Exhibit
4.9


 


EXECUTION
VERSION


 


WARRANT


 


THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL IN GENERALLY ACCEPTABLE FORM THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


KONA
GOLD BEVERAGE, INC.


 


Warrant
To Purchase Common Stock


 


	Warrant
    No.: KGKG 5-1	Number
    of Shares:	8,333,333
	 	Warrant
    Exercise Price:	$0.03
	 	Expiration
    Date:	May
    3, 2025


 


Date
of Issuance: May 3, 2022


 


Kona
Gold Beverage, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, YAII, PN, Ltd. (the “Holder”), the registered
holder hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender
of this Warrant, at any time or times on or after the date hereof, but not after 5:00 P.M. Eastern Time on the Expiration Date (as defined
herein) up to 8,333,333 fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant
Shares”) at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however,
that in no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant
Shares that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the
Holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within 60 days
of the Expiration Date (however, such restriction may be waived by Holder (but only as to itself and not to any other holder) upon not
less than 65 days’ prior written notice to the Company). For purposes of the foregoing proviso, the aggregate number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such proviso is being made, but shall exclude shares of Common Stock
that would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and its affiliates and
(ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the
Holder and its affiliates (including, without limitation, any convertible notes or preferred stock) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock a holder may rely on the number of outstanding shares
of Common Stock as reflected in (1) the Company’s then-most recent Form 10-Q or Form 10-K, as the case may be, (2) a more recent
public announcement by the Company, or (3) any other notice by the Company or its transfer agent setting forth the number of shares of
Common Stock then outstanding. Upon the written request of any holder, the Company shall promptly, but in no event later than one Business
Day following the receipt of such notice, confirm in writing to any such 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 exercise of this Warrant
(as defined below) by such holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported.


 




    	 



     


    

 


Section
1.


 


(a)
This Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) dated the date
hereof between the Company and the Holder or issued in exchange or substitution thereafter or replacement thereof. Each capitalized term
used, and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.


 


(b) Definitions.
The following words and terms as used in this Warrant shall have the following meanings:


 


(i)
August Securities Purchase Agreement” means that certain Securities Purchase Agreement between the Company and the Holder,
dated August 20, 2021.


 


(ii) “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.


 


(iii) “Closing
Bid Price” means the closing bid price (or closing trade if there is no closing bid price) of Common Stock as quoted on the
Principal Market (as reported by Bloomberg, LP (“Bloomberg”) through its “Volume at Price” function).


 


(iv) “Common
Stock” means (i) the Company’s common stock, par value $0.00001 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(v) “Event
of Default” means an event of default under the Securities Purchase Agreement or the Convertible Debenture issued in connection
therewith.


 




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(vi) “Expiration
Date” means the date set forth on the first page of this Warrant.


 


(vii) “February
Securities Purchase Agreement” means that Certain Securities Purchase Agreement between the Company and the Holder, dated February
11, 2021.


 


(viii) “Issuance
Date” means the date hereof.


 


(ix) “May
Securities Purchase Agreement” means that Certain Securities Purchase Agreement between the Company and the Holder, dated May
14, 2020.


 


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


 


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


 


(xii) “Primary
Market” means the OTC Market Group Inc.’s OTCQB® Venture Market.


 


(xiii) “Securities
Act” means the Securities Act of 1933, as amended.


 


(xiv) “Warrant”
means this Warrant and all Warrants issued in exchange, transfer, or replacement thereof.


 


(xv) “Warrant
Exercise Price” shall be $0.03 per share or as subsequently adjusted as provided in Section 8 hereof.


 


(c) Other
Definitional Provisions.


 


(i) Except
as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors and
(B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have been or
may be amended or supplemented from time to time.


 


(ii) When
used in this Warrant, the words “herein”, “hereof”, and “hereunder” and
words of similar import shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”,
“Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant,
unless otherwise specified.


 


(iii) Whenever
the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice
versa.


