Exhibit 10.1


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of June 15, 2021 (the “Issuance Date”) between Splash Beverage
Group, Inc., a Colorado corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).


 


WHEREAS, pursuant to
the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated June 10, 2021, by and between the
Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters set forth therein,
the Company is engaged in a public offering (the “Offering”) of up to 4,312,500 shares (the “Shares”)
of common stock, no par value per share (the “Common Stock”) of the Company and up to 4,312,500 warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to the underwriters’
over-allotment option;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-255091,
on Form S-1 (as the same may be amended from time to time, the “Registration Statement”), for the registration under
the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants and Warrant Shares, and such
Registration Statement was declared effective on June 10, 2021;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.                     
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent
for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in
accordance with the express terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.             
Warrants.


 


2.1                Form
of Warrants.. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate
(“Global Certificate”) in the form of Annex A to this Warrant Agreement, which shall be deposited on
behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name
of Cede & Co., as nominee of DTC. The terms of the Global Certificate are incorporated herein by reference. If DTC subsequently
ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making arrangements
for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants
available in, registration in the name of Cede & Co., as nominee of DTC, the Company may instruct the Warrant Agent to provide
written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct
the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing the Warrants (“Definitive
Certificates” and, together with the Global Certificate, “Warrant Certificates”), in the form of
Annex B to this Warrant Agreement. The Warrants represented by the Global Certificate are referred to as “Global
Warrants”.


 






    	 



    	 



    

 


2.2          
Issuance and Registration of Warrants.


 


2.2.1                 
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”)
for the registration of original issuance and the registration of transfer of the Warrants. Any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed
the “beneficial owner” thereof, provided that all such beneficial interests shall be held through a Participant (as defined
below), which shall be the registered holder of such Warrants.


 


2.2.2                 
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
the Global Certificate and deliver the Warrants in the DTC settlement system in accordance with written instructions delivered to the
Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership
shall be effected through, records maintained (i) by DTC and


 


(ii) by institutions that have accounts
with DTC (each, a “Participant”), subject to a Holder’s right to elect to receive a Definitive Certificate. Any
Holder desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant
to Section 2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing the Warrants
which are to be represented by a Definitive Certificate through the DTC settlement system.
Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Definitive Certificate or Definitive Certificates,
as the case may be, as so requested. Alternatively, non-certificated warrants may be issued and the Warrant Agent will deliver a statement
representing the book-entry position to the Holder upon written instructions from the Company, the Holder, or DTC.


 


2.2.3                 
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant,
the Company and the Warrant Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register
(the “Holder”) as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written
certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest
in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4                 
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized
officer of the Company (an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant
Certificates, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of
the Warrant Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid
for any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases
to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such
Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as
though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may
be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such an Authorized Officer.


 








2.2.5                  Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be
registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant
Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant
Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the
Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or that is or
are to be split up, combined or exchanged. Thereupon, the Warrant Agent shall countersign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Warrant Agent may
require reasonable and customary payment, by the Holder requesting a registration of transfer of Warrants or a split-up,
combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and
issuance of. Warrant Shares to the Holder and not with respect to any Global Warrants), of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or
exchange, together with reimbursement to the Warrant Agent of all reasonable expenses incidental thereto.


 






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2.2.6                 
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant
Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case
of loss, theft or destruction, of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate
if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative
fee for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond
obtained covers multiple certificates, provided that no surety bond will be required in connection with Global Warrants. The Warrant Agent
may receive compensation from the surety companies or surety bond agents for administrative services provided to them.


 


2.2.7                 
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including
the Participants and beneficial holders that may own interests through the Participants, to take any action that a Holder is entitled
to take under this Agreement or the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate,
exercise of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by
DTC.


 


2.2.8                  Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the
exchange of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibit A (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants,
shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Annex B, and
shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within the earlier of (i) two (2) Trading Days
and (ii) the number of Trading Days comprising the Standard Settlement Period of the Warrant Certificate Request Notice pursuant to
the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the
Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice
by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the
Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant
Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the
Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of
delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to
contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Warrant
Agreement.


 


2.2.9                 
For purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement
and the Warrant certificate in the form of Annex B hereto with respect to terms of the Warrants, the terms of the Warrant certificate
shall govern and control.


 






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		3.	Terms and Exercise of Warrants.



 


3.1                 
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable
Warrant Certificate and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at
the price of $4.60 per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant
is exercised.


 


3.2                
Duration of Warrants. Warrants may be exercised only during the period (“Exercise
Period”) commencing on the Issuance Date and terminating at 11:59 P.M., New York City time (the “close of business”)
on June 15, 2026 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
Date.


 


		3.3	Exercise of Warrants.



 


		3.3.1	 Exercise and Payment.



 


(a)             
Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any
time or times during the Exercise Period by delivery to the Warrant Agent (with a copy to the Company) of the Notice of Exercise in the
form attached as Exhibit A to the Definitive Certificate attached hereto as Annex B (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following
the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless
exercise procedure specified in Section 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall surrender such Warrant to the Warrant Agent for cancellation within
three (3) Trading Days of the date the Notice of Exercise is delivered to the Warrant Agent. Partial exercises of a Warrant resulting
in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Warrant Agent
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion
of the Warrant Shares under a Warrant, the number of Warrant Shares available for purchase thereunder at any given time may be less than
the amount stated on the face thereof.







 


(b)              Notwithstanding
the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s)
representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar
functions), shall effect exercises made pursuant to this Section 3.3.1 by
delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,
complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as
applicable), subject to a holder’s right to elect to receive a Definitive Warrant pursuant to the terms of this Warrant
Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise
Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be
deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such
holder.


 






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		3.3.2	Issuance of Warrant Shares.



 


(a)               The
Warrant Agent shall, on the Trading Day following the date it receives a Notice of Exercise, advise the Company and the
transfer agent and registrar for the Company’s Common Stock (if the Warrant Agent is not the transfer agent), in
respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect
to such exercised Warrants, (ii) the instructions of the. Holder or Participant, as the case may be, provided to the
Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after
such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably
request.


