Exhibit
10.47


 


EXECUTION
VERSION


 


GLOBAL
GUARANTY AGREEMENT


 


This
GLOBAL GUARANTY AGREEMENT (the “Guaranty”) is made as of May 3, 2022, by and among KONA GOLD, LLC (“KG”),
a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (“GL”), a Florida limited liability company,
HIGHDRATE, LLC (“HD”), a Florida limited liability company, and S AND S BEVERAGE, INC. (“S&S”),
a Wisconsin corporation (KG, GL, HD, and S&S are collectively referred to as the “Guarantors”), in favor of YAII
PN, LTD. (the “Investor”) with respect to all obligations of KONA GOLD BEVERAGE, INC. f/k/a/ KONA GOLD SOLUTIONS,
INC. (the “Company”), a Delaware corporation, owes to the Investor. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined below), as applicable.


 


RECITALS


 


WHEREAS,
the Company and YAII entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the
date hereof pursuant to which the Company (i) issued and sold to the Investor a senior secured convertible debenture (the “Convertible
Debenture”), which shall be convertible into shares of the Company’s common stock, par value $0.00001 per share (the
“Common Stock”) and (ii) granted to the Investor a warrant (the “Warrant”) to purchase upon exercise
shares of Common Stock;


 


WHEREAS,
it is a condition of the Securities Purchase Agreement and the Investor’s obligation to purchase the Convertible Debenture from
the Company that KG, GL, and HD jointly and severally guaranty the payment and performance of all of the Company’s obligations
under the Securities Purchase Agreement, the Convertible Debenture, the Security Agreement by and between the Company, KG, GL, HD, and
the Investor dated the date hereof (the “Security Agreement”), and all other “Transaction Documents” as
that term is cumulatively defined in the Securities Purchase Agreement.


 


WHEREAS,
the Investor is only willing to enter into the Securities Purchase Agreement if each of KG, GL, HD, and S&S jointly and severally
agreed to execute and deliver to the Investor this Guaranty; and


 


WHEREAS,
each Guarantor is a wholly-owned subsidiary of the Company and will benefit, directly or indirectly, from the Company entering into the
Securities Purchase Agreement and other Transaction Documents (as that term is defined in the Securities Purchase Agreement) and such
investment the Investor will make into the Company;


 






    	 



     


    

 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor covenants
and agrees as follows:


 


1. Guaranty of Payment and Performance. Each Guarantor, jointly and severally, hereby
guarantees to the Investor the full, prompt and unconditional payment when due (whether at maturity, by acceleration or otherwise), and
the performance, of all liabilities, agreements and other obligations of the Company to the Investor, whether direct or indirect, absolute
or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount,
letter of credit, lease, loan, or otherwise), together with all interest and costs of collection, compromise or enforcement, including
without limitation reasonable attorneys’ fees, incurred with respect to any such obligations or this Guaranty, or with respect
to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment
for the benefit of the Investor concerning Company or any Guarantor, together with interest on all such costs of collection, compromise
or enforcement from the date arising (including, without limitation, all amounts due and owing under the Convertible Debenture) (all
the foregoing, collectively, the “Obligations”). This Guaranty is an absolute, unconditional, and continuing guaranty
of the full and punctual payment and performance of the Obligations and not of their collectability only and is in no way conditioned
upon any requirement that the Investor first attempt to collect any of the Obligations from the Company or resort to any security or
other means of obtaining their payment. Should the Company default in the payment or performance of any of the Obligations, the obligations
of any Guarantor hereunder shall become immediately due and payable to the Investor, without demand or notice of any nature, all of which
are expressly waived by each Guarantor.


