Exhibit
10.45


 


EXECUTION
VERSION


 


SECURITY
AGREEMENT


 


THIS
SECURITY AGREEMENT (the “Agreement”) is entered into as of May 3, 2022, by and among KONA GOLD BEVERAGE, INC.
(formerly known as Kona Gold Solutions, Inc.) (the “Company”), a Delaware corporation, KONA GOLD, LLC (“KG”),
a Delaware limited liability company, GOLD LEAF DISTRIBUTION LLC (“GL”), a Florida limited liability company,
HIGHDRATE, LLC (“HD”), Florida limited liability company, S AND S BEVERAGE, INC. (“S&S”),
a Wisconsin corporation (KG, GL, HD and S&S are collectively referred to as the “Guarantors,” and together with
the Company, the “Grantors”) in favor of YA II PN, LTD. (the “Secured Party”), a Cayman
Island exempted company.


 


WHEREAS,
in connection with the Securities Purchase Agreement by and between the Company and the Secured Party dated the date hereof (the
“Securities Purchase Agreement”), the Company agreed, upon the terms and subject to the conditions of the Securities
Purchase Agreement, and (i) issued to the Secured Party an aggregate original principal amount of $500,000 of senior secured convertible
debenture (the “Convertible Debenture”), which shall be convertible into shares of the Company’s common stock,
par value $0.00001 (the “Common Stock”); and (ii) granted to the Secured Party a warrant (the “Warrant”)
to be exercisable to acquire additional shares of Common Stock initially in that number of shares of Common Stock set forth in the Warrant;


 


WHEREAS,
each of KG, GL, HD and S&S executed and delivered a Global Guaranty dated the date hereof (the “Guaranty”) in
favor of the Secured Party, with respect to the Company’s obligations under the Securities Purchase Agreement, Convertible Debenture,
and the Transaction Documents as defined in the Securities Purchase Agreement;


 


WHEREAS,
each of KG, GL, HD and S&S received a direct benefit from the Secured Party entering into the Securities Purchase Agreement, the
Convertible Debenture, and the Transaction Documents;


 


WHEREAS,
it is a condition precedent to the Secured Party purchasing the Convertible Debenture and being granted the Warrant pursuant to the
Securities Purchase Agreement that each of the Grantors shall have executed and delivered to the Secured Party this Security Agreement
providing for the grant to the Secured Party of a security interest in all tangible and intangible personal property of each of the Grantors
to secure all of the Company’s obligations under the “Transaction Documents” (as defined in the Securities Purchase
Agreement);


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:


 




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ARTICLE
1.


 


DEFINITIONS
AND INTERPRETATIONS


 


1.1 Recitals.


 


The
above recitals are true and correct and are incorporated herein, in their entirety, by this reference.


 


1.2 Interpretations.


 


Nothing
herein expressed or implied is intended or shall be construed to confer upon any person other than the Secured Party any right, remedy
or claim under or by reason hereof.


 


1.3 Definitions.


 


(a) To
the extent used in this Agreement and not defined herein, terms defined in the UCC shall have the meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined) ascribed to such terms in the UCC. To the extent the definition
of any category or type of Collateral is expanded by any amendment, modification, or revision to the UCC, such expanded definition will
apply automatically as of the date of such amendment, modification, or revision.


 


(b) As
used in this Agreement, the following terms shall have the meanings indicated below (such meanings to be equally applicable to both the
singular and plural forms of such terms):


 


“Collateral”
has the meaning set forth in Section 2.1.


 


“Event
of Default” shall mean (i) any Grantor defaulting in any of its obligations under this Agreement; or (ii) the occurrence
of a default or event of default under the Securities Purchase Agreement, the Convertible Debenture, the Global Guaranty Agreement or
any other Transaction Documents.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America.


 


“Indemnified
Person” shall have the meaning given in Section 8.8.


 


“Intellectual
Property” shall mean all present and future trade secrets, know-how and other proprietary information; trademarks, trademark
applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations,
adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, along with all goodwill
associated with each of the foregoing, and all registrations or applications for registrations which have heretofore been or may hereafter
be issued thereon throughout the world; copyrights and copyright applications; (including copyrights for computer programs) and all tangible
and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent applications;
industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom;
books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes,
executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; all other
intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Schedule 4 attached
hereto sets forth all Intellectual Property of any Grantor (as such Schedule may be amended, modified, or supplemented from time to time).


 




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“Lien”
has the meaning set forth in Section 4.2.


 


“Material
Adverse Effect” shall mean any material and adverse effect as determined by the Secured Party in its reasonable discretion
upon (a) any Grantor’s assets, business, operations, properties, or condition, financial or otherwise; (b) any Grantor’s
ability to make payment as and when due of all or any part of the Obligations; or (c) the Collateral.


 


“Obligations”
shall mean and include any and all debts, liabilities, obligations, covenants and duties owing by any Grantor to the Secured Party, now
existing or hereafter arising of every nature, type, and description, whether liquidated, unliquidated, primary, secondary, secured,
unsecured, direct, indirect, absolute, or contingent, and whether or not evidenced by a note, guaranty or other instrument, and any amendments,
extensions, renewals or increases thereof, including, without limitation, all those under (i) the Securities Purchase Agreement; (ii)
the Convertible Debenture; (iii) the Global Guaranty Agreement; (iv) any agreement or document related to the Securities Purchase Agreement,
the Convertible Debenture, the Global Guaranty Agreement, or any other Transaction Document; or (v) any other or related documents, and
including any interest accruing thereon after insolvency, reorganization or like proceeding relating to any Grantor, whether or not a
claim for post-petition interest is allowed in such proceeding, and all costs and expenses of the Secured Party incurred in the enforcement,
collection or otherwise in connection with any of the foregoing, including, but not limited to, reasonable attorneys’ fees and
expenses and all obligations of any Grantor to the Secured Party to perform acts or refrain from taking any action.