 


(b)              The
Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with DTC through its Deposit or Withdrawal at Custodian
system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant is
being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) two (2)
Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of
the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise
(or, if earlier, upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation
SHO), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which a Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the
aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading
Days of and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant
Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000
of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the Warrants remain outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date
of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or
prior to 12:00 p.m. (New York City time) on the Issuance Date, which may be delivered at any time after the time of execution
of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York
City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided
that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share
Delivery Date.


 


3.3.3            
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise
of a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4            
No Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the
Warrant. If, by reason of any adjustment made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to
receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of Warrant
Shares to be issued to such Holder.


 


3.3.5            
No Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the
Holder, the Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the DTC (or another established clearing corporation performing similar functions) required for same- day electronic delivery
of the Warrant Shares.


 






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		3.3.6	Restrictive Legend Events; Cashless Exercise Under Certain Circumstances.



 


(i)                The
Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement and the current status
of the prospectus included therein or to file and maintain the effectiveness of another registration statement and another current
prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide
to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares
via DTC transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respect to the
Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not available for the issuance
of the Warrant Shares to the Holder or (E) otherwise (each a “Restrictive Legend Event”). To the extent that
the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder
has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company
shall, at the election of the Holder, which shall be given within five (5) days of
receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Notice of Exercise and the
Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted
exercise as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the exercise price to the
Holder.


 


(ii)               If a Restrictive Legend Event has occurred and is continuing, the Warrants may also be exercisable
on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net
cash settlement to the Holder in lieu of delivery of the Warrant Shares. Upon a “cashless exercise”, the Holder shall be entitled
to receive the number of Warrant Shares equal to the quotient (if such quotient would be a positive number) obtained by dividing (A-B)
(X) by (A), where:


 


(A) =
As applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such
Notice of Exercise is (1) both executed and delivered pursuant to Section 3.3.1(a) hereof on a day that is not a Trading Day
or (2) both executed and delivered pursuant to Section 3.3.1(a) hereof on a Trading Day prior to the opening of
“regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the
date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as
reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice
of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 3.3.1(a) hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of
Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 3.3.1(a) hereof
after the close of “regular trading hours” on such Trading Day.


 


(B) = The Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


(X) = the number
of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 






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If the Warrant Shares are issued in
such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the holding period of the Warrants being exercised
may be tacked to the holding period of the Warrant Shares, and the Company agrees not to take any
position contrary thereto. Upon receipt of a Notice of Exercise for a cashless exercise, the Warrant Agent will promptly deliver
a copy of the Notice of Exercise to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise.
The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise. The Warrant
Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable
for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.
Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 3.3.6(ii).


 


3.3.7                 
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder
the number of Warrant Shares that are not disputed.


 


3.3.8                 
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 3.3.2(b) above pursuant to an exercise on or before the Warrant Share Delivery Date, and
if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any (the “Buy-In Payment Amount”), by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant
Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the
sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver
shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


3.3.9                 
Beneficial Ownership Limitation. The Company shall not be required to effect any exercise
of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates (as defined below), and any other persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and
its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or
any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any
other securities of the Company (including, without limitation, any other securities of the Company which


 






    	7



    	 



    

 


would entitle the holder thereof to acquire
at any time shares of 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, shares of
Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,
upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon written notice to
the Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a Warrant held
by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will
not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply
to a successor holder of a Warrant.


 


		3.3.10	Required Reserve Amount.



 


(i)                 So
long as any Warrants remains outstanding, the Company shall at all times keep reserved for issuance under the Warrants a number
of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy
the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding (without regard to any limitations
on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common
Stock reserved pursuant to this Section 3.3.10(i) be reduced other than proportionally in connection with any exercise or redemption
of Warrants or such other event covered by Section 4 below. The Required Reserve Amount (including, without limitation, each increase
in the number of shares so reserved) shall be allocated pro rata among the Holders of the Warrants based on number of shares of
Common Stock issuable upon exercise of Warrants held by each Holder on the Issuance Date (without regard to any limitations on
exercise) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
In the event that a Holder shall sell or otherwise transfer any of such Holder’s Warrants, each transferee shall be allocated
a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any
person which ceases to hold any Warrants shall be allocated to the remaining Holders of Registered Warrants, pro rata based
on the number of shares of Common Stock issuable upon exercise of the Warrants then held by such Holders (without regard to any
limitations on exercise).


 






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(ii)          
  If, notwithstanding Section 3.3.10(i) above, and not in limitation thereof, at
any time while any of the Warrants remain outstanding, the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s
authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all
the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of
such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the
number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with
a proxy statement and shall use its best efforts to solicit its shareholders’ approval
of such increase in authorized Common Stock and to cause its board of directors to recommend to the shareholders that they
approve such proposal. In the event that the Company is prohibited from issuing shares of Common Stock upon an exercise of a
Warrant due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but
unissued Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to a
Holder, the Company shall pay cash in exchange for the cancellation of such portion of the applicable Warrant exercisable
into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization
Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on
the date the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares to the Company
and ending on the date of such issuance and payment under this Section 1(f); and
(ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.


 


		4.	Adjustments.



 


4.1                 
Adjustment upon Subdivisions or Combinations. If the Company, at any time while the Warrants
are outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares
of Common Stock issued by the Company upon exercise of the Warrants), (ii) subdivides outstanding shares of Common Stock into a larger
number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding immediately after such event, and the number of shares
issuable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate Exercise Price of such Warrant shall
remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 


		4.2	Adjustment for Other Distributions.



 


(a)                       Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of a Warrant
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) 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 shares of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to
participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of
Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in
abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the
Beneficial Ownership Limitation).


