosing Party will thereafter summarize it in writing and transmit it to the Receiving Party within 30 days of the oral disclosure otherwise such information will no longer be treated as “Confidential Information” after the expiration of such 30-day period. Without limiting the generality of the foregoing, Licensors’ Confidential Information will include, but is not limited to, nonpublic aspects of the Licensed IP.

8.1.2The term “Disclosing Party” means any party to this Agreement that discloses, or has disclosed on its behalf, Confidential Information to a Receiving Party.

8.1.3The term “Purpose” means the performance, by a party to this Agreement, of its duties pursuant to, and in accordance with the terms and conditions of, this Agreement only.

8.1.4The term “Receiving Party” means the party to this Agreement that receives Confidential Information of the Disclosing Party.

8.2 Obligations of Receiving Party.

8.2.1****Useand Disclosure of Confidential Information. A Receiving Party will use the Disclosing Party’s Confidential Information solely to further the Purpose and for no other use whatsoever. Without in any way limiting the foregoing or any other provisions in this Agreement that may limit the Receiving Party’s use of Disclosing Party’s Confidential Information, the Receiving Party agrees (1) it will not disclose, give access to, or otherwise distribute any of Company’s Confidential Information to any third party, including, but not limited to, any Affiliate of the Receiving Party; and (2) it will not copy or otherwise reproduce any of the Disclosing Party’s Confidential Information. Receiving Party will take reasonable security precautions (at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to keep Disclosing Party’s Confidential Information confidential.

8.2.2****Notificationof Unauthorized Use. Receiving Party will notify Disclosing Party promptly on (1) discovery of any unauthorized use or disclosure of any Confidential Information; or (2) any breach of this Agreement by Receiving Party, and Receiving Party will cooperate with Disclosing Party in every reasonable way, at Receiving Party’s expense, to help Disclosing Party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

8.2.3****Returnof Materials. At Disclosing Party’s request, upon termination of this Agreement, Receiving Party will (1) promptly return all originals, copies, reproductions, and summaries of Disclosing Party’s Confidential Information; or (2) at Disclosing Party’s option and request, destroy the same and provide written certification by an officer of destruction to Disclosing Party.

8.3****Exclusionsfrom Confidential Information. Confidential Information does not include information that the Receiving Party can document to Disclosing Party’s reasonable satisfaction

(1) was generally known to the public at the time disclosed by Disclosing Party; (2) became generally known to the public other than through a breach of this Agreement by the Receiving Party after the time of disclosure to Receiving Party by Disclosing Party; (3) was in Receiving Party’s possession, free of any obligation of confidentiality at the time of disclosure to Receiving Party by Disclosing Party; (4) was rightfully received by Receiving Party from a third party, free of any obligation of confidentiality after disclosure by Disclosing Party to Receiving Party; (5) was independently developed by Receiving Party without reference to, or use of, Confidential Information disclosed by Disclosing Party or by otherwise breaching any provision of this Agreement; or (6) was ordinarily known and exchanges with a Receiving Party in fulfillment of the Disclosing Parties activities described in Section 4.2 and Section 4.3 of this Agreement.

8.4****JudicialOrders; Regulations. Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law; provided, however, Receiving Party must (1) give Disclosing Party reasonable written notice to allow Disclosing Party to seek a protective order or other appropriate remedy (except to the extent Receiving Party’s compliance with the foregoing would cause it to violate a court order or other legal requirement); (2) disclose only such portion of information as is required by the governmental entity or otherwise required by law, and protect the remainder of the Confidential Information; and (3) at Disclosing Party’s request and expense, use commercially reasonable efforts to obtain confidential treatment (e.g., by protective order or equivalent) for any Confidential Information so disclosed. Nothing in this clause or the rest of this Agreement restricts in any way Licensors’ obligations by virtue of its public interest, including SEC rules and regulations.

ARTICLE 9

REPRESENTATIONS AND WARRANTIESOF LICENSORS; LIMITATION OF LIABILITY

9.1****Licensor’sRepresentations and Warranties. Licensors hereby represents and warrants the following:

(a) that Licensors are corporations in good standing;

(b) that Licensors have the corporate authority to enter into this Agreement;

(c) that Licensors have the authority to grant the Licenses pursuant to the terms and conditions of this Agreement and subject to prior obligations of Licensors;

(d) that Licensors own or have licenses for the all Intellectual Property; and

(e) that the Intellectual Property is provided on an as-is, where-is basis.