 


“Real
Estate” means all leases and all land, together with the buildings, structures, parking areas, and other improvements thereon,
now or hereafter owned by any Grantor, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies,
and occupancies thereof.


 


“UCC”
or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State
of Washington; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than
in another Article thereof, the term shall have the meaning set forth in Article 9 of the UCC; provided, however, further,
that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest
in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than State of Washington, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy,
as the case may be.


 




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ARTICLE
2.


 


SECURITY
INTEREST


 


2.1 Grant
of Security Interest.


 


(a) As
security for the payment or performance in full of the Obligations, each Grantor hereby pledges to the Secured Party, its successors
and assigns, and hereby grants to the Secured Party, its successors and assigns, a security interest in and to all assets and personal
property of each Grantor, wherever located and whether now or hereinafter existing and whether now owned or hereafter acquired, of every
kind and description, tangible or intangible, including without limitation, all Goods, Inventory, Equipment, Fixtures, Instruments, Documents,
Accounts, Contracts and Contract Rights, Chattel Paper, Money, Letters of Credit and Letter-of-Credit Rights, Commercial Tort Claims,
Securities and all other Investment Property, General Intangibles (including, but not limited to, Intellectual Property), Farm Products,
all books and records and information relating to any of the foregoing, all supporting obligations, and any and all Proceeds and products
of any and all of the foregoing, and as more particularly described on Exhibit A attached hereto (collectively, the “Collateral”)


 


(b) Simultaneously
with the execution and delivery of this Agreement, each Grantor shall make, execute, acknowledge, file, record and deliver to the Secured
Party such documents, instruments, and agreements, including, without limitation, financing statements, mortgages, certificates, affidavits,
and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and
preserve, the security interest of the Secured Party in the Collateral.


 


(c) In
the event that any Grantor obtains title to any Real Estate, each Grantor shall promptly execute and deliver an original mortgage, deed
of trust, or other instrument in a form and substance acceptable to the Secured Party in all respects sufficient to provide the Secured
party with a perfected first priority lien on such Real Estate.


 


2.2 No
Assumption of Liability.


 


The
security interest in the Collateral is granted as security only and shall not subject the Secured Party to, or in any way alter or modify
any obligation or liability of any Grantor with respect to or arising out of the Collateral.


 




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ARTICLE
3.


 


ATTORNEY-IN-FACT;
PERFORMANCE


 


3.1 Secured
Party Appointed Attorney-In-Fact.


 


Each
Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in
the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any
instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting,
confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one
or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright
Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing
any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for,
settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as and when the Secured Party may determine; and (d) to
execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and
related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name
of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account
debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled
with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred
on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty
upon the Secured Party to exercise any such powers.


 


3.2 Secured
Party May Perform.


 


If
any Grantor fails to perform any agreement contained herein, the Secured Party, at its option, may itself perform, or cause performance
of, such agreement, and the expenses of the Secured Party incurred in connection therewith shall be included in the Obligations secured
hereby and payable by any Grantor under Section 8.4.


 


ARTICLE
4.


 


REPRESENTATIONS
AND WARRANTIES


 


4.1 Authorization:
Enforceability.


 


Each
of the parties hereto represents and warrants that it has taken all action necessary to authorize the execution, delivery and performance
of this Agreement and the transactions contemplated hereby; and upon execution and delivery, this Agreement shall constitute a valid
and binding obligation of the respective party, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights or by the principles governing the availability of equitable remedies.


 


4.2 Ownership
of Collateral; Priority of Security Interest.


 


Each
Grantor represents and warrants that it is the legal and beneficial owner of the Collateral free and clear of any lien, security interest,
option or other charge or encumbrance (each, a “Lien”) except for the Permitted Liens. Except for the Permitted
Liens, (i) the security interest granted to the Secured Party hereunder shall be a first priority security interest subject to no other
Liens, and (ii) no financing statement covering any of the Collateral or any proceeds thereof is on file in any public office.


 




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4.3 Location
of Collateral.


 


The
Collateral is or will be kept at the address(es) of each Grantor or other third party set forth on Schedule 4.3 attached hereto.
S&S represents and warrants that third parties RJM Enterprises of Ramsey, Minnesota and City Brewing Co., LLC of LaCrosse, Wisconsin
have possession of S&S Collateral, including, but not limited to, Inventory. Unless otherwise provided herein, no Grantor will remove
any Collateral from such locations without the prior written consent of the Secured Party.


 


4.4 Location,
State of Incorporation and Name of Grantor.


 


Each
Grantor’s principal place of business; state of incorporation, organization, or formation; organization id; and exact legal name
is set forth on Schedule 4.4 attached hereto.


 


4.5 Solvency.


 


Each
Grantor is able to pay its debts as they mature, has capital sufficient to carry on its business, and the fair present saleable value
of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities.


 


ARTICLE
5.