 




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Section
2. Exercise of Warrant.


 


(a) Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company, pro
rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day, commencing with
the first day after the date hereof, and prior to 5:00 P.M. Eastern Time on the Expiration Date (i) by delivery of a written notice,
in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s
election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment to the Company of
an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant
Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer
taxes) (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds and the surrender
of this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) to a common
carrier for overnight delivery to the Company or (ii) if at the time of exercise, the Warrant Shares are not subject to an effective
registration statement or, if an Event of Default has occurred and is continuing, by delivering an Exercise Notice and in lieu of making
payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (the “Cashless Exercise”):


 


Net
Number = (A x B) – (A x C)


B


 


For
purposes of the foregoing formula:


 


A
= the total number of Warrant Shares with respect to which this Warrant is then being exercised.


 


B
= the Closing Bid Price of the Common Stock on the date of exercise of the Warrant.


 


C
= the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


In
the event of any exercise of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before
the 3rd Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or
an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations
of the holder specified in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and
if the Warrant Shares are subject to an effective and current Registration Statement and the Common Stock is DTC eligible, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled to the holder’s or its designee’s balance
account with The Depository Trust Company; provided, however, if the holder who submitted the Exercise Notice requested
physical delivery of any or all of the Warrant Shares, or, if the Warrant Shares are not subject to an effective and current Registration
Statement and the Common Stock is not DTC eligible, then the Company shall, on or before the 3rd Business Day following receipt
of the Exercise Delivery Documents, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise
Notice, a certificate, registered in the name of the holder, for the number of shares of Common Stock to which the holder shall be entitled
pursuant to such request. The Warrant Shares shall be issued with a legend unless they are subject to an effective and current Registration
Statement or they are being transferred pursuant to an exemption from such registration requirements, the availability of which is confirmed
in an opinion of counsel acceptable to the Company’s transfer agent. Upon delivery of the Exercise Notice and Aggregate Exercise
Price referred to in clause (i) or (ii), above, the holder of this Warrant 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. In the case of a dispute as to the
determination of the Warrant Exercise Price, the Closing Bid Price, or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or
arithmetic calculations to the holder via facsimile within 1 Business Day of receipt of the holder’s Exercise Notice.


 




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(b) If
the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the
Warrant Shares within one day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company
shall immediately submit via e-mail (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price to an independent,
reputable investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant.
The Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the holder of the results no later than 72 hours from the time it receives the disputed determinations or
calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error.


 


(c) Unless
the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than five Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects
to this Warrant exercised, except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.


 


(d) No
fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued
upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.


 


(e) If
the Company or its Transfer Agent shall fail for any reason or for no reason to issue to the holder within five days of receipt of the
Exercise Delivery Documents, a certificate for the number of Warrant Shares to which the holder is entitled or to credit the holder’s
balance account with The Depository Trust Company for such number of Warrant Shares to which the holder is entitled upon the holder’s
exercise of this Warrant, unless such failure results from a failure of the Company’s Transfer Agent to issue such shares as a
result of an act of terrorism, war, natural disaster, act of God, or other force majeure event, the Company shall, in addition to any
other remedies under this Warrant or otherwise available to such holder, pay as additional damages in cash to such holder on each day
the issuance of such certificate for Warrant Shares is not timely effected an amount equal to 0.025% of the product of (A) the sum of
the number of Warrant Shares not issued to the holder on a timely basis and to which the holder is entitled and (B) the Closing Bid Price
of the Common Stock for the trading day immediately preceding the last possible date which the Company could have issued such Common
Stock to the holder without violating this Section 2.


 




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(f) If
within five days after the Company’s receipt of the Exercise Delivery Documents and the written request of the Holder that a new
Warrant be issued, the Company fails to deliver a new Warrant to the holder for the number of Warrant Shares to which such holder is
entitled pursuant to Section 2 hereof, then, in addition to any other available remedies under this Warrant, or otherwise available to
such holder, the holder shall be entitled to exercise or transfer its rights under such new Warrant as if it had received such new Warrant
and the Company shall be obligated to honor such exercises or transfers as if the holder had submitted the new Warrant without violating
this Section 2.