9.2****Licensee’sRepresentations and Warranties. Licensee hereby represents and warrants the following:

(a) that Licensee is a corporation in good standing and that any sublicensed Affiliate will be organized and in good standing;

(b) that Licensee’s performance of the Licenses herein will at all times comply with all applicable laws, rules, and regulations;

(d) that Licensee will not over-build production relative to reasonable forecasts; and

(e) that Licensee will not utilize the License in any way that harms, dilutes, damages, or tarnishes the IP Rights.

ARTICLE 10

REPRESENTATIONS, WARRANTIESAND COVENANTS OF LICENSEE; INDEMNIFICATION

**10.1****Indemnification.**Licensors and Licensee will each indemnify the other against any breach of their respective representations, warranties and covenants, but not for the negligent or more culpable conduct of a party or its representatives, sublicensees, and service providers (the “Indemnified Claims”).

**10.2****Defense.**Licensors will defend Licensee, and vice versa, from any and all Indemnified Claims, as defined above. The party providing such defense (the “Defending Party”) will pay all reasonable attorney and expert fees and costs relating to such defense and will conduct all steps or proceedings in connection with such defense and as required to settle or defend such Indemnified Claims, including without limitation the employment of counsel reasonably satisfactory to the party being defended. The Defending Party may, however, by providing notice to the party being defended (the “Claimant Party”), assume sole control of such defense and thereafter (1) the Defending Party will be responsible for its attorney and expert fees and costs relating to such defense; (2) the Claimant Party will have the right to employ separate counsel and to monitor and participate in such defense, at the Claimant Party’s expense. The Defending Party will consider in good faith the views of such counsel and keep the Claimant Party and such counsel reasonably informed of the progress of any Indemnified Claims. No party may settle claims under this Section unless all parties affected by the terms agree.

10.3. IndemnificationProcess. Claimant Party will provide Defending Party with reasonably prompt written notice of any Indemnified Claim. Claimant Party will, at Defending Party’s expense, provide reasonable cooperation to Defending Party in connection with the defense or settlement of any such Indemnified Claim. Defending Party may not settle any Indemnified Claim on Claimant Party’s behalf without first obtaining Claimant Party’s written permission.

ARTICLE 11

TERM AND TERMINATION

**11.1****Term.**The term of this Agreement (the “Term”) will commence on the Effective Date of this Agreement and, unless terminated earlier under this Article 11, will continue to the end of life of the Intellectual Property.

11.2****TerminationElection by Licensors. At any time within six (6) months of the Effective Date of this Agreement, Licensors may elect to terminate the licensing by paying to Licensee the Termination Amount, which will consist of (a) the Existing Debt plus interest and other charges provided for in the Settlement Agreement, (b) amounts expended by Licensee, less any permissible amounts expended by Licensors, under this Agreement, including interest, (c) the amount necessary to repurchase a reasonable amount of non-close dated (or expired)

then-existing inventory held by Licensee, and (d) a termination fee of Fifty Thousand Dollars ($50,000). Such Termination Amount will be subject to a reconciliation such that payment within 10% (above or below) of the initially determined Termination Amount will be sufficient to satisfy the termination election. Parties will reconcile the total amount within thirty (30) days of such termination through good faith negotiation or, if necessary, mediation by mutual agreement of the Parties as to format and location.

11.3****TerminationElection by Licensee. If Licensors do not elect to terminate this Agreement under Section 11.2, then the Licensee will have a one-time right beginning on the nine month anniversary of the effective date of the license for a period of one year after such date, but not the obligation, to acquire the IP and related equipment under this Agreement for fair market value (“FMV”) less a reasonable discount for a distressed purchase and after application of the Termination Amount as a credit (which transaction must satisfy Licensors’ Board and applicable securities rules and not violate Licensors’ other obligations). Within 90 days of the end of the 6 month period in the last section, Licensee may engage a mutually agreeable independent third party to determine the FMV as of the date that is 180 days after the Effective Date of this Agreement. If Licensors do not agree, they may engage a national firm or their current auditor to determine the FMV and the two FMVs shall be averaged. Licensors shall have the right to pay the Termination Amount up to and through the closing of the purchase contemplated by this Agreement, but shall be responsible for the reasonable costs of Licensee’s valuation if it is completed before Licensors pay such amount after the 6 month period set forth in the last Section.