 


DEFAULT;
REMEDIES; SUBSTITUTE COLLATERAL


 


5.1 Method
of Realizing Upon the Collateral: Other Remedies.


 


If
any Event of Default shall have occurred and be continuing:


 


(a) The
Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Secured
Party’s name or into the name of its nominee or nominees (to the extent the Secured Party has not theretofore done so) and thereafter
receive, for the benefit of the Secured Party, all payments made thereon, give all consents, waivers and ratifications in respect thereof
and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to assemble all or part
of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by
the Secured Party that is reasonably convenient to both parties, and the Secured Party may enter into and occupy any premises owned or
leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate
the Secured Party’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation,
and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell
the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere,
for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially
reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Secured Party may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law,
at least ten (10) days’ notice to each Grantor of the time and place of any public sale or the time after which any private sale
or other disposition of the Collateral is to be made shall constitute reasonable notification. The Secured Party shall not be obligated
to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Secured Party may adjourn
any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Secured Party arising
by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might
have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first
offer received and does not offer such Collateral to more than one offeree, and waives all rights that each Grantor may have to require
that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that
(i) any such sale of the Collateral by the Secured Party may be made without warranty, (ii) the Secured Party may specifically disclaim
any warranties of title, possession, quiet enjoyment, or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall
not adversely affect the commercial reasonableness of any such sale of Collateral. In connection with such exercise of rights, the Secured
Party shall have an irrevocable non-exclusive, royalty free license to use the Intellectual Property, which shall include a right for
the Secured Party to grant one or more non-exclusive sublicenses to use the Intellectual Property.


 




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(b) Any
cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of or collection
from, or other realization upon, all or any part of the Collateral may be applied (after payment of any amounts payable to the Secured
Party pursuant to Section 8.4 hereof) by the Secured Party against, all or any part of the Obligations in such order as the Secured Party
shall elect. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after the indefeasible payment in full
in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent
jurisdiction shall direct.


 


(c) In
the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Secured Party
is legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the rate specified in the Convertible
Debenture for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of
collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Secured Party to collect
such deficiency.


 


(d) Each
Grantor hereby acknowledges that if the Secured Party complies with any applicable state, provincial, or federal law requirements in
connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale
or other disposition of the Collateral.


 


(e) The
Secured Party shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement
and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of the Secured Party’s rights hereunder and in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the
extent permitted by applicable law, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral
which might cause delay in or impede the enforcement of the Secured Party’s rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations
is secured or payment thereof is otherwise assured, and, to the extent permitted by applicable law, each Grantor hereby irrevocably waives
the benefits of all such laws.


 




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5.2 Duties
Regarding Collateral.


 


The
Secured Party shall have no duty as to the collection or protection of the Collateral or any income thereon or as to the preservation
of any rights pertaining thereto, beyond the safe custody and reasonable care of any of the Collateral actually in the Secured Party’s
possession.


 


ARTICLE
6.


 


AFFIRMATIVE
COVENANTS


 


So
long as any of the Obligations shall remain outstanding, unless the Secured Party shall otherwise consent in writing:


 


6.1 Existence,
Properties, Etc.


 


Each
Grantor (a) shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may
be reasonably necessary (i) to maintain each Grantor’s due organization, valid existence and good standing under the laws of its
state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those
jurisdictions in which the failure to do so could have a Material Adverse Effect; and (b) shall not do, or cause to be done, any act
impairing each Grantor’s corporate power or authority (i) to carry on each Grantor’s business as now conducted, and (ii)
to execute or deliver this Agreement or any other agreement or document delivered in connection herewith, including, without limitation,
the Convertible Debenture which it is or will be a party, or perform any of its obligations hereunder or thereunder.


 


6.2 Maintenance
of Books and Records: Inspection.


 


Each
Grantor shall maintain its books, accounts and records in accordance with GAAP, and permit the Secured Party, its officers and employees
and any professionals designated by the Secured Party in writing, at any time during normal business hours and upon reasonable notice
to visit and inspect any of its properties, corporate books and financial records, and to discuss its accounts, affairs and finances
with any employee, officer or director thereof (it being agreed that, unless an Event of Default shall have occurred and be continuing,
there shall be no more than two (2) such visits and inspections in any fiscal year).


 




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6.3 Maintenance
and Insurance.


 


(a) Each
Grantor shall maintain or cause to be maintained, at its own respective expense, all of its material assets and properties in good working
order and condition, ordinary wear and tear excepted, making all necessary repairs thereto and renewals and replacements thereof.


 


(b) Each
Grantor shall maintain or cause to be maintained, at its own respective expense, insurance in form, substance and amounts (including
deductibles), which each Grantor deems reasonably necessary to each Grantor’s business, (i) adequate to insure all assets and properties
of each Grantor of a character usually insured by persons engaged in the same or similar business against loss or damage resulting from
fire or other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be incurred
by each Grantor; (iii) as may be required by the Convertible Debenture and/or applicable law and (iv) as may be reasonably requested
by Secured Party, all with financially sound and reputable insurers.


 


6.4 Contracts
and Other Collateral.


 


Each
Grantor shall perform all of its obligations under or with respect to each instrument, receivable, contract, and other intangible included
in the Collateral to which any Grantor is now or hereafter will be party on a timely basis and in the manner therein required, including,
without limitation, this Agreement, except to the extent the failure to so perform such obligations would not reasonably be expected
to have a Material Adverse Effect.


 


6.5 Defense
of Collateral, Etc.


 


Each
Grantor shall defend and enforce (a) its right, title and interest in and to any part of the Collateral; and (b) if not included within
the Collateral, those assets and properties whose loss would reasonably be expected to have a Material Adverse Effect, each against all
manner of claims and demands on a timely basis to the full extent permitted by applicable law (other than any such claims and demands
by holders of Permitted Liens).