 


Section
3. Covenants as to Common Stock. The Company hereby covenants and agrees as follows:


 


(a) This
Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will, upon issuance be, duly authorized and validly
issued.


 


(b) All
Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


(c) During
the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
at least 100% of the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant
and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If at any time the
Company does not have a sufficient number of shares of Common Stock authorized and available, then the Company shall call and hold a
special meeting of its stockholders within 60 days of that time, one of the purposes of which is to increase the number of authorized
shares of Common Stock.


 


(d) If
at any time after the date hereof the Company shall file a Registration Statement, the Company shall include the Warrant Shares issuable
to the holder, pursuant to the terms of this Warrant and shall maintain, so long as any other shares of Common Stock shall be so listed,
such listing of all Warrant Shares from time to time issuable upon the exercise of this Warrant on the Primary Market or such national
securities exchange or automated quotation system on which the Common Stock of the Company is then listed or quoted; and the Company
shall so list on the Primary Market or such national securities exchange or automated quotation system on which the Common Stock of the
Company is then listed, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable
upon the exercise of this Warrant Shares if and so long as any shares of the same class shall be listed on the Primary Market or such
national securities exchange or automated quotation system on which the Common Stock of the Company is then listed.


 




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(e) The
Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order
to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose
of this Warrant. The Company will not increase the par value of the Common Stock above the Warrant Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


(f) This
Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition of all or substantially all
of the Company’s assets.


 


Section
4. Taxes. The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to
the issuance and delivery of Warrant Shares upon exercise of this Warrant.


 


Section
5. Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue
of stock, reclassification of stock, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of this Warrant of the Warrant Shares to which the holder
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 such holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding
this Section 5, the Company will provide the holder of this Warrant with copies of the same notices and other information given to
the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


Section
6. Representations of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this
Warrant and the Warrant Shares for its own account for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under
the Securities Act; provided, however, that, by making the representations herein, the holder does not agree to hold
this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant
and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities
Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited
investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act (an “Accredited Investor”). Upon exercise of this Warrant, the holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder’s own account and not as a nominee for any other party, for investment, and not with a view
toward distribution or resale and that such holder is an Accredited Investor. If such holder cannot make such representations
because they would be factually incorrect, it shall be a condition to such holder’s exercise of this Warrant that the Company
receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its
securities upon exercise of this Warrant shall not violate any United States or state securities laws.


 




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Section
7. Ownership and Transfer.


 


(a) The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any
Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of this Warrant.


 


Section
8. Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Exercise Price and the number of shares of Common
Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows:


 


(a) Adjustment
of Warrant Exercise Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells,
or is deemed to have issued or sold, any shares of Common Stock, excluding shares of Common Stock underlying (i) the Convertible Debentures
sold pursuant to the Securities Purchase Agreement, (ii) the warrant sold pursuant to the August Securities Purchase Agreement, (iii)
the warrant sold pursuant to the May Securities Purchase Agreement, or (iv) the warrant sold pursuant to the February Securities Purchase
Agreement, for a consideration per share (the “New Issuance Price”) less than the Warrant Exercise Price in effect
immediately prior to such issuance or sale (the “Applicable Price” ), then immediately after such issue or sale the
Warrant Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.


 


(b) Effect
on Warrant Exercise Price of Certain Events. For purposes of determining the adjusted Warrant Exercise Price under Section 8(a),
above, the following shall be applicable:


 


(i) Issuance
of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for which one share
of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any convertible securities issuable
upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes
of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or
upon conversion or exchange of such Convertible Securities shall be equal to the sum of the lowest amounts of consideration (if any)
received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option or upon conversion or exchange of any convertible security issuable upon exercise of such Option. No further adjustment
of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock or of such convertible securities upon the
exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible securities.