 






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(b)                     
Distributions. In addition to any adjustment under Section 4.1, during such time as the Warrants
are outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of the Warrants, then, in each such
case, each Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of the Holder’s Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares
of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


(c)         
            Other Events. In the event that the Company (or any Subsidiary (as defined in the Underwriting
Agreement)) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to
protect the Holders from dilution or if any event occurs of the type contemplated by the provisions of this Section 4.2 but not expressly
provided for by such provisions (including, without limitation, the granting of share appreciation rights, phantom share rights or other
rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment
in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the
rights of the Holders, provided that no such adjustment pursuant to this Section 4.2(c) will increase the Exercise Price or decrease the
number of Warrant Shares as otherwise determined pursuant to this Section 4.2, provided further that if a Holder does not accept such
adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and
the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate
adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


4.3                 
Fundamental Transaction. If, at any time while the Warrants are outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person,
(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all
or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another person) is completed pursuant to which all holders of Common Stock are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which all outstanding shares of Common
Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such
other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other person or other persons making or party to, or associated or affiliated with the other Persons making or party to, such stock
or share purchase agreement or other business combination) (each a


 






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“Fundamental
Transaction”), then, upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for
each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction (without regard to any limitation in Section 3.3.9 on the exercise of a Warrant), the number of shares of Common
Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and such amount of
cash or any other consideration (collectively, the “Alternate Consideration”) receivable as a result of
such Fundamental Transaction by a holder of the number of shares of Common Stock for which a Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.9 on the exercise of a
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders
of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of a Warrant
following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of
the Company under the Warrants in accordance with the provisions of this Section 4.3 pursuant to written agreements prior to
or during such Fundamental Transaction and shall, at the option of each Holder, deliver to the Holder in exchange for the
Holder’s Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to the Holder’s Warrant which is exercisable for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of the Holder’s Warrant (without regard to any limitations on the exercise of the Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price thereunder to such shares of capital stock (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of the Holder’s Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of
such Fundamental Transaction, the provisions of the Warrants referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under


 


Notwithstanding
the foregoing and the provisions of Section 4.3, at the request of a Holder delivered at any time commencing on the earliest to
occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the
Holder first becoming aware of any Fundamental Transaction through the date that is thirty (30) days after the public disclosure of
the consummation of such Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the United
States Securities and Exchange Commission, the Company or the Successor Entity (as the case may be) shall purchase the Warrant from
the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value (as defined
below). Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the
later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental
Transaction; provided, however, if the Fundamental Transaction is not within the Company’s control, including
not approved by the Company’s board of directors or the consideration is not in all shares of the Successor Entity, the
Holders shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such
Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the
unexercised portion of the Warrants, that is being offered and paid to the holders of shares of Common Stock of the Company in
connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof,
or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection
with the Fundamental Transaction. “Black Scholes Value” means the value of the unexercised portion of a Warrant
remaining on the date of the Holder’s request, which value is calculated using the greater of the Black Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg, as a put option or a call option, utilizing (i) an underlying price
per share equal to, at the Holder’s election, either, (1) the highest or lowest (at the Holder’s election) Closing Sale
Price of the Common Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable
Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of
the Holder’s request or (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if
any) plus


 






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the value of the non-cash
consideration being offered in the applicable Fundamental Transaction (if any), (ii) (1) if calculating as a call option, a
strike price equal to the Exercise Price in effect on the date of the Holder’s request, or (2) if calculating as a put
option, a strike price equal to $4.60 (as adjusted for share splits, share dividends, share combinations, recapitalizations
or other similar events), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the
greater of (1) the remaining term of the Warrant as of the date of consummation of the applicable Fundamental Transaction or
as of the date of the Holder’s request if such request is prior to the date of the consummation of the applicable
Fundamental Transaction, (iv) a zero cost of borrow, (v) an expected volatility equal to the greater of 100% and the 100 day
volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as
of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental
Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became
aware of the applicable Fundamental Transaction, and (vi) a remaining option time equal to the time between the date of the
public announcement of the applicable Fundamental Transaction and the Expiration Date.


 


The Company shall instruct
the Warrant Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of
any such amendment, supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the
successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine
the correctness of any provisions contained in such agreement or such notice, including but not limited to any provisions relating
either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method
employed and provided therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions
contained in any such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales and conveyances of the kind described above.


 


		44	Notices
                                                                                                       to Holder.



 


(a)                   
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to
any provision of this Section 4, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth
the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief
statement of the facts requiring such adjustment.


 


(b)                    Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the
Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it
shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the
Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect
therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice required by this Warrant Agreement constitutes, or
contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. Provided such notice occurs within the
Exercise Period, the Holder shall remain entitled to exercise a Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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4.5                 
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1
or 4.2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment
Rights, phantom stock rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s
board of directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares
or designate such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered
Holder. No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a
single issuance.


 


4.6                 
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of
Warrant Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall
state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give
written notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant
Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any
related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with
any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge
of any such adjustment unless and until it shall have received written notice thereof from the Company.


 


4.7                 Voluntary Adjustment By Company. The Company may at any time the Warrants are outstanding,
subject to the prior consent of the Principal Market if less than $0.80 (as adjusted for share splits, share dividends, share combinations,
recapitalizations or other similar transactions), with the prior written consent of the Holders of a majority of the Warrants then outstanding,
reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.


 


4.8               
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment
of its certificate of incorporation or other organizational documents or through any reorganization, transfer of assets, consolidation,
merger, amalgamation, plan of arrangement, dissolution, issuance 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 Agreement or the Warrants, and will at all times in good faith carry out
all the provisions of this Agreement and the Warrants and take all action as may be required to protect the rights of the Holders. Without
limiting the generality of the foregoing, the Company (a) shall not increase the par value of any Common Stock receivable upon the exercise
of the Warrants above the Exercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of the Warrants,
which shares of Common Stock shall be freely tradeable pursuant to all applicable securities laws. Notwithstanding anything herein to
the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, a Holder is not permitted to exercise the Holder’s
Warrant in full for any reason (other than pursuant to restrictions set forth in Section 3.3.9 hereof), the Company shall use its best
efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such
exercise into shares of Common Stock.


 


5.                 
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend
upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 






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6.             
Other Provisions Relating to Rights of Holders of Warrants.


 


6.1                 
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely
in its capacity as a holder of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of
the Company for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its
capacity as the registered holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues
of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of Warrants.


 


6.2                 
Reservation of Common Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Warrant Agreement.


 


7.            
Concerning the Warrant Agent and Other Matters.


 


7.1                 
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant
Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and
shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with
the written confirmation received in accordance with this Section 7.1.


 


7.2               
(a)            Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent
for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant
Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the
reasonable fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges
(both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling
charges to cover internal processing and use of the Warrant Agent’s billing systems.


 


(b)                   
All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are
due within 30 days of the Company’s receipt of an invoice.


 


(c)                   
No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of
its rights.