 


6.6 Taxes
and Assessments.


 


Each
Grantor shall (a) file all material tax returns and appropriate schedules thereto that are required to be filed under applicable law,
prior to the date of delinquency (taking into account any extensions of the original due date), (b) pay and discharge all material taxes,
assessments and governmental charges or levies imposed upon any Grantor, upon its income and profits or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and (c) pay all material taxes, assessments and governmental charges or levies
that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that any Grantor in
good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as
appropriate reserves are maintained with respect thereto if and to the extent required by GAAP.


 




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6.7 Compliance
with Law and Other Agreements.


 


Each
Grantor shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable
federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property,
and (b) all agreements, licenses, franchises, indentures and mortgages to which any Grantor is a party or by which any Grantor or any
of its properties is bound, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.


 


6.8 Notice
of Default.


 


Each
Grantor will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material
part of the Collateral and the amount or an estimate of the amount of such loss or diminution. Each Grantor shall promptly notify the
Secured Party of any condition or event which constitutes, or would constitute with the passage of time or giving of notice or both,
an Event of Default, and promptly inform the Secured Party of any events or changes in the financial condition of any Grantor occurring
since the date of the last financial statement of each Grantor delivered to the Secured Party, which individually or cumulatively when
viewed in light of prior financial statements, which might reasonably be expected to have a Material Adverse Effect on the business operations
or financial condition of any Grantor.


 


6.9 Notice
of Litigation.


 


Each
Grantor shall give notice, in writing, to the Secured Party of (a) any actions, suits or proceedings wherein the amount at issue is in
excess of $50,000, instituted by any person against any Grantor, or affecting any of the assets of any Grantor, and (b) any dispute,
not resolved within fifteen (15) days of the commencement thereof, between any Grantor on the one hand and any governmental or regulatory
body on the other hand, which might reasonably be expected to have a Material Adverse Effect on the business operations or financial
condition of any Grantor.


 


6.10 Changes
to Identity.


 


Each
Grantor will (a) give the Secured Party at least 30 days’ prior written notice of any change in any Grantor’s name, identity,
or organizational structure, (b) maintain its jurisdiction of incorporation, organization or formation as set forth on Schedule 4.4
attached hereto, (c) immediately notify the Secured Party upon obtaining an organizational identification number, if on the date
hereof any Grantor did not have such identification number.


 




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6.11 Perfection
of Security Interests.


 


(a) Financing
Statements. Each Grantor hereby irrevocably authorizes the Secured Party, at the sole cost and expense of each Grantor, at any time
and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a)
indicate the Collateral (i) as all assets of each Grantor or words of similar effect, regardless of whether any particular asset comprised
in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (ii) as being of an equal or lesser scope or
with greater detail, and (b) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office
acceptance of any financing statement or amendment, including (i) whether each Grantor is an organization, the type of organization and
any organization identification number issued to any Grantor, and (ii) in the case of a financing statement filed as a fixture filing,
a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the
Secured Party promptly upon request. Each Grantor also ratifies its authorization for the Secured Party to have filed in any jurisdiction
any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor acknowledges that it is not authorized
to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written
consent of the Secured Party (which shall not be unreasonably withheld, delayed, denied, or conditioned) and agrees that it will not
do so without the prior written consent of the Secured Party (which shall not be unreasonably withheld, delayed, denied, or conditioned).
Each Grantor acknowledges and agrees that this Agreement constitutes an authenticated record.


 


(b) Possession.
Each Grantor (i) shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where the Secured
Party chooses to perfect its security interest by possession in addition to the filing of a financing statement; and (ii) will, where
the Collateral is in the possession of a third party, join with the Secured Party in notifying the third party of the Secured Party’s
security interest and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured
Party.


 


(c) Control.
Each Grantor will cooperate with the Secured Party in obtaining control with respect to the Collateral consisting of (i) Investment Property,
(ii) Letters of Credit and Letter-of-Credit Rights and (iii) electronic Chattel Paper.


 


(d) Marking
of Chattel Paper. Each Grantor will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to the
Secured Party indicating that the Secured Party has a security interest in the Chattel Paper.


 


6.12 Notice
of Commercial Tort Claims. If any Grantor shall at any time acquire a Commercial Tort Claim, each Grantor shall immediately notify
the Secured Party in a writing signed by such Grantor which shall (a) provide brief details of said claim and (b) grant to the Secured
Party a security interest in said claim and in the proceeds thereof, all upon the terms of this Agreement, in such form and substance
satisfactory to the Secured Party.


 




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6.13 Licenses.


 


(a) Each
Grantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the
material License Agreements to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or
refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material
License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect
or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing;
except, that Grantor may cancel, surrender or release any material License Agreement in the ordinary course of the respective businesses
of Grantor; provided, that, Grantor shall give Secured Party not less than thirty (30) days prior written notice of their
intention to so cancel, surrender and release any such material License Agreement, (iv) give Secured Party prompt written notice of any
material License Agreement entered into by any Grantor after the date hereof, together with a true, correct and complete copy thereof
and such other information with respect thereto as Secured Party may request, (v) give Secured Party prompt written notice of any material
breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Secured Party (promptly upon
the receipt thereof by any Grantor in the case of a notice to any Grantor, and concurrently with the sending thereof in the case of a
notice from each Grantor) a copy of each notice of default and every other notice and other communication received or delivered by each
Grantor in connection with any material License Agreement which relates to the right of any Grantor to continue to use the property subject
to such License Agreement, and (vi) furnish to Secured Party, promptly upon the request of Secured Party, such information and evidence
as Secured Party may require from time to time concerning the observance, performance and compliance by each Grantor or the other party
or parties thereto with the terms, covenants or provisions of any material License Agreement.