11.4****AdditionalProvisions if No Termination Election. In the event that neither Licensor nor Licensee exercise the termination elections under Section 11.2 or Section 11.3, then this License continues for the duration of the Term. Provided, however, that to the extent available under applicable law, Licensee may assert a statutory lien upon the equipment and related personal property in connection with the Termination Amount and the agreed charges described in Section 3.2, Section 3.2.1, and Section 3.2.2.

11.4****Effectof Termination. Upon the expiration, cancellation, or termination of this Agreement for any reason, except a consummated purchase by Licensee under Section 11.3, the following terms and conditions apply:

(a) All Licenses under this Agreement will immediately terminate and all rights in such Licenses will automatically revert back to the Licensors.

(b) Licensee will promptly return to Licensors all copies of Confidential Information, and any and all other information, data, formulae, manufacturing instructions, specifications, quality assurance procedures, and records supplied by the Licensors, whether confidential or otherwise (including all copies made by Licensee).

(c) Licensee will transfer to Licensors any and all records, books, papers, and samples required to be kept by this Agreement.

(d) All amounts due to Licensee from Licensors shall be immediately due and payable together with all applicable interest and other charges.

(e) The Parties in good faith will reconcile any minor outstanding balances due.

**11.5****Survival.**All provisions of this Agreement that by their terms, nature, or context are intended by the parties to survive the termination, expiration, or cancellation of this Agreement will do so.

ARTICLE 12

GENERAL PROVISIONS

12.1****EntireAgreement. This Agreement, along with its exhibits, represent the entire agreement between the parties as to the matters set forth and integrates all prior discussions or understandings between them. This Agreement may only be modified or amended in writing by a document signed by an authorized representative of Licensors and Licensee.

**12.2****Nonwaiver.**The failure of either party to assert a right hereunder or to insist on compliance with any term or condition of the Agreement will not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

**12.3****Enforceability.**If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

12.4****GoverningLaw. This Agreement will be construed and enforced in accordance with the laws of the state of Nevada, without giving effect to the conflict-of-law principles thereof, and applicable federal law.

**12.5****Venue.**Any action or suit brought by the parties relating to this Agreement will be brought and conducted solely and exclusively (a) in the state and federal courts in the state of Oregon (U.S.A.), if Licensors initiate the dispute and (b) in the state and federal courts in the State of Florida, Miami-Dade County, if Licensee initiates the dispute. All Parties hereby consent (and consent on behalf of their Affiliates) to personal jurisdiction of such courts, waive any objection to venue in such courts, and waive any claim that such forum is an inconvenient forum.

12.6****NoJoint Venture. Nothing contained in this Agreement will be construed as creating a joint venture, partnership, or employment relationship between the parties hereto. Except as specified herein, neither party shall have the right, power, or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto.

**12.7****Notices.**All notices to be given hereunder will be given in writing by personal delivery, express courier, facsimile, email delivery, or by regular U. S. Postal Service, postage prepaid, to either party at the address or number set forth below, or to such other addresses or numbers as either party may hereafter indicate pursuant to this section. Unless otherwise provided in this Agreement, (1) any communication or notice so addressed and mailed via U.S. Postal Service will be deemed to be given 10 days after mailing; (2) any communication or notice delivered by facsimile will be deemed to be given when the transmitting machine generates a receipt of a successful transmission of the notice; (3) any communication or notice delivered by email will be deemed to be given when the email is sent; and (4) any communication or notice given by personal delivery will be deemed to be given immediately upon such delivery, provided such delivery is made to the person indicated below:

If to LICENSORS Splash Beverage Group II, Inc.