 


7.3          
As agent for the Company hereunder, the Warrant Agent:


 


(a)                   
shall have no duties or obligations other than those specifically set forth herein or as may subsequently
be agreed to in writing by the Warrant Agent and the Company;


 


(b)                  
shall be regarded as making no representations and having no responsibilities as to the validity,
sufficiency, value, or genuineness of the Warrants or any Warrant Shares;


 


(c)                    
shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines
to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or
liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it;


 


(d)                   
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate,
instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent
and believed by it to be genuine and to have been signed by the proper party or parties;


 






    	14



    	 



    

 


(e)                    
shall not be liable or responsible for any recital or statement contained in the Registration Statement
or any other documents relating thereto;


 


(f)                     
shall not be liable or responsible for any failure on the part of the Company to comply with any
of its covenants and obligations relating to the Warrants, including without limitation obligations under applicable securities laws;


 


(g)                    
may rely on and shall be fully authorized and protected in acting or failing to act upon the written,
telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or
supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for
advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any
delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this
Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall
not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less than five business days after the date such application
is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action,
the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted;


 


(h)                   
may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the
advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by
it hereunder in good faith and in accordance with the advice of such counsel;


 


(i)                      
may perform any of its duties hereunder either directly or by or through nominees, correspondents,
designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent,
designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement;


 


(j)                     
is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees
to any person; and


 


(k)                  
shall not be required hereunder to comply with the laws or regulations of any country other than
the United States of America or any political subdivision thereof.


 


7.4                (a)             In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant
Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance
of its duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant
Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not
limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the
form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder.
The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its
reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages
or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software
failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God
or similar occurrences, provided that such events shall not affect in any way the Company’s obligations to the Holders under the
Warrant Certificates.


 






    	15



    	 



    

 


(b)             In
the event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant
Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not
be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been
judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose)
by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter which is no
longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant Agent and
executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall not be
obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an
interest in the settlement.


 


7.5                 The
Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a
result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6                 
Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after
the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On
the business day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the
Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses
as provided in this Section 7 shall survive the termination of this Warrant Agreement.


 


7.7                 
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any
court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an
agreement among the parties to it to the full extent permitted by applicable law.


 


7.8                 
The Company represents and warrants that (a) it is duly incorporated and validly existing under the
laws of its jurisdiction of incorporation, (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions
contemplated thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects
with all applicable requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date
hereof in connection with the offering of the Warrants.


 


7.9                 
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration
Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10              
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company, including, without limitation, the copy of any Notice of Exercise, shall be
in writing and delivered by e-mail, hand or sent by a nationally recognized overnight courier service, addressed (until another address
is filed in writing by the Company with the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall
be given to the last address set forth for such holder (if any) in the Warrant Register:


 


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.

 Phone: (212) 930-9700


Email: dmocasio@srf.law


 






    	16



    	 



    

 


Any notice, statement
or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent, including, without limitation, any Notice of Exercise, shall be in writing and delivered by facsimile, hand or sent by a nationally
recognized overnight courier service, addressed (until another address is filed in writing by the Warrant Agent with the Company), as
follows:


 


Equiniti Trust Company





1110 Centre Pointe Curve, Suite 101

 Mendota Heights,
MN 55120


Fax No: [ ]





Email: [ ]


 


Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth above in this Section 7.11
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be
given. Notwithstanding any other provision of this Warrant Agreement, where this Warrant Agreement provides for notice of any event to
the Holder, if a Warrant is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given
to DTC (or any successor depositary) pursuant to the procedures of DTC (or such successor depositary).


 


7.11             
(a)             This Warrant Agreement shall be governed by and construed in accordance with the laws of the
State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated
in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction
of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder.


 


(b)                   
This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without
the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i)
consent is not required for an assignment or delegation of duties by Warrant Agent to any Affiliate of Warrant Agent and (ii) any reorganization,
merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute
an assignment of this Warrant Agreement.


 


(c)                   
No provision of this Warrant Agreement may be amended, modified or waived, except in a written document
signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary
or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders, provided, however,
that no modification of the terms upon which the Warrants are exercisable or the rights of the Holders to receive payments in cash from
the Company or to require a Holder of Warrants to deliver any ink-original Notice of Exercise or any medallion guarantee (or other type
of guarantee or notarization) of a Notice of Exercise or to the beneficial ownership limitation.


 


7.12          Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may
require the Holders to pay any transfer taxes in respect of the. Warrants or such shares. The Warrant Agent may refrain
from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the
registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or
charge, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax
or charge, if any, has been paid.


 






    	17



    	 



    

 


7.13        
Resignation of Warrant Agent.


 


7.13.1              
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’
notice in writing to the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the
Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor
Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor
Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such
a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial
Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state
of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant
Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.13.2               Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.13.3               Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged
or converted or with which it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent
shall be the successor Warrant Agent under this Warrant Agreement, without any further act or deed.


 


8.             
Miscellaneous Provisions.


 


8.1                 
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof.


 


8.2                 
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available
at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection,
the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants.


 



    	18



    	 



    




 


8.3                 
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile
or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


8.4               
Effect of Headings. The Section headings herein are for convenience only and are not part
of this Warrant Agreement and shall not affect the interpretation thereof.


 


9.            
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


(i)                
“Adjustment Right” means any right granted with respect to any securities issued
in connection with, or with respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section
4) of Common Stock (other than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net
consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash
settlement rights, cash adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to
Section 4.4 of this Agreement).


 


(ii)                
“Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule
405 under the Securities Act.


 


(iii)               
“Closing Sale Price” means, for any security as of any date, the last closing
trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended
hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as
reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg,
the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group
Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the
applicable Holder. All such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other
similar transaction during such period.


 


(iv)              
“person” shall mean any individual, firm, corporation, partnership, limited liability
company, joint venture, association, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


(v)
          “Principal Market” means the NYSE American.


 


(vi)              
“Trading Day” means any day on which the Common Stock is traded on the Trading
Market, or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange
or securities market in the United States on which the Common Stock is then traded, provided that “Trading Day” shall not
include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does
not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City
time)


 


(vii)             
“Trading Market” means the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).