 


(b) Each
Grantor will exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term
of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written
notice thereof to Secured Party or give Secured Party prior written notice that any Grantor does not intend to renew or extend the term
of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the
date of any such non-renewal or expiration. In the event of the failure of any Grantor to extend or renew any material License Agreement,
Secured Party shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such
material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Secured Party or
in the name and behalf of Grantor, as Secured Party shall determine at any time that an Event of Default shall exist or have occurred
and be continuing. Secured Party may, but shall not be required to, perform any or all of such obligations of any Grantor under any of
the License Agreements, including, but not limited to, the payment of any or all sums due from any Grantor thereunder. Any sums so paid
by Secured Party shall constitute part of the Obligations.


 


ARTICLE
7.


 


NEGATIVE
COVENANTS


 


So
long as any of the Obligations shall remain outstanding, unless the Secured Party shall otherwise consent in writing, each Grantor covenants
and agrees that it shall not:


 


7.1 Transfers;
Liens and Encumbrances.


 


(a) Sell,
assign (by operation of law or otherwise), lease, license, exchange or otherwise transfer or dispose of any of the Collateral, except
each Grantor may (i) sell or dispose of Inventory in the ordinary course of business, and (ii) sell or dispose of assets such Grantor
has determined, in good faith, not to be useful in the conduct of its business, and (iii) sell or dispose of accounts in the course of
collection in the ordinary course of business consistent with past practice.


 




    	12



     


    

 


(b) Directly
or indirectly make, create, incur, assume, or permit to exist any Lien in, to or against any part of the Collateral other than Permitted
Liens.


 


(c) Each
Grantor covenants and agrees that they will not, without the express written consent of the Secured Party, grant any license (whether
exclusive or non-exclusive) to use the Intellectual Property to any party other than another Grantor, except that prior to the occurrence
of an Event of Default, each Grantor may, in the ordinary course of business, grant non-exclusive licenses to use the Intellectual Property
to unrelated third parties which are customers of any Grantor in connection with arms-length transactions, provided that such non-exclusive
licenses do not impair the value of the Intellectual Property. To the extent that any Grantor wishes to seek the Secured Party’s
consent to the granting of a license to use Intellectual Property other than as expressly permitted above, then such Grantor shall provide
the Secured Party with a written request for such consent, which request shall be accompanied by a copy of the proposed license and any
documents, instruments, and agreements related thereto or to be entered into in connection with such license, and such other information
regarding the proposed license as the Secured Party may require. The Secured Party shall endeavor to respond to such request within ten
(10) days of its receipt of such request, provided, however, that if the Secured Party does not reply within such ten (10)
day period, then such request shall be deemed to have been denied by the Secured Party. Further, the Secured Party shall not have been
deemed to have consented to any proposed license unless the Secured Party has provided such consent in a writing executed by a duly authorized
representative of the Secured Party and delivered to such Grantor. The decision by the Secured Party on whether to grant or withhold
its consent to a proposed license shall be made by the Secured Party in its sole and exclusive discretion, and the Secured Party shall
have no obligation whatsoever to consent to any proposed license.


 


7.2 Restriction
on Redemption and Cash Dividends.


 


Directly
or indirectly, redeem, repurchase, or declare or pay any cash dividend or distribution on its capital stock without the prior express
written consent of the Secured Party.


 


7.3 Places
of Business.


 


Change
its state of organization or its principal place of business without the written consent of the Secured Party.


 




    	13



     


    

 


ARTICLE
8.


 


MISCELLANEOUS


 


8.1 Notices.


 


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 upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with an overnight
courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or (iii) receipt,
when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise
notified of any error in transmission. The addresses and e-mail addresses for such communications shall be:


 


	If
    to the Company or any Guarantor, to:	 	

    Kona
    Gold Beverage, Inc.

	 	 	746
    North Drive STE A
	 	 	Melbourne,
    FL 32934
	 	 	Attention:
                                            Robert Clark

    Telephone:
    844-714-2224

	 	 	E-mail:
    robert@konagoldhemp.com



 


	

    With
    a mandatory copy to:
	 	

    Clark
    Hill LLP

	(which
                                            shall not constitute

    notice)
	 	555
                                            South Flower Street – 24th Floor

    Los
    Angeles, CA 90071

    Attention:
    Randolf Katz

    Telephone:
    213-417-5310

    E-mail:
    rkatz@clarkhill.com



 


	If
    to the Secured Party:	 	YA
    II PN, Ltd.
	 	 	1012
    Springfield Avenue
	 	 	Mountainside,
    NJ 07092
	 	 	Attention:
    Mark Angelo
	 	 	Telephone:
                                            201-536-5114

    Email:
    mangelo@yorkvilleadvisors.com

	 	 	 
	With
    a mandatory copy to:	 	David
    Gonzalez, Esq. 
	(which
    shall not constitute	 	1012
    Springfield Avenue
	notice)	 	Mountainside,
    NJ 07092
	 	 	Telephone:
    201-536-5109
	 	 	E-mail:
    dgonzalez@yorkvilleadvisors.com


 


or
at such other address and/or electronic email address and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three Business 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) mechanically or electronically generated by the
sender’s computer containing the time, date, recipient’s electronic mail address and the text of such electronic mail or
(iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic
mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


8.2 Security
Interest Absolute. All rights of the Secured Party hereunder, the security interest in the Collateral and all obligations of each
Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Convertible Debenture,
any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change
in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Convertible Debenture, or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee,
securing or guaranteeing all or any of the Obligations, (d) the existence of any claim, set-off or other right which any Grantor may
have at any time against any other Grantor or the Secured Party, whether in connection herewith or any unrelated transaction.