Attn.: Legal Department and CEO

1314 East Las Olas Boulevard, Suite 221

Fort Lauderdale, Florida 33301

If to LICENSEE __________________

__________________

Fax: __________________

Email: __________________

12.10 Assignment. The Licensors have the right to assign this Agreement incident to fund raising or other transactions. During all time periods where Licensor owns the IP Rights, the Licensee’s rights are personal and it cannot assign this Agreement except with Licensors’ prior written agreement, which may be withheld in their discretion.

**12.9 Counterparts.**This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and be binding upon the parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives in counterparts as of the Effective Date.

EXHIBIT 10.5

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”), dated April 4, 2025 (the “Effective Date”), is made by and between the following parties (collectively, the “Parties”): Copa Di Vino Wine Group, Inc. (a Nevada corporation) and Splash Beverage Group II, Inc. (a Nevada corporation) (collectively, “Splash”) on the one hand; and Copa Di Vino Corporation (an Oregon corporation) (“CDVC”) on the other hand.

WHEREAS, a dispute has arisen between Splash and CDVC regarding certain landlord- tenant matters and contract matters and includes litigation pending in both the State of Oregon and the State of Florida (the “Disputes”);

WHEREAS, the Parties dispute the amounts due and owing regarding these Disputes;

WHEREAS, the Parties desire to resolve all existing differences and Disputes between them on the terms set out in this Agreement and the concurrently executed Intellectual Property License Agreement (the “Licensing Agreement”);

NOW, THEREFORE, in exchange for the mutual promises, releases and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties agree as follows:

1.	Payment Terms and Other Obligations: Splash agree to pay CDVC a total of<br>$673,007.13 (the “Settlement Amount”) in accordance with subsections 1.1 and 1.2 below, as final settlement of this<br>matter, with interest accruing on the Settlement Amount at a rate of twelve percent per annum (12%) and payable as follows:
1.1.	Payment Schedule. Payments shall be made by Splash<br>to CDVC on the following schedule:
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(i)	From the Effective Date to November 4, 2025, there<br>shall be no payments required towards the Settlement Amount or interest accrued thereon; and
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(ii)	Beginning on November 4, 2025, and continuing on the fourth day of each<br>month thereafter for the following eleven months, a monthly payment of $62,726.25 (each, a “Payment”) to be applied to accrued<br>interest first, then to principal until the Settlement Amount is paid in full. Provided, however, that after an uncured Event of Default,<br>payments made by Splash may be applied by CDVC to any of the obligations, matured or unmatured, as CDVC may determine in its sole but<br>reasonable discretion, unless otherwise required by applicable law.
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1.2.	Payment Instructions. Within 30 days of the Effective Date, CDVC will provide<br>to Splash such instructions as necessary to facilitate the payments under Section 1.1. Splash agrees that CDVC may, in its sole discretion,<br>provide other payment instructions by reasonable written notice delivered no later than seven (7) business days in advance of the due<br>date of any Payment.
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1.3.	No Prepayment Restrictions. Nothing in this Agreement<br>restricts or otherwise prevents Splash from pre-paying or otherwise paying additional amounts towards the Settlement Amount or other amounts<br>due under this Agreement in advance of the payment schedule in Section 1.1.
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1.4.	James Martin Companies’ Obligations. James Martin’s<br>affiliates shall use their best efforts to return finished product inventory to the Oregon premises previously rented by Splash (worth<br>approximately $300,000) and to provide instructions to Splash distributors to pay accounts receivable (worth approximately $200,000) in<br>accordance with the Licensing Agreement. Any provable loss of finished product inventory or receivables shall be credited against the<br>Termination Amount in the Licensing Agreement.
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2.	Default:
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2.1.	Events<br> of Default: Subject to Section 2.2, Splash agrees that: (i) if CDVC does not receive the<br> full amount of any Payment in ready and available funds on or before the due date for such<br> Payment as outlined in subsection 1.1 above; (ii) if Splash fails to pay or perform the Obligations<br> at the time such payment or performance comes due under this Agreement or the Licensing Agreement;<br> (iii) if either of the Splash entities, individually, become subject to an insolvency proceeding,<br> including but not limited to under title 11 of the United States Code, a receivership or<br> any similar proceeding; (iv) if Splash ceases operations or transfers all or substantially<br> all of its assets to a non-insider third party without written notice to CDVC; (v) if Splash<br> transfers all or substantially all of its assets to an insider or an entity controlled by<br> an insider, as the term “insider” is defined in the Bankruptcy Code, 11 U.S.C.<br> § 101(31) without the consent of CDVC; or (vi) if<br> any of the representations or warranties made in this Agreement are false or become false,<br> then Splash will each be in default of this Agreement (each, an “Event of Default”).<br> Any such Event of Default will immediately give rise to the remedies set out in this Agreement,<br> including but not limited to the remedies set out in section 3 below (including its subsections),<br> without any further action or notice on the part of CDVC, and without any right to cure on<br> the part of Splash.
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2.2.	Right To Cure: In the event Splash fails to make a<br>Payment on or before the due date(s) set forth in subsection 1.1, CDVC may issue written notice of default to Splash demanding cure of<br>the missed Payment within fifteen (15) days of the date such notice is issued (a “Cure Period”). Any such cure of the Payment<br>must be made in the manner required under subsection 1.2 and be made prior to the expiration of the Cure Period. Any other Event of Default<br>shall have a thirty (30) day Cure Period. Failure to cure within the Cure Period is an Event of Default under this Agreement and may be<br>enforced as provided herein.
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3.	Remedies:<br> While any Event of Default exists, CDVC may pursue any remedy available at law (including<br> those available under the provisions of<br> the UCC) or in equity to collect or enforce the Obligations, including the following:
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3.1.	Acceleration.<br> CDVC may, at its option, declare all or any part of the unpaid Obligations, together with all accrued and unpaid interest.
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3.2.	Litigation.<br> CDVC may file suit and obtain judgment, and, in conjunction with any action, may seek any<br> ancillary remedies provided by law.
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3.3.	Setoff.<br> CDVC may exercise its right of setoff against any money, funds, credits or other property<br> of any nature whatsoever of Splash now or hereafter in the possession of, in transit to or<br> from, under the control or custody of, or on deposit with CDVC or any affiliate of CDVC in any capacity whatsoever.
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4.	Mutual Releases:
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4.1.	Splash: Upon execution of this Agreement and the Licensing Agreement, Splash<br>forever release, waive, and discharge CDVC, as well as its successors and assigns, heirs, executors, representatives, officers, directors,<br>employees, affiliates, agents, and partners, including, without limitation, TGE LLC and James Martin (the “CDVC Released Parties”),<br>from any and all causes of action, suits, debts, accounts, damages, encumbrances, judgments, claims and demands whatsoever, in law or<br>equity or otherwise, and whether known or unknown and whether presently ascertainable or not, which Splash, or both of them together and/or<br>their successors and/or assignees ever had, now have, or ever will have against the CDVC Released Parties, which are pending, compulsory<br>to pending claims, or arising from the same set of facts or transactions to the claims in the Disputes.