 




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(ii) Issuance
of Convertible Securities. If the Company in any manner issues or sells any convertible securities and the lowest price per share
for which one share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or
sale of such convertible securities for such price per share. For the purposes of this Section 8(b)(ii), the lowest price per share for
which one share of Common Stock is issuable upon such conversion or exchange shall be equal to the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the convertible
security and upon conversion or exchange of such convertible security. No further adjustment of the Warrant Exercise Price shall be made
upon the actual issuance of such Common Stock upon conversion or exchange of such convertible securities, and if any such issue or sale
of such convertible securities is made upon exercise of any Options for which adjustment of the Warrant Exercise Price had been or are
to be made pursuant to other provisions of this Section 8(b), no further adjustment of the Warrant Exercise Price shall be made by reason
of such issue or sale.


 


(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any convertible securities, or the rate at which any convertible securities are convertible
into or exchangeable for Common Stock changes at any time, the Warrant Exercise Price in effect at the time of such change shall be adjusted
to the Warrant Exercise Price which would have been in effect at such time had such Options or convertible securities provided for such
changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued
or sold and the number of Warrant Shares issuable upon exercise of this Warrant shall be correspondingly readjusted. For purposes of
this Section 8(b)(iii), if the terms of any Option or convertible security that was outstanding as of the Issuance Date of this Warrant
are changed in the manner described in the immediately preceding sentence, then such Option or convertible security and the Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment
pursuant to this Section 8(b) shall be made if such adjustment would result in an increase of the Warrant Exercise Price then in effect.


 


(iv) Calculation
of Consideration Received. If any Common Stock, Options, or convertible securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor will be deemed to be the gross amount received by the Company therefor, less placement
agent fees, brokerage commissions, finder’s fees, or the like. If any Common Stock, Options, or convertible securities are issued
or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such
consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received
by the Company will be the Closing Bid Price of such securities on the date of receipt thereof. If any Common Stock, Options, or convertible
securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such Common Stock, Options, or convertible securities, as the case may be. The fair value of any consideration
other than cash or securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement
within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value
of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation
Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall
be deemed binding upon the Company and the Holder absent manifest error and the fees and expenses of such appraiser shall be borne jointly
by the Company and the Holders of this Warrant.


 




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(v) Integrated
Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising
one integrated transaction in which any specific consideration or no consideration is allocated to such Option by the parties thereto,
(1) the per-share value of the shares of Common Stock included in such integrated transaction shall be the sole determinate as to whether
the Warrant Exercise Price is to be adjusted in accordance with the provisions of Section 8(a), above, (2) if no shares of Common Stock
are included in such integrated transaction, but shares of the Company’s preferred stock are included in such integrated transaction,
then the per-share conversion price of shares of that preferred stock shall be the sole determinate as to whether the Warrant Exercise
Price is to be adjusted in accordance with the provisions of Section 8(a), above, and (3) if no shares of Common Stock and no shares
of the Company’s preferred stock are included in such integrated transaction, but debt convertible into shares of Common Stock
(whether directly or through an intermediate step, e.g., an initial conversion of that debt into shares of the Company’s
preferred stock that, thereafter, could be converted into shares of Common Stock), then the per-share conversion price of shares of such
debt shall be the sole determinate as to whether the Warrant Exercise Price is to be adjusted in accordance with the provisions of Section
8(a), above; provided, however, that, if the exercise price of the Option is less than the Warrant Exercise Price (after
having taken into account any adjustments thereto in accordance with the provisions of (1), (2), or (3), immediately above), then the
Option exercise price shall be utilized in connection with the Warrant Exercise Price adjustment provisions of Section 8(a), above.


 


(vi) Treasury
Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account
of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.


 


(vii) Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (1) to receive a dividend or
other distribution payable in Common Stock, Options, or in convertible securities or (2) to subscribe for or purchase Common Stock, Options,
or convertible securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed
to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.