 




    	14



     


    

 


8.3 Severability.


 


If
any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and
this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.


 


8.4 Expenses.


 


In
the event of an Event of Default, each Grantor will jointly and severally pay to the Secured Party the amount of any and all reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may incur in connection with:
(i) the custody or preservation of, or the sale, collection from, or other realization upon, any of the Collateral; (ii) the exercise
or enforcement of any of the rights of the Secured Party hereunder or, (iii) the failure by any Grantor to perform or observe any of
the provisions hereof.


 


8.5 Waivers,
Amendments, Etc.


 


The
Secured Party’s delay or failure at any time or times hereafter to require strict performance by each Grantor of any undertakings,
agreements or covenants shall not waive, affect, or diminish any right of the Secured Party under this Agreement to demand strict compliance
and performance herewith. Any waiver by the Secured Party of any Event of Default shall not waive or affect any other Event of Default,
whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements
and covenants of each Grantor contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Secured
Party, nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by
an instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party in the case of any
such waiver, and signed by the Secured Party and each Grantor in the case of any such amendment, change or modification.


 


8.6 Continuing
Security Interest. This Agreement shall create a continuing security interest in the Collateral and shall: (i) remain in full force
and effect so long as any of the Obligations shall remain outstanding; (ii) be binding upon each Grantor and its successors and assigns;
and (iii) inure to the benefit of the Secured Party and its successors and assigns. Upon the payment or satisfaction in full of the Obligations,
this Agreement and the security interest created hereby shall terminate, and, in connection therewith, each Grantor shall be entitled
to the return, at its expense, of such of the Collateral as shall not have been sold in accordance with this Agreement or otherwise applied
pursuant to the terms hereof and the Secured Party shall deliver to each Grantor such documents as such Grantor shall reasonably request
to evidence such termination.


 




    	15



     


    

 


8.7 Independent
Representation.


 


Each
party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own
choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.


 


8.8 Indemnification.


 


Each
Grantor jointly and severally hereby covenants and agrees to indemnify, defend and hold harmless the Secured Party and its investment
manager, and each of the foregoing parties’ respective agents, servants, attorneys, advisors, officers, directors, employees, affiliates,
partners, members, managers, predecessors, successors, and assigns (each an “Indemnified Person”) of, to, and from
any loss, judgment, liability, claim, cause of action, or demand, and all costs and expenses (including reasonable attorneys’ fees)
which may be incurred, suffered, made, brought, threatened, or instituted by or against any person indemnified hereby for any reason
whatsoever on account of, arising out of, or in any way relating to the actions or inactions of any Grantor, including, without limitation
(i) any matter, fact, event, or act or omission relating to the Collateral, and/or any Grantor’s maintenance and management of
the Collateral, including any damage to the Collateral or claims threatened or brought against the Secured Party with respect to the
Collateral and/or any of any Grantor’s acts and/or omissions in connection with the same, (ii) any claims threatened or brought
by one or more third parties against any Grantor, or any of its affiliates or subsidiaries, (iii) any claims threatened or brought by
any party against the Secured Party, or any of its affiliates concerning or arising from the actions or inactions of any of any Grantor,
the Collateral, and the Convertible Debenture, or otherwise; and/or (iv) this Agreement. The Secured Party may defend any such claim,
cause of action, or demand at the sole cost and expense of any Grantor, with counsel designated by the Secured Party and to the exclusion
of any Grantor, or the Secured Party may call upon each Grantor to defend such action at each Grantor’s sole cost and expense.
the Secured Party may, in the Secured Party’s sole and exclusive discretion, adjust, settle, or compromise any such claim, cause
of action, or demand made upon the Secured Party, and each Grantor shall jointly and severally indemnify the Secured Party for any such
amount so adjusted, settled, or compromised, as well as all costs and expenses (including attorneys’ fees) incurred in connection
therewith.


 


8.9 Applicable
Law: Jurisdiction.


 


This
Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the principles
of conflict of laws. The parties further agree that any action between them shall be heard in the State of New York, and expressly consent
to the jurisdiction and venue of the Supreme Court for the State of New York sitting in the Borough of Manhattan, New York and federal
courts for the Southern District of New York sitting in Borough of Manhattan, New York for the adjudication of any civil action asserted
pursuant to this Paragraph, provided, however, that nothing herein shall prevent the Secured Party from enforcing its rights
and remedies (including, without limitation, by filing a civil action) with respect to the Collateral and/or any Grantor in any other
jurisdiction in which the Collateral and/or any Grantor may be located.


 




    	16



     


    

 


8.10 Non-Interference.


 


From
and after the occurrence of an Event of Default, each Grantor agrees:


 


(a) Not
to interfere with the exercise by the Secured Party of any of its rights and remedies under this Agreement, the Convertible Debentures,
and/or applicable law;


 


(b) They
shall not seek to distrain or otherwise hinder, delay, or impair the Secured Party’s efforts to realize upon any Collateral or
otherwise to enforce its rights and remedies pursuant to this Agreement, Convertible Debenture, and/or applicable law, and shall at all
times cooperate with the Secured Party’s exercise of its rights and remedies under this Agreement, Convertible Debenture, and/or
applicable law; and


 


(c) The
provisions of this Section shall be specifically enforceable by the Secured Party.