 








(viii)            “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common. Stock is then listed or quoted as reported by
Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB
or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on OTCQB or OTCQX as applicable, (c)  if
the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the “Pink Open Market” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so
reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


[SIGNATURE PAGE FOLLOWS] 









    	19



    	 



    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	SPLASH
BEVERAGE GROUP, INC.
	 	 
	 	By:	 
	 	 	Name: Robert Nistico
	 	 	Title:
Chief Executive Officer
	 	 	 
	 	EQUINITI
TRUST COMPANY,
	 	as
Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Warrant Agent Agreement ] 


 






    


     


    

 


IN WI1NESS
WHEREOF, this Warrant Agreement has been duly executed by the
parties hereto as of the day and year first above written.


 


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


 


[Signature Page to Warrant
Agent Agreement ]


 






    


     


    

 







	Annex A	Form of Global Certificate
	Annex B	Form of Certificated Warrant
	Exhibit A	Warrant Certificate Request Notice
	Exhibit B	Assignment Form



 






    


     


    

  


ANNEX A


 


[FORM OF GLOBAL CERTIFICATE]


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


SPLASH BEVERAGE GROUP, INC.


WARRANT
CERTIFICATE





NOT EXERCISABLE AFTER JUNE 15,
2026


 


This certifies that
the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth below.
Each Warrant entitles its registered holder to purchase from Splash Beverage Group, Inc., a company incorporated under the laws of the
State of Colorado (the “Company”), at any time prior to 5:00 P.M. (New York City time) on June 15, 2026, one share
of common stock, no par value per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant
Shares”), at an exercise price of $4.60 per share, subject to possible adjustments as provided in the Warrant Agreement (as
defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another
Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated
office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and
duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of June 15, 2021 (the “Warrant Agreement”) between the Company and Equiniti Trust Company, as Warrant Agent
(the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office
of the Warrant Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.


 



    	A-1



    	 



    





 


WITNESS the facsimile signature of a proper officer of the Company.


 


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



 


	Dated:
[], 2021	 
	Countersigned:	 
	EQUINITI
TRUST COMPANY,	 
	as
Warrant Agent	 
	By:	 	 
	Name:	 
	Title:	 




 






    	A-2



    	 



    




 


PLEASE DETACH HERE 


—————————————————————————————————————— 


Certificate No.:_________Number
of Warrants: [   ]


 


WARRANT CUSIP NO.:____________


 


	 	 	SPLASH BEVERAGE GROUP, INC.
	[Name & Address of Holder]	 	EQUINITI TRUST COMPANY, Warrant Agent
	 	 	By Mail:
	 	 	By hand or overnight courier:




  






    	A-3



    	 



    

 


ANNEX B


 


[FORM OF CERTIFICATED WARRANT]


 


THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(d) OF THIS WARRANT.


 


SPLASH BEVERAGE
GROUP, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.:


Date of Issuance: June 15, 2021 (“Issuance
Date”)


 


Splash Beverage Group,
Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance
Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),1 (subject to adjustment
as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”,
and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in
this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “Registered
Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Agreement, dated as of June 10, 2021 (the “Subscription
Date”), by and among the Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting
Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (File number 333-255091) (the “Registration
Statement”).


 


		1.	EXERCISE OF WARRANT.



 


(a)   
      Mechanics of Exercise. Subject to the terms and conditions
hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any
day on or after the Issuance Date (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile, electronic
mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied
by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash
or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise
was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this
Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right
to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant
Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance
with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the
form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”),
which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms
herein. On or before the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice (or such
earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant
Shares initiated on the applicable Exercise Date), the Company shall (i) provided that the Transfer Agent is participating in The Depository 


 







1 100% Warrant coverage


 






    	B-1



    	 



    




 


Trust Company (“DTC”)
Fast Automated Securities Transfer Program (“FAST Program”), upon the request of the Holder, credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the
DTC FAST Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the
Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which
the Holder shall be entitled pursuant to such exercise, which shares of Common Stock shall be freely tradeable pursuant to all applicable
securities laws. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may
be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and upon surrender
of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event
later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder
(or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock
to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar
taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to
the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, except in the case where an
exercise of this Warrant is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the
Holder on or prior to the later of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required
pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on
the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid
notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach of this
Warrant. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates
in the DTC FAST Program. Notwithstanding any other provision in this Agreement, the Holder
may elect, at its sole discretion, to receive unregistered Warrant Shares issued in response to an Exercise Notice instead of Warrant
Shares (i) registered pursuant to the Registration Statement or any other registration statement or (ii) issued pursuant to Section 1(c).


 


(b)         
Exercise Price. For purposes of this Warrant, “Exercise Price” means $4.60
subject to adjustment as provided herein.


 


(c)          Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the
Share Delivery Date, either (I) if the Transfer Agent is not participating in the DTC FAST Program, to issue and deliver to
the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled and register such
Warrant Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC FAST Program, to
credit the balance account of the Holder or the Holder’s designee with DTC for such number of Warrant Shares to which
the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) or (II) if the Registration
Statement (or prospectus contained therein) covering the issuance of the Warrant Shares that are the subject of the Exercise
Notice (the “Unavailable Warrant Shares”) is not available for the issuance of such Unavailable Warrant
Shares and the Company fails to promptly (x) so notify the Holder and (y)  deliver
the Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is
hereinafter referred as a “Notice Failure” and together with the event described in
clause  (I)  above,
a “Delivery Failure”), and if on or after such Share Delivery Date the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any
portion of the number of shares of Common Stock issuable upon such exercise that the Holder is entitled to receive from the
Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall,
within two (2) Business Days after the Holder’s request and in the Holder’s discretion, either (i) as an
indemnity for loss hereunder, pay cash to the Holder in an amount equal to the Holder’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including,


 






    	B-2



    	 



    




 


without limitation, by any other Person
in respect, or on behalf, of the Holder), at which point the Company’s obligation to so issue and deliver such certificate (and
to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with
DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and
to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate
or certificates representing such Warrant Shares or credit the balance account of such Holder or such Holder’s designee, as applicable,
with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may
be) and, as an indemnity for loss hereunder, pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including, without limitation, by any other Person in respect, or on behalf, of the Holder) over the product of (A) such number of Warrant
Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date
of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy- In Payment
Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the
exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is
outstanding, the Company shall cause its transfer agent to participate in the DTC FAST Program. In addition to the foregoing rights, (i)
if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share
Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return,
as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission
of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice
pursuant to this Section 1(c) or otherwise except with respect to any returned portion of an exercise under this subclause (i), and (ii)
if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject
to an Exercise Notice is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder
has submitted an Exercise Notice prior to receiving notice of the non- availability of such registration statement and the Company has
not already delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such
aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice
to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of
this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not
affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section
1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 


(d)      
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section
1(f) below), if prior to the Expiration Date at the time of exercise hereof the Registration Statement is not effective (or the prospectus
contained therein is not available for use) for the issuance of all of the Warrant Shares, then the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):


 


	Net Number	=	[(A-B) x (X)]	 
	 	A	 



 


For purposes of the foregoing formula:


 






    	B-3



    	 



    




 


	A =  	As applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day.
	 	 