 




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(c) Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance
of this Warrant subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split, or otherwise)
one or more series of its then-outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise Price in effect
immediately prior to such combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this
Warrant will be proportionately decreased. Any adjustment under this Section 8(c) shall become effective at the close of business on
the date the subdivision or combination becomes effective.


 


(d) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock
or other securities, property, or options by way of a dividend, spin off, reclassification, corporate rearrangement, or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i) any
Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to
a price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the numerator shall be the Closing Sale Price
of the Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (B) the denominator shall be the Closing
Sale Price of the Common Stock on the trading day immediately preceding such record date; and


 


(ii) either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
clause (i) or (B) in the event that the Distribution is of common stock of a company whose common stock is traded on a national securities
exchange or a national automated quotation system, then the holder of this Warrant shall receive an additional warrant to purchase Common
Stock, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the amount
of the assets that would have been payable to the holder of this Warrant pursuant to the Distribution had the holder exercised this Warrant
immediately prior to such record date and with an exercise price equal to the amount by which the exercise price of this Warrant was
decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i).


 




    	11



     


    

 


(e) Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights, or other rights with equity features),
then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares
of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided,
that, except as set forth in section 8(c), no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price
or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.


 


(f) Voluntary
Adjustments By Company. The Company may at any time during the term of this Warrant 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.


 


(g) Notices.


 


(i) Immediately
upon any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant, setting
forth in reasonable detail, and certifying, the calculation of such adjustment.


 


(ii) The
Company will give written notice to the holder of this Warrant at least ten (10) 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 pro rata subscription
offer to holders of Common Stock, or (C) for determining rights to vote with respect to any Organic Change (as defined below), dissolution,
or liquidation; provided, that, such information shall be made known to the public prior to or in conjunction with such notice
being provided to such holder.


 


(iii) The
Company will also give written notice to the holder of this Warrant at least ten (10) days prior to the date on which any Organic Change,
dissolution, or liquidation will take place; provided, that, such information shall be made known to the public prior to or in
conjunction with such notice being provided to such holder.


 


Section
9. Purchase Rights; Recapitalization, Reorganization, Reclassification, Consolidation, Merger, or Sale.


 


(a) In
addition to any adjustments pursuant to Section 8, above, if at any time the Company grants, issues, or sells any Options, convertible
securities, or rights to purchase shares of capital stock, warrants, securities, or other property pro rata to the record holders of
Common Stock (the “Purchase Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights that such holder could have acquired if such holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant 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 Common
Stock are to be determined for the grant, issue, or sale of such Purchase Rights.


 




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(b) Any
recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets
to another Person, or other transaction in each case that is effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) shares of capital stock, securities, or assets with respect to or in exchange for Common
Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially
all of the Company’s assets to an acquiring Person or (ii) other Organic Change, following which event the Company is not a surviving
entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case,
the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver
to each holder of this Warrant in exchange for this Warrant, a security of the Acquiring Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant and satisfactory to the holders of the Warrants (including an adjusted warrant exercise
price equal to the value for the Common Stock reflected by the terms of such consolidation, merger, or sale, and exercisable for a corresponding
number of shares of Common Stock acquirable and receivable upon exercise of the Warrants without regard to any limitations on exercise,
if the value so reflected is less than any Applicable Warrant Exercise Price immediately prior to such consolidation, merger, or sale).
Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance satisfactory
to the holders of Warrants representing a majority of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to
ensure that each of the holders of the Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as
the case may be) the Warrant Shares immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants
(without regard to any limitations on exercise), such shares of capital stock, securities, or assets that would have been issued or payable
in such Organic Change with respect to or in exchange for the number of Warrant Shares that would have been issuable and receivable upon
the exercise of such holder’s Warrant as of the date of such Organic Change (without taking into account any limitations or restrictions
on the exercisability of this Warrant).