 


8.11 Automatic
Stay.


 


Each
Grantor agrees that upon the filing of any Petition for Relief by or against any Grantor under the United States Bankruptcy Code, the
Secured Party shall be entitled to immediate and complete relief from the automatic stay with respect to any Grantor, and Secured Party
shall be permitted to proceed to protect and enforce its rights and remedies under applicable law. Each Grantor hereby expressly assents
to, and covenants and agrees not to oppose, any motion filed by the Secured Party seeking relief from the automatic stay. Each Grantor
further hereby expressly WAIVES the protections afforded under Section 362 of the United States Bankruptcy Code with respect to
the Secured Party.


 


8.12 Credit
Bidding.


 


Each
Grantor hereby expressly acknowledges and agrees, in further consideration for the Secured Party entering into this Agreement, that the
Secured Party shall be permitted to credit bid the Obligations at any auction and/or sale, including without limitation, at any auction
and/or other sale conducted under or in connection with any of the sections or chapters of the United States Bankruptcy Code. Each Grantor
hereby further acknowledges and agrees that this provision is a material inducement to the Secured Party entering into this Agreement,
and each Grantor has been represented by experienced counsel in connection with entering into this Agreement. The Secured Party, in turn,
acknowledges that this paragraph shall not be construed as a restriction or prohibition on Grantor’s respective rights to file
any voluntary petition or make application for or seek relief or protection under the United States Bankruptcy Code.


 


8.13 Waiver
of Jury Trial.


 


AS
A FURTHER INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS TO THE COMPANIES OR ANY GRANTOR, EACH GRANTOR HEREBY WAIVES,
TO THE FULLEST PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.


 




    	17



     


    

 


8.14 Right
of Set Off.


 


Each
Grantor hereby grants to the Secured Party, a lien, security interest and right of setoff as security for all liabilities and obligations
to the Secured Party, whether now existing or hereafter arising, upon and against all deposits, credits, collateral, and property, now
or hereafter in the possession, custody, safekeeping, or control of the Secured Party or any of its affiliates, or any entity under the
control of the Secured Party, or in transit to any of them. At any time, without demand or notice, the Secured Party may set off the
same or any part thereof and apply the same to any liability or obligation of each Grantor even though unmatured and regardless of the
adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE SECURED PARTY TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EACH GRANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVED.


 


8.15 Liability
of Grantor.


 


Notwithstanding
any provision herein or in any other Loan Instrument, each Grantor is and shall be liable for any and all Obligations (whether any such
Obligation is specified as an obligation of any Grantor).


 


8.16 Waiver
of Claims.


 


Each
Grantor acknowledges and agrees that they have no offsets, defenses, claims, or counterclaims against the Secured Party or its officers,
directors, employees, attorneys, representatives, parents, affiliates, predecessors, successors, or assigns with respect to the Collateral,
the Convertible Debenture, the Obligations, or otherwise, and that if any Grantor now has, or ever did have, any offsets, defenses, claims,
or counterclaims against the Secured Party or its officers, directors, employees, attorneys, representatives, affiliates, predecessors,
successors, or assigns, whether known or unknown, at law or in equity, from the beginning of the world through this date and through
the time of execution of this Agreement, all of them are hereby expressly WAIVED, and each Grantor hereby RELEASES the
Secured Party and its officers, directors, employees, attorneys, representatives, affiliates, predecessors, successors, and assigns from
any liability therefor.


 


8.17 Counterparts;
Facsimile Signatures.


 


This
Agreement may be executed and delivered by exchange of facsimile signatures of the Secured Party and each Grantor, and those signatures
need not be affixed to the same copy. This Agreement may be executed in any number of counterparts.


 


8.18 Entire
Agreement.


 


This
Agreement and the other documents or agreements delivered in connection herewith contain the entire understanding among the parties and
supersede any prior agreement or understanding among them with respect to the subject matter hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	18



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	KONA
    GOLD BEVERAGE, INC., a Delaware corporation
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GUARANTORS:
	 	 
	 	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:	 


 


	SECURED
    PARTY:	 
	 	 
	YA
    II PN, LTD.	 
	 	 	 
	By:	Yorkville
    Advisors Global, LP	 
	Its:	Investment
    Manager	 
	 	 	 
	By:	Yorkville
    Advisors Global II, LLC	 
	Its:	General
    Partner	 
	 	 	 
	By:
    	 	 
	Name:	 	 
	Title:	 	 
		 	 


 




    	 



     


    

 


exhibit
A


(Definition
of Collateral)


 


For
the purpose of securing prompt and complete payment and performance by each Grantor of all of the Obligations, each Grantor unconditionally
and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following “Collateral”
of each Grantor (all capitalized terms used herein and not defined in the Agreement shall have the respective meanings ascribed thereto
in the UCC):


 


All
personal property of each Grantor, wherever located and whether now or hereinafter existing and whether now owned or hereafter acquired,
of every kind and description, tangible, or intangible, including without limitation, all:


 


1. Goods;


 


2.  Inventory, including, without limitation, all goods, merchandise, and other personal property
which are held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-process,
supplies, or materials used or consumed in each Grantor’s business, and all products thereof, and all substitutions, replacements,
additions, or accessions therefor and thereto; and any cash or non-cash Proceeds of all of the foregoing;


 


3.  Equipment, including, without limitation, all machinery, equipment, furniture, parts, tools,
and dies, of every kind and description, of each Grantor (including automotive equipment and motor vehicles), now owned or hereafter
acquired by each Grantor, and used or acquired for use in the business of each Grantor, together with all accessions thereto and all
substitutions and replacements thereof and parts therefor and all cash or non-cash Proceeds of the foregoing;


 