	B =	The Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
	 	 
	X =	The number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 





If the Warrant Shares are issued in
a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take
on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect
on the Issuance Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued
pursuant to the Underwriting Agreement. Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be
automatically exercised via cashless exercise pursuant to this Section 1(d).


 


(e)   
     Disputes. In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the
terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 13.


 


(f)          
Limitations on Exercises. The Company shall not effect the exercise of any portion of this
Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this
Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise,
the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares
of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which
would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the
other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
(including, without limitation, any convertible notes or convertible preferred shares or warrants, including other Registered Warrants)
beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section
13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise
of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by
the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding
Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares
of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of
shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced
number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is


 






    	B-4



    	 



    

 


reduced, the “Reduction Shares”)
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction
Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm
orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the
other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess
Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return
to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice)
or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such
increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to
the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other
holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable
pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for
any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant
to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be
defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(i) or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall
apply to a successor holder of this Warrant.


 


		(g)	Reservation of Shares.



 


(i)    
       Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at
all times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number
of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue Common Stock under the Registered Warrants
then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at
no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g)(i) be reduced other than proportionally in connection
with any exercise or redemption of Registered Warrants or such other event covered by Section 2(a) below. The Required Reserve Amount
(including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the
Registered Warrants based on number of shares of Common Stock issuable upon exercise of Registered Warrants held by each holder on the
Issuance Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Registered Warrants,
each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved
and allocated to any Person which ceases to hold any Registered Warrants shall be allocated to the remaining holders of Registered Warrants,
pro rata based on the number of shares of Common Stock issuable upon exercise of the Registered Warrants then held by such holders (without
regard to any limitations on exercise).


 






    	B-5



    	 



    

 


(ii)           Insufficient
Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of
the Registered Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares
of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share
Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Registered
Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of
such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the
number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with
a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized
Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal. In the
event that the Company is prohibited from issuing shares of Common Stock upon an exercise of this Warrant due to the failure
by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock
(such unavailable number of shares of Common Stock, the “Authorization Failure Shares”), in lieu of
delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation of
such portion of this Warrant exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the
product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any
Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with respect to such
Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section 1(f); and
(ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.


 


(h)    
Warrant Agent Agreement. If this Warrant is held in global form through DTC (or any successor
depositary), this Warrant is issued subject to the Warrant Agent Agreement, dated June 15, 2021 with Equiniti Trust Company (the “Warrant
Agent Agreement”). To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement,
the provisions of this Warrant shall govern and be controlling.


 


2.  
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of
Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.


 


(a)          Share Dividends and Splits. Without limiting any provision of Section 4, if the Company, at
any time on or after the Subscription Date, (i) pays a share dividend on one or more classes of its then outstanding Common Stock or otherwise
makes a distribution on any class of capital shares that is payable in Common Stock, (ii) subdivides (by any share split, share dividend,
recapitalization or otherwise) one or more classes of its then outstanding Common Stock into a larger number of shares or (iii) combines
(by combination, reverse share split or otherwise) one or more classes of its then outstanding Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the
record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b)   
      Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant
to this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein).


 


(c)    
    Other Events. In the event that the Company (or any
Subsidiary (as defined in the Underwriting Agreement)) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type
contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without
limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features), then the
Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise
Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such
adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determine pursuant to this Section 2, provided further that if the Holder does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and
the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such
appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses
shall be borne by the Company.


 






    	B-6



    	 



    

 


(d)   
      Calculations. All calculations under this Section 2 shall be made by rounding to the nearest
cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale
of shares of Common Stock.


 


(e)    
     Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant,
subject to the prior consent of the Principal Market if less than $0.80 (as adjusted for share splits, share dividends, share combinations,
recapitalizations or other similar transactions), with the prior written consent of the holders of a majority of the Registered Warrants
then outstanding, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors
of the Company.


 


3. 
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above,
if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of
shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, shares or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off,
reclassification, corporate rearrangement, plan of arrangement or other similar transaction) (a “Distribution”), at
any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common
Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution
(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to
the same extent as if there had been no such limitation).


 


		4.	PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.



 


(a)         Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the
record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) 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 shares of Common Stock are
to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the
extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a
result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such
extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would
not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or
on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 






    	B-7



    	 



    

 


(b)   
   Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction
unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior
to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which
is exercisable for a corresponding number of capital shares equivalent to the Common Stock acquirable and receivable upon exercise of
this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such capital shares (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such capital shares, such adjustments to the number of capital shares
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of
such Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common
shares are quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to
the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items
still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this
Warrant prior to the applicable Fundamental Transaction, such publicly traded common shares (or its equivalent) of the Successor Entity
(including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the
exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting
Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b)
to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights
hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled
to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”),
the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this
Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the
shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a)
above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which
the Holder would have been entitled to receive upon the happening of the applicable Fundamental
Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder.


 


(c)          Black
Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder
delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y)
the consummation of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction
through the date that is thirty (30) days after the public disclosure of the consummation of such Fundamental Transaction by
the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the Successor Entity (as the case may
be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal
to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the Company’s direction) to the
Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of
consummation of such Fundamental Transaction; provided, however, if the Fundamental Transaction is not
within the Company’s control, including not approved by the Company’s board of directors or the consideration is
not in all shares of the Successor Entity, the Holder shall only be entitled to receive from the Company or any Successor
Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the
same proportion), at the Black Scholes Value (as defined below) of the unexercised portion of this Warrant, that is being
offered and paid to the holders of shares of Common Stock of the Company in connection with the Fundamental Transaction,
whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of shares of
Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental
Transaction.


