Exhibit 4.1


 


[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.


 






    	B-2



    	 



    

 


(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 (z)  
 


(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, 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 daythat 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 reduced, the


 






    	B-4



    	 



    

 


“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 determined 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.


 


(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.


 






    	B-13



    	 



    

 


(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” means 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 determinations 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:




 






    	B-17



    	 



    

 


EXHIBIT
A


 


NOTICE OF
EXERCISE


 


TO:
        SPLASH BEVERAGE GROUP, INC.


 


 


(1)   
The undersigned
hereby elects to
purchase________________Warrant 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 purchase________________shares
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 toWarrant
Shares; and/or


 


________________a “Cashless
Exercise” with respect
toWarrant 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:_________________________________