 


2. Unlimited
Guaranty. The liability of each Guarantor hereunder shall be unlimited.


 


3. Waivers
by each Guarantor; the Investor’s Freedom to Act. Each Guarantor hereby agrees that the Obligations will be paid and performed
strictly in accordance with their terms regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Investor with respect thereto. Each Guarantor waives presentment, demand, protest, notice of acceptance,
notice of Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay,
moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Company, and all
suretyship defenses generally. Without limiting the generality of the foregoing, each Guarantor agrees to the provisions of any instrument
evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of each Guarantor hereunder
shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Investor to assert any claim
or demand or to enforce any right or remedy against the Company; (ii) any extensions or renewals of, or alteration of the terms of, any
Obligation or any portion thereof; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any
agreement evidencing, securing or otherwise executed in connection with any Obligation; (iv) the substitution or release of any entity
primarily or secondarily liable for any Obligation; (v) the adequacy of any rights that the Investor may have against any collateral
or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without
limitation the failure to perfect or preserve any rights the Investor might have in such collateral or the substitution, exchange, surrender,
release, loss or destruction of any such collateral; (vii) failure to obtain or maintain a right of contribution for the benefit of each
Guarantor; (viii) errors or omissions in connection with the Investor’s administration of the Obligations (except behavior constituting
bad faith); or (ix) any other act or omission that might in any manner or to any extent vary the risk of any Guarantor or otherwise operate
as a release or discharge of any Guarantor, all of which may be done without notice to any Guarantor.


 




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4. Unenforceability
of Obligations Against Company. If for any reason the Company is under no legal obligation to discharge any of the Obligations,
or if any of the Obligations have become irrecoverable from the Company by operation of law or for any other reason, this Guaranty shall
nevertheless be binding on each Guarantor to the same extent as if each Guarantor at all times had been the principal obligor on all
such Obligations. In the event that acceleration of the time for payment of the Obligations is stayed upon the insolvency, bankruptcy,
or reorganization of the Company, or for any other reason, all such amounts otherwise subject to acceleration under the terms of any
agreement evidencing, securing, or otherwise executed in connection with any Obligation shall be immediately due and payable by each
Guarantor.


 


5. Subrogation;
Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor,
no Guarantor shall exercise any rights against the Company arising as a result of payment by each Guarantor hereunder, by way of subrogation
or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency
proceedings of any nature; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability
of each Guarantor to the Company; and each Guarantor waives any benefit of and any right to participate in any collateral that may be
held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by each Guarantor
is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default
in the payment or performance of the Obligations, each Guarantor will not demand, sue for, or otherwise attempt to collect any such indebtedness
of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor
shall collect, enforce, or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced, and received
by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any
manner the liability of any Guarantor under the other provisions of this Guaranty.


 




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6.
Termination; Reinstatement. This Guaranty is irrevocable and shall continue without limit of time. This Guaranty shall
be reinstated if at any time any payment made or value received with respect to an Obligation is rescinded or must otherwise be returned
by the Investor upon the insolvency, bankruptcy, or reorganization of the Company, or otherwise, all as though such payment had not been
made or value received.


 


7.
Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and shall inure
to the benefit of and be enforceable by the Investor and the Investor’s shareholders, officers, directors, agents, successors,
and assigns.


 


8.
Amendments and Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by each Guarantor
therefrom shall be effective unless the same shall be in writing and signed by the Investor. No failure on the part of the Investor to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.


 


9. Notices.
All notices and other communications called for hereunder shall be made in writing and, unless otherwise specifically provided herein,
shall be deemed to have been duly made or given in accordance with the notice provisions set forth in the Securities Purchase Agreement.


 


10.
Governing Law; Consent to Jurisdiction. TO INDUCE THE INVESTOR TO PURCHASE THE CONVERTIBLE DEBENTURE, THE GUARANTORS IRREVOCABLY
AGREE THAT ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER
WHICH IS THE SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH
OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN
THE BOROUGH OF MANHATTAN, NEW YORK AND THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN,
NEW YORK; PROVIDED, HOWEVER, INVESTOR MAY, AT ITS SOLE OPTION, ELECT TO BRING ANY ACTION IN ANY OTHER JURISDICTION.
THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH NEW
JERSEY LAW. EACH GUARANTOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN
SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO EACH GUARANTOR AS SET
FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 




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IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as a sealed instrument as of the date appearing
on page one.


 


	 	KONA
    GOLD, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GOLD
    LEAF DISTRIBUTION LLC, a Florida limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	HIGHDRATE,
    LLC, a Florida limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	S
    AND S BEVERAGE, INC., a Wisconsin corporation
	 	 	                 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address
    of each Grantor:
	 	746
    North Drive, Suite A
	 	Melbourne,
    Florida 32934


 




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