 






    	B-8



    	 



    

 


(d)   
  Application. The provisions of this Section 4 shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable
and without regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit
of the Maximum Percentage, applied however with respect to capital shares registered under the 1934 Act and thereafter receivable upon
exercise of this Warrant (or any such other warrant)).


 


5.  NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation or other
organizational documents or through any reorganization, transfer of assets, consolidation, merger, amalgamation, plan of
arrangement, dissolution, issuance 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 Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the
generality of the foregoing, the Company (a) shall not increase the par value of any Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of
Common Stock upon the exercise of this Warrant, which shares of Common Stock shall be freely tradeable pursuant to all
applicable securities laws. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary
of the Issuance Date, the Holder is not permitted to exercise this Warrant in full for any reason (other than pursuant to
restrictions set forth in Section 1(f) hereof), the Company shall use its best efforts to promptly remedy such failure,
including, without limitation, obtaining such consents or approvals as necessary to permit such exercise into shares of
Common Stock.


 


6. 
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein,
the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder
of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder,
solely in its capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to
the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the
shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.


 


7 . REISSUANCE OF WARRANTS.


 


(a)   
      Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this
Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance
with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred
by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section
7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 






    	B-9



    	 



    

 


(c)         
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof
by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in
the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent
the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
no warrants for fractional shares of Common Stock shall be given.


 


(d)   
      Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the
face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the
Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.   NOTICES.
(a) General. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice
shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or
(b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be
deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so
mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if
delivered by International Federal Express, two (2) Business Days after so mailed and (D) if delivered by electronic mail,
when sent (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) and (E) if delivered by facsimile, upon electronic confirmation of receipt of such
facsimile, and will be delivered and addressed as follows:


 





(i)
       if to the Company, to:

 


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. 

Phone: (212) 930-9700


Email: dmocasio@srf.law


 


(ii)       if to the
Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.


 






    	B-10



    	 



    

 


(b) Required
Notices. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant
(other than the issuance of shares of Common Stock upon exercise in accordance with the terms hereof), including in
reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the
Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of
Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least ten
Trading Days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities
or rights to purchase shares, warrants, securities or other property to holders of Common Stock or (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder, and (iii) at
least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the
Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly
understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may
not be disputed or challenged by the Company.


 


9. 
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant
(other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required
to be performed by it, only if the Company has obtained the written consent of the Holder. No waiver shall be effective unless it is in
writing and signed by an authorized representative of the waiving party.


 


10. 
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined
to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal
obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties
will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the
effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11. 
GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to the Company at its principal executive office and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be
deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


12. 
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company
and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of
reference and shall not form part of, or affect the interpretation of, this Warrant.


 






    	B-11



    	 



    

 


13 . DISPUTE RESOLUTION.


 


		(a)	Submission to Dispute Resolution.



 


(i)           
In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black
Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without
limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit
the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days after the occurrence
of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving
rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such
Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant
Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or
the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option,
select an independent, reputable investment bank to resolve such dispute.


 


(ii)   
    The Holder and the Company shall each
deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this
Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New
York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank
(the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding
clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood
and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives
its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such
investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested
by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other
support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)  
     The Company and the Holder shall cause such investment bank to determine the resolution of such dispute
and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission
Deadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)   
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes
an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect
under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized
to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the
terms of this Warrant shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment
bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank
determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute
such investment bank shall apply such findings, determinations and the like to the terms of this Warrant, (iii) the Holder (and only the
Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal court
sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iv) nothing
in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation,
with respect to any matters described in this Section 13).


 






    	B-12



    	 



    

 


14.  REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be
cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to
any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder 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 holder of this
Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the
necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof).
The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made
without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than the Holder or its agent on its behalf.


 


15. 
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands
of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action
to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization,
receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then
the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.


 


16.  
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the
consent of the Company.


 


		17.	CERTAIN DEFINITIONS. For purposes of this Warrant, the following
terms shall have the following meanings:



 


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


 


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


 


(c)         
“Affiliate” means, with respect to any Person, any other Person that directly
or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition
that “control” of a Person means the power directly or indirectly either to vote 10% or more of the shares having ordinary
voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.


 


(d)         “Attribution
Parties” means, collectively, the following Persons and entities: (i) any
investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the
Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or
principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or
who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose
beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other
Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject
collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 






    	B-13



    	 



    

 


(e)          “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the
Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination,
or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such
security by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security
as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of
determination. If the Bid Price cannot be calculated for a security as of the particular time of determination on any of
the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such
determinations shall be appropriately adjusted for any shares dividend, share split, share combination or other similar
transaction during such period.


 


(f)           “Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the
Holder’s request pursuant to Section 4(c), which value is calculated using the greater of the Black Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg, as a put option or a call option, utilizing (i) an
underlying price per share equal to, at the Holder’s election, either, (1) the highest or lowest (at the Holder’s
election) Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the
announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if
earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 4(c) or (2) the sum of the price
per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash
consideration being offered in the applicable Fundamental Transaction (if any), (ii) (1) if calculating as a call option, a
strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), or (2)
if calculating as a put option, a strike price equal to $4.60 (as adjusted for share splits, share dividends, share
combinations, recapitalizations or other similar events), (iii) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of consummation of the
applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c) if such request
is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow, (v) an
expected volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on
Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest to
occur of (A) the public disclosure of the applicable Fundamental Transaction, (B)  the
consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the
applicable Fundamental Transaction, and (vi) a remaining option time equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Expiration Date.


 


    (g)       “Bloomberg” mens Bloomberg, L.P.


 


(h)         
“Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 


(i)           “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not
designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last trade price of such security on the principal securities exchange or trading market where such security is
listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade
price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 13. All such determination shall be appropriately adjusted for any share dividend,
share split, share combination or other similar transaction during such period.


 






    	B-14



    	 



    

 


(j)   
       “Convertible Securities” means any shares or other security (other than Options)
that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise
entitles the holder thereof to acquire, any Common Stock.


 


(k)          
“Common Stock” means (i) the Company’s common stock, no par value per share,
and (ii) any capital shares into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(l)           
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq
Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the Principal Market.


