Exhibit 4.2


 


Form of Representative’s Warrant
Agreement


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD
CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING,
OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY
SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO DECEMBER 10, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 10, 2026.


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [__] Shares of Common Stock  


of 





SPLASH BEVERAGE GROUP, INC.


 


1.            Purchase Warrant. THIS CERTIFIES
THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark Investments, LLC
(“Holder”), as registered owner of this Purchase Warrant, Splash Beverage Group, Inc., a Colorado corporation
(the “Company”), Holder is entitled, at any time or from time to time from December 10, 2021 (the “Commencement
Date”), and at or before 5:00 p.m., Eastern time, June 10, 2026 (the ”Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [__] shares of common stock of the Company,
no par value per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the
next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date,
the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable
at $4.60 per Share; provided, however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean
June 10, 2021, the date on which the Registration Statement on Form S-1 (File No. 333-255091) of the Company was declared
effective by the Securities and Exchange Commission.


 


2.             Exercise.


 


2.1           Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in
cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official
bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease
and expire.


 


2.2           Cashless Exercise.
If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available
for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable
to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value
of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together
with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following
formula:


 






    	 



    	 



    

 


	X	=	Y(A-B)	 
	A	 




 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.



 


For purposes of this Section 2.2,
the fair market value of a Share is defined as follows:


 


	 	(i)	if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or



 


	 	(ii)	if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


2.3           Legend. Each
certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (the “Securities Act”):


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


3.             Transfer.


 


3.1           General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell,
transfer, assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of one hundred
eighty (180) days following the Effective Date to anyone other than: (i) Kingswood Capital Markets, division of Benchmark
Investments, LLC (“Kingswood”) or an underwriter or a selected dealer participating in the Offering, or
(ii) a bona fide officer or partner of Kingswood or of any such underwriter or selected dealer, in each case in accordance
with FINRA Conduct Rule 5110(e)(1), or (b) for a period of one hundred eighty (180) days following the Effective Date,
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder,
except as provided for in FINRA Rule 5110(e)(2). On and after one hundred eighty (180) days after the Effective Date, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with
the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five
(5) business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 






    	 



    	 



    

 


3.2           Restrictions Imposed
by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the
Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of Sichenzia Ross Ference LLP shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities
and Exchange Commission (the ”Commission”) and compliance with applicable state securities law has been
established.


 


4             Registration Rights.


 


4.1           Demand Registration.


 


4.1.1          Grant of Right.
The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Purchase Warrants
and/or the underlying Shares, agrees to register, on one (1) occasion, all or any portion of the Shares underlying the Purchase
Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration
statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use
its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with
review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice
if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights
pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such
registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of
the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such
offering is consummated. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders
to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the
date of the receipt of any such Demand Notice.


 


4.1.2         Terms. The Company
shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause
the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such states as
are reasonably requested by the Holders; provided, however, that in no event shall the Company be required to register
the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register
or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve
(12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are
first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company
to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company
if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding
the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section 4.1.2
on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the Effective Date
in accordance with FINRA Rule 5110(g)(8)(C).


 






    	 



    	 



    

 


4.2           “Piggy-Back”
Registration.


 


4.2.1          Grant of Right.
In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for a period
of no more than seven (7) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable
Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form);
provided, however, that if, solely in connection with any primary underwritten public offering for the account of
the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of
shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to
include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder
requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made
pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought
to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities
unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities
in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2.2         Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall
furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days’ written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of
the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within
five (5) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise
provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this
Section 4.2.2; provided, however, that such registration rights shall terminate on the fifth anniversary of
the Commencement Date.


 


4.3           General Terms.


 


4.3.1          Indemnification.
The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters
and the Company, dated as of June 10, 2021. The Holders of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act
or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for
specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 5.2
of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.


 


4.3.2          Exercise of Purchase
Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their Purchase
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 






    	 



    	 



    

 


4.3.3          Documents Delivered
to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered
public accounting firm which has issued a report on the Company’s financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein)
and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements,
as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering
requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or
its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary
to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and
properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times as any such Holder shall reasonably request.