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4.2.	CDVC: Upon execution of this Agreement and the Licensing<br>Agreement, CDVC forever releases, waives, and discharges Splash, as well as their successors and assigns, heirs, executors, representatives,<br>officers, directors, employees, affiliates, agents, and partners (the “Splash Released Parties”), from any and all causes<br>of action, suits, debts, accounts, damages, encumbrances, judgments, claims and demands whatsoever, in law or equity or otherwise, and<br>whether known or unknown and whether presently ascertainable or not, which CDVC and/or its successors and/or assignees ever had, now have,<br>or ever will have against the Splash Released Parties, which are pending, compulsory to pending claims, or arising from the same set of<br>facts or transactions to the claims in the Disputes.
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5.	No Release of Current Obligations: Nothing contained<br>in this Agreement or set forth in the mutual release provisions of this Agreement constitutes a release of the Parties’ obligations<br>to comply with the terms and conditions of this Agreement or the Licensing Agreement, or the right of any of the Parties to enforce its<br>rights as set out in this Agreement or the Licensing Agreement.
6.	Entire Agreement: The Parties agree that this Agreement and the Licensing<br>Agreement contain the entire agreement between them, and that their terms are contractual and not merely recital. This Agreement and the<br>Licensing Agreement supersede any prior understandings or agreements, whether oral, implied, or written, and none of the Parties are relying<br>on any promises, representations, communications, statements, assertions, declarations, omissions, agreements, arrangements, or understandings,<br>whether oral, implied, or written, that are not fully expressed herein or in the Licensing Agreement.
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7.	Warranty of Non-Assignment: The Parties each represent<br>and warrant that they have not assigned, transferred, or purported to assign or transfer, to any person or entity whatsoever, any claim<br>encompassed by the mutual release provisions of this Agreement.
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8.	Non-Waiver: The Parties agree that the failure or delay of any Party to<br>insist on strict performance of this Agreement is not to be construed as a waiver of the right to insist on such performance at any time.<br>The failure of any Party to enforce at any time, or for any period of time, the provisions of this Agreement is not to be construed as<br>a waiver of such provision or the right of such Party to enforce such provision, or any other provision of the Agreement, at any time.
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9.	Time of the Essence: Time is of the essence with respect<br>to all obligations set forth in this Agreement.
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10.	Tax Consequences: The Parties acknowledge and agree that each Party is solely<br>responsible for determining and satisfying its own tax liability (if any) resulting from the terms of this Agreement. The Parties further<br>acknowledge and agree that no Party has made any representation, or offered any advice or opinion, concerning the tax consequences of<br>this Agreement or payments made or received pursuant to this Agreement.
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11.	Severability: The provisions of this Agreement are<br>severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable, or void<br>for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of<br>this Agreement and shall not affect the validity or enforceability of any remaining portions, or parts.
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12.	Amendments: This Agreement may not be amended or modified<br>except in writing, signed by the Parties to be bound thereby, or signed by their respective attorneys as authorized. The Parties further<br>acknowledge that they lack authority to orally modify this Agreement.
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13.	Advice of Attorneys: The Parties each represent and<br>warrant that they are represented by competent counsel in connection with this matter, and that they have had ample and reasonable time<br>to consult their own counsel concerning this Agreement and to address with their own counsel any concerns they may have with the terms<br>of this Agreement.
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14.	Voluntary Agreement: The Parties each represent and warrant that they have<br>carefully read and fully understand the terms of this Agreement, and that they voluntarily agree to the terms of this Agreement.
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15.	Authority: The Parties each represent and warrant<br>that they have full authority to execute this Agreement and to bind themselves to its terms.
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16.	Counterparts: This Agreement may be executed in any<br>number of counterparts, each of which may be executed by less than all of the Parties, all of which together will constitute one instrument<br>and will be enforceable against the parties. Executed counterparts transmitted by facsimile or by other electronic means shall be given<br>the same force and effect as original signatures.
17.	Joint Drafting: The Parties agree that they have jointly participated in<br>the drafting and preparation of this Agreement, such that the terms of this Agreement are not to be construed in a manner either favorable<br>or adverse to any of the Parties.
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18.	Governing Law: The governing law, venue and forum<br>provisions of the Licensing Agreement are incorporated as if fully set forth here.
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19.	Notices: Any notices required under this Agreement<br>must be in writing and sent via U.S. Mail and electronic mail as follows:
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To<br>Copa Di Vino Wine Group, Inc.:	William<br>Meissner, President<br><br>Legal Department
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To<br>Splash Beverage Group II, Inc.	Splash<br>Beverage Group II, Inc.
With<br>a copy to:	Jason<br>Buratti
To Copa Di Vino Corporation:	James Martin, President<br> 901 E 2nd St <br> The Dalles, OR 97058
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With a copy to:	Douglas R. Ricks<br> Sussman Shank LLP<br> 1000 SW Broadway, Suite 1400<br> Portland, OR 97205
20.	Effective Date of the Settlement: This Agreement shall be effective upon<br>its execution, including in counterparts, by all Parties and the complete execution of the Licensing Agreement.
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THE SIGNATURES OF THE PARTIES BELOW INDICATE THEIR FULL UNDERSTANDING, AGREEMENT AND MUTUAL INTENT TO COMPLY FULLY WITH THE TERMS OF THIS AGREEMENT.

It is so agreed.