4. Fixtures,
including, without limitation, all goods which are so related to particular real estate that an interest in them arises under real estate
law and all accessions thereto, replacements thereof and substitutions therefor, including, but not limited to, plumbing, heating and
lighting apparatus, mantels, floor coverings, furniture, furnishings, draperies, screens, storm windows and doors, awnings, shrubbery,
plants, boilers, tanks, machinery, stoves, gas and electric ranges, wall cabinets, appliances, furnaces, dynamos, motors, elevators and
elevator machinery, radiators, blinds and all laundry, refrigerating, gas, electric, ventilating, air-refrigerating, air-conditioning,
incinerating and sprinkling and other fire prevention or extinguishing equipment of whatsoever kind and nature and any replacements,
accessions and additions thereto, Proceeds thereof and substitutions therefor;


 


5. Instruments
(including promissory notes);


 


6. Documents;


 




    	 



     


    

 


7. Accounts,
including, without limitation, all Contract Rights and accounts receivable, health-care-insurance receivables, and license fees; any
other obligations or indebtedness owed to each Grantor from whatever source arising; all rights of each Grantor to receive any payments
in money or kind; all guarantees of Accounts and security therefor; all cash or non-cash Proceeds of all of the foregoing; all of the
right, title and interest of each Grantor in and with respect to the goods, services or other property which gave rise to or which secure
any of the accounts and insurance policies and proceeds relating thereto, and all of the rights of each Grantor as an unpaid seller of
goods or services, including, without limitation the rights of stoppage in transit, replevin, reclamation and resale and all of the foregoing,
whether now existing or hereafter created or acquired;


 


8.  Contracts and Contract Rights, including, to the extent not included in the definition of Accounts,
all rights to payment or performance under a contract not yet earned by performance and not evidenced by an Instrument or Chattel Paper;


 


9.  Chattel Paper (whether tangible or electronic);


 


10. Money,
cash, and cash equivalents;


 


11. Letters
of Credit and Letter-of-Credit Rights (whether or not the Letter of Credit is evidenced by a writing);


 


12. Commercial
Tort Claims;


 


13. Securities
Accounts, Security Entitlements, Securities, Financial Assets, and all other Investment Property, including, without limitation, all
ownership or membership interests in any subsidiaries or affiliates (whether or not controlled by any Grantor);


 


14. General
Intangibles, including, without limitation, all Payment Intangibles and Intellectual Property, tax refunds and other claims of any Grantor
against any governmental authority, and all choses in action, insurance proceeds, goodwill customer lists, formulae, permits, research
and literary rights, and franchises;


 


15. Farm
Products;


 


16. All
books and records and information (including all ledger sheets, files, computer programs, tapes, and related data processing software)
evidencing an interest in or relating to any of the foregoing and/or to the operation of each Grantor’s business, and all rights
of access to such books and records, and information, and all property in which such books and records, and information are stored, recorded,
and maintained;


 


17. To
the extent not already included above, all supporting obligations, and any and all cash and non-cash Proceeds, products, accessions,
and/or replacements of any of the foregoing, including proceeds of insurance covering any or all of the foregoing.


 




    	 



     


    

 


SCHEDULE
4


(Intellectual
Property)


 


PATENTS,
TRADEMARKS AND COPYRIGHTS


 


1.
Patents


 


	Title	 	App.
    No.	 	Filing
                                                                     Date
	 	Patent
    No.	 	Issue
    Date
	—	 	 	 	 	 	 	 	 


 


2.
Trademarks


 


	Mark	 	Serial No.	 	Filing Date	 	Registration No.	 	Registration Date
	KONA GOLD HEMP ENERGY DRINK	 	87/310,479	 	01/23/2017	 	5,597,686	 	10/30/2018
	HIGHDRATE	 	87/196,854	 	10/07/2016	 	5,351,770	 	12/05/2017
	KONA GOLD HEMP ENERGY DRINKS (And Design)
  
  
	 	90/667,851	 	04/23/2021	 	Pending	 	Pending
	OOH LA LEMIN (And Design)

                                     
 
 
	 	90/542,298	 	02/23/2021	 	6,643,331	 	2/15/2022
	 	 	 	 	 	 	 	 	 
	LEMIN	 	88/462468	 	06/06/2019	 	Abandoned	 	Abandoned
	LEMI	 	88/394871	 	04/20/2019	 	Abandoned	 	Abandoned
	 	 	 	 	 	 	 	 	 
	LEMIN1	 	Common Law	 	 	 	 	 	 
	OOH LA LEMIN2	 	Common Law	 	 	 	 	 	 






 


 






1
As used in connection with “Non-alcoholic beverages, namely, lemonades”.


2
As used in connection with “Non-alcoholic beverages, namely, lemonades”.


 






    	 



     


    

 





3. Copyrights and Copyright Applications        




 


	Title	 	App.
    No.	 	Filing
    Date	 	Copyright
    No.	 	Issue
    Date
	—	 	 	 	 	 	 	 	 


 


4.
Domain Names


konagoldbeverage.com/


konagoldhemp.com/


oohlalemin.com/


goldleafdist.com/


 




    	 



     


    

 


SCHEDULE
4.3


(Addresses)


 


Kona
Gold Beverage, Inc.


746
North Drive STE A


Melbourne,
FL 32934


 


Kona
Gold, LLC


746
North Drive STE A


Melbourne,
FL 32934


 


Gold
Leaf Distribution LLC


746
North Drive STE A


Melbourne,
FL 32934


 


3092
Highway 14


Greer,
SC 29651


 


HighDrate,
LLC


746
North Drive STE A


Melbourne,