 


4.3.4         Underwriting Agreement.
The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose
Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing
underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations,
warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of
such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or
the underwriters except as they may relate to such Holders, their Shares and their intended methods of distribution.


 


4.3.5          Documents to be
Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.3.6         Damages. Should
the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available to
the Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 


4.4           Termination of Registration
Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the earliest date when
all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration Statement,
(ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor form), which
may be kept effective as an evergreen Registration Statement, or (iii) may be sold by the Holder (including on a cashless
basis) within a 90 day period without registration pursuant to Rule 144 or consistent with applicable SEC interpretive guidance
(including CD&I no. 201.04 (April 2, 2007) or similar interpretive guidance).


 






    	 



    	 



    

 


5.            New Purchase Warrants to be Issued.


 


5.1           Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2           Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant
of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


6.             Adjustments.


 


6.1          Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


 


6.1.1         Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and
the Exercise Price shall be proportionately decreased.


 


6.1.2         Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the
number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise
Price shall be proportionately increased.


 


6.1.3        Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change
covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if
any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply
to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4         Changes in Form of
Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in
the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


 






    	 



    	 



    

 


6.2           Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into,
another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant
shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision
of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3          Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the
Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the
nearest whole number of Shares or other securities, properties or rights.


 


7.            Reservation and Listing. The Company
shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of
the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance
with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid
and non-assessable and not subject to preemptive rights of any stockholder. The Company further covenants and agrees that upon
exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares
issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities
exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public
in the Offering may then be listed and/or quoted.


 


8.            Certain Notice Requirements.


 


8.1          Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other stockholders of the Company at the same time and in the same manner that such notice is
given to the stockholders.


 


8.2          Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the
Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a
dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or
amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 






    	 



    	 



    

 


8.3          Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4          Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to
have been duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to
following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Kingswood Capital Markets, division
of Benchmark Investments, LLC





590 Madison Avenue, 39th
Floor 


New York, NY 10022





Attn: Joseph T. Rallo


 


with a copy (which shall not constitute
notice) to:


 


Hogan Lovells US LLP 


1601 Wewatta Street, Suite 900





Denver, CO 80202 


Attn: David R. Crandall, Esq.





Email: David.crandall@hoganlovells.com 


Fax No.: (303) 899-7333


 


If to the Company:


 


Splash Beverage Group, Inc.





1314 E Las Olas Blvd., Suite 221 


Fort Lauderdale, 33301





Attn: Dean Huge


 Phone: (954) 745-5815


 Email: Dean@splashbeveragegroup.com


 


with a copy (which shall not constitute
notice) to:


 


Sichenzia Ross Ference LLP





1185 Avenue of the Americas, 31st
Floor 


New York, NY 10036





Attn: Darrin Ocasio, Esq. 


Email: DMOcasio@srf.law


 


9.             Miscellaneous.


 


9.1           Amendments.
The Company and Kingswood may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Kingswood may deem necessary or desirable and that the Company and Kingswood deem shall not adversely affect the interest of
the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom
enforcement of the modification or amendment is sought.


 






    	 



    	 



    

 


9.2           Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3          Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this
Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4           Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein
contained.


 


9.5           Governing Law; Submission
to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and,
to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


 


9.6           Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.


 


9.7           Execution in Counterparts.
This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and
shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the
other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.8          Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time
prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Kingswood enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]



    	 



    	 



    

 





IN WITNESS WHEREOF, the Company has caused this
Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2021.


 


SPLASH BEVERAGE GROUP, INC.


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 



 






    	 



    	 



    

 


[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, no par value per share (the “Shares”),
of Splash Beverage Group, Inc., a Colorado corporation (the “Company”), and hereby makes payment of $____
(at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase
Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the
number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby
elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as
determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to
be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is
being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____;
and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 



The undersigned agrees
and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect
to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature 	 	 



 


	Signature
Guaranteed 	 	 



 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name: 	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


NOTICE: The signature to
this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 






    	 



    	 



    

 


[Form to be used to assign Purchase
Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________ does
hereby sell, assign and transfer unto the right to purchase shares of common stock, no par value per share, of Splash Beverage
Group, Inc., a Colorado corporation (the “Company”), evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


 


Dated: __________, 20__


 


	Signature 	 	 



 


	Signature Guaranteed 	 	 



 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.