 


(m)   
     “Expiration Date” means the date that is the fifth (5th) anniversary of the Issuance
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(n)          “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, (i) consolidate, amalgamate, enter into a plan of arrangement, or merge
with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its
“significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)
make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be
subject to or party to one or more Subject Entities making, a purchase, takeover bid, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding
shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or
Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z)
such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in
Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, redesignation,
reclassification, spin-off or plan of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least
50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities
making or party to, or Affiliated with any Subject Entity making or party to, such share purchase agreement or other business
combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of
Common Stock, or (v) reorganize, recapitalize, redesignate, or reclassify its Common Stock, (B) that the Company shall,
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow
any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
transfer, license, conveyance, tender, tender offer, takeover bid, exchange, reduction in outstanding shares of Common Stock,
merger, consolidation, amalgamation, business combination, spin-off, plan of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of Common Stock,(y)   at
least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all
such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and
outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to
effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their
shares of Common Stock without approval of the shareholders of the Company or





(C) 
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related
transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner


otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.


 






    	B-15



    	 



    

 


(o)          
“Group” means a “group” as that term is used in Section 13(d) of the
1934 Act and as defined in Rule 13d-5 thereunder.


 


(p)          
“Options” means any rights, warrants or options to subscribe for or purchase shares
of Common Stock or Convertible Securities.


 


(q)          
“Parent Entity” of a Person means an entity that, directly or indirectly, controls
the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is
more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of
consummation of the Fundamental Transaction.


 


(r)          
“Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(s)      
“Principal Market” means the NYSE American.


 


(t)        “SEC” means the United States Securities
and Exchange Commission or the successor thereto.


 


(u)   
    “Spot Price” means, as applicable: (i) the Closing Sale Price of the Common Stock
on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered
pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof
on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution
of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the
date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed
and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


(v)         
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate
of any such Person, Persons or Group.


 


(w)       
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent
Entity) with which such Fundamental Transaction shall have been entered into.


 


(x)        
“Trading Day” means, as applicable, (x) with respect to all price or trading volume
determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which
the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading
Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any
day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(y)        “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market
(or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange
or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and
ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the
over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in
the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for
such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair
market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such
determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or
other similar transaction during such period.


 


(Signature Page Follows)


 






    	B-16



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


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



 






    	



    	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


	TO:	SPLASH BEVERAGE GROUP, INC.



 


		(1)	The undersigned hereby elects to purchaseWarrant
Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment
of the exercise price in full, together with all applicable transfer taxes, if any.



 


		(2)	Payment shall take the form of (check applicable box):



 





	 	☐	in
    lawful money of the United States; or
	 	 	 
	 	☐	if
        permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth
        in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant
        to the cashless exercise procedure set forth in subsection 2(c).



 


 


		(3)	Please issue said Warrant Shares in the name of the undersigned or in such
other name as is specified below:



 


 


                   ________________________________________________________


 


            ________________________________________________ 


 


The Warrant
Shares shall be
delivered to the following DWAC Account
Number:


 


            ___________________________________________________________ 


 


[SIGNATURE
OF HOLDER]


 





	Name
of Investing Entity:____________________________________________________________________________
	 
	Signature
of Authorized Signatory of Investing Entity:______________________________________________________
	 
	Name of Authorized
Signatory:____________________________________________________________________________________
	 
	Title of Authorized
Signatory:_____________________________________________________________________________________



 






    


     


    

 





NOTICE
OF EXERCISE


 


TO BE EXECUTED BY THE REGISTERED
HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK


 


	Date:,
20
	 
	TO:
SPLASH BEVERAGE GROUP, INC.
	 
	The undersigned
holder hereby exercises the right to purchaseshares of Common Stock (“Warrant Shares”) of Splash Beverage
Group, Inc., a Colorado corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No.(the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Warrant.



 


		1.	Form of Exercise Price. The Holder intends that payment of the Aggregate
Exercise Price shall be made as:



  


______________ a “Cash Exercise”
with respect to ______________ Warrant Shares; and/or


 


______________ a “Cashless Exercise”
with respect to ______________ Warrant Shares.


 


In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents
and warrants that (i) this Exercise Notice was executed by the Holder at ______________ [a.m.][p.m.] on the date set forth below
and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $ ______________.


 


2. 
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with
respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum
of $______________ to the Company in accordance with the terms of the Warrant.


 


3.  Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, ______________ Warrant
Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


 


☐  Check here if requesting delivery as a certificate to the following name and to the following
address:


 





	 	Issue
to:	 
	 	 	 
	 	 
	 	☐  Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
	 	 
	 	DTC
Participant:	 
	 	DTC
Number:	 
	 	Account
Number:	 






 





	 	 
	Name
of Registered Holder	 
	 	 
	By:	 	 	Tax
ID:	 
	Name:	 	 	Email:	 
	Title:	 	 	Telephone:	 
	 	Facsimile:	 



 






    


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Exercise Notice and hereby directs ________________ to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated ___________,
20___, from the Company and acknowledged and agreed to by ____________________.


 





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


  






    


     


    

 


EXHIBIT A


 


Form of
Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


	To:	Equiniti Trust Company, as Warrant Agent for Splash Beverage Group, Inc. (the “Company”)


 


 


The undersigned
Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to
receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	1)	Name of Holder of Warrants in form of Global Warrants:
	 	 
	2)	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 
	3)	Number of Warrants in name of Holder in form of Global Warrants:
	 	 
	4)	Number of Warrants for which Definitive Certificate shall be issued:
	 	 
	5)	Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any:
	 	 
	6)	Definitive Certificate shall be delivered to the following address:


 







 


The undersigned hereby
acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed
to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced
by the Definitive Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:____________________________________________________________________________


 


Signature of
Authorized Signatory of
Investing Entity: _____________________________________________________


 


Name of
Authorized Signatory: _______________________________________________________________________


 


Title
of Authorized Signatory: ____________________________


 


Date: _______________________________________________


 






    A-1


     


    

 





EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant,
execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 





	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	 
	 	(Please Print)


 


Phone
Number:____________________________________


Email Address:____________________________________


Dated: __________________________________________


Holder’s
Signature:_________________________________


Holder’s Address:_________________________________



 


B-1