Exhibit
10.2


 


AMENDMENT AGREEMENT NO. 1


 


This AMENDMENT
AGREEMENT NO. 1 (this “Amendment”) to the Promissory Note Conversion Agreement (the “Conversion
Agreement”) is made as of September 11, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”)
and ____________ (the “Holder”).


 


WHEREAS,
the Company and Holder are parties to the Conversion Agreement accepted on the closing of the Merger, March 31, 2020;


 


WHEREAS,
the Company and Holder wish to amend the Conversion Agreement as set forth herein;


 


NOW,
THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.
Definitions. Capitalized terms which are used herein without definition and which are defined in the Conversion
Agreement shall have the same meanings herein as in the Conversion Agreement.


 


2.
 Amendment to Paragraph C. Paragraph C of the Conversion Agreement is hereby amended and restated in its
entirety to read as follows:


 


C.  
Upon completion of the Merger the Company will be a wholly owned subsidiary of Canfield Medical Supply Inc. (the “Parent”)
and shareholders of the Company will own in the aggregate on a fully diluted basis, after giving effect to conversions of all
debt and preferred stock, and all outstanding options, and or other rights to acquire Company securities warrants, not less than
85% of Parent, with the ability to receive an additional 1.25% of Parent, for an aggregate total of 86.25% ownership of Parent,
computed as of the date of Merger, if the post- Merger Parent is able to sell, issue and receive $9 million of additional debt
and/or equity capital (through a public and/or private offering or offerings) no later than April 30, 2021 (the “New Capital”).The
post-Merger Parent shall hereinafter be referred to as “SplashPM.”


 






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3. Amendment
to Paragraph 3. Paragraph 3 of the Conversion Agreement is hereby amended and restated in its entirety to read as
follows:


 


“3.   Restricted
Stock; Piggyback Registration Rights. The Conversion Shares to be issued hereunder have not been registered with the United
States Securities and Exchange Commission or with the securities regulatory authority of any state. The Conversion Shares are
subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not
be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”),
and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. At such time, if ever, that
SplashPM determines to file a registration statement with the Securities and Exchange Commission (“SEC”) relating
to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form
S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition
of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans)
(the “Registration Statement”), SplashPM shall send to Noteholder written notice of such determination and, if within
10 days after the date of receipt of such notice Noteholder shall so request in writing, SplashPM shall include in such registration
statement all or any part of the Conversion Shares that Noteholder requests to be registered, provided however any Conversion
Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also
covered by the Registration Statement (“Removed Conversion Shares”) if such removals are required to comply with any
written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness
of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Conversion Shares
if any (an “RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration
Statement and RCS Registration Statement until all of the Conversion Shares and Removed Conversion Shares are sold. The registration
rights granted herein shall remain in full effect and continue to extend to the Conversion Shares and Removed Conversion Shares
until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and
SplashPM.


 


Notwithstanding
anything to the contrary herein, the Company will not be required to include any Conversion Shares on any registration statement
if such securities may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume
limitation. For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion
Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall
not be required to provide such Holder with the notice referenced in Paragraph 3.


 


 Notwithstanding
anything contained herein, if the managing underwriter(s) of an offering being conducted by the Company advise(s) the Company
and the Holder(s) of the Conversion Shares in writing that the aggregate number of shares of Common Stock to be sold by the Company
or any other stockholder (other than a Holder), if any, and Conversion Shares requested to be included in the offering exceeds
the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of shares of Common
Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares will be reduced
to the amount recommended by such managing underwriter(s). For avoidance of doubt once the Conversion Shares may be sold under
Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion
Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3.


 


4.
Counterparts. This Amendment may be executed in counterparts with the same effect as if both Parties had signed
the same documents. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and
the same instrument.


 






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5.
Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the
subject matter hereof. Except as provided herein, all provisions, terms and conditions of the Conversion Agreement shall remain
in full force and effect. 


 


6.
Governing Law and Venue. This Amendment and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
Nevada. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to this Amendment
or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal
courts located in the City of Las Vegas, Clark County and that such courts are convenient forums. Each party hereby submits to
the personal jurisdiction of such courts for purposes of any such actions or proceedings.


 






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IN
WITNESS WHEREOF, the Company and _____________________ have caused this Amendment to be executed as of the date first written
above.


 


	 	SPLASH BEVERAGE GROUP, INC.
	 	(a Nevada corporation)
	 	 	 
	 	By: 	 
	 	 	Name:
Dean Huge
	 	 	Title:
Chief Financial Officer
	 	 	 
	 	On behalf of:
	 	 	 
	 	 


 






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