 


Section
10. Lost, Stolen, Mutilated, or Destroyed Warrant. If this Warrant is lost, stolen, mutilated, or destroyed, the Company
shall promptly, on receipt of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated, or destroyed.


 


Section
11. Notice. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Securities Purchase
Agreement or to such other address and/or e-mail address and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (i) given by the recipient of such notice, consent, waiver, or other communication, (ii) electronically generated by the
sender’s e-mail service provider containing the time, date, and recipient email, or (iii) provided by a courier or overnight
courier service shall be rebuttable evidence of personal service, receipt by facsimile, or receipt from a nationally recognized
overnight delivery service in accordance with this section.


 




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Section
12. Date. The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no
effect after 5:00 P.M. Eastern Time on the Expiration Date, except that, notwithstanding any other provisions hereof, the provisions
of Section 3(d) shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the
exercise of this Warrant prior to such time on the Expiration Date.


 


Section
13. Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant 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 holders of Warrants representing at least 2/3rds of the Warrant Shares then-issuable upon
exercise of the Warrants then outstanding; provided, that, except for Section 8(c), no such action may increase the Warrant
Exercise Price or decrease the number of shares or class of capital stock obtainable upon exercise of this Warrant without the
written consent of the holder thereof.


 


Section
14. Assignment. This Warrant may be assigned by the Holder only if such assignment is made in compliance with all applicable
laws, including federal and state securities laws. In connection with any permitted assignment and prior to the effective date
thereof, the prospective assignee shall make such representations and warranties to the Company, consistent with Section 6 hereof,
as the Company may reasonably request.


 


Section
15. Descriptive Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. The corporate laws of the State of New York shall govern
all issues concerning the relative rights of the Company and the Holder. All other questions concerning the construction, validity,
enforcement, and interpretation of this Agreement 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. Each party hereby irrevocably submits
to the exclusive jurisdiction 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, for the adjudication of
any dispute hereunder or in connection herewith or therewith, 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. Each party 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 (by certified mail, return receipt requested,
postage prepaid) to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.


 


Section
16. Remedies; 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, in any other agreement between the Company and the Holder, 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 damages for any failure by the Company to comply with the terms of this Warrant. 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 an injunction restraining any breach,
without the necessity of showing economic loss and without any bond or other security being required.


 


Section
17. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE TRANSACTION
DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


 


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the date first set forth above.


 


	 	KONA
    GOLD BEVERAGE, INC. 
	 	 	 
	 	By:	
	 	Name:	Robert
    Clark
	 	Title:	CEO





 






    	15



     


    

 


EXHIBIT
A TO WARRANT


 


EXERCISE
NOTICE


 


TO
BE EXECUTED

BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


KONA
GOLD BEVERAGE, INC.


 


The
undersigned holder hereby exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”)
of KONA GOLD BEVERAGE, INC. (the “Company”), evidenced by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


Specify
Method of exercise by check mark:


 


1.
___ Cash Exercise


 


(a)
Payment of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance
with the terms of the Warrant.


 


(b)
Delivery of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms
of the Warrant.


 


2.
___ Cashless Exercise


 


(a)
Payment of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, if permitted by the terms of the
Warrant, the holder elects to receive upon such exercise the Net Number of shares of Common Stock determined in accordance with the terms
of the Warrant.


 


(b)
Delivery of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms
of the Warrant.


 


Date:
_______________ __, ______


 


Name
of Registered Holder


 


	By:		 
	Name: 		 
	Title:		 


 


Address:


Taxpayer
ID No.:


 




    	 



     


    

 


EXHIBIT
B TO WARRANT


 


FORM
OF WARRANT POWER


 


FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant
to purchase ____________ shares of the capital stock of KONA GOLD BEVERAGE, INC., represented by warrant certificate no. _____, standing
in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________,
attorney-in-fact to transfer the warrant of said corporation, with full power of substitution in the premises.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 		 	By:	
	 	 	 	Name: 	
	 	 	 	Title:	


 












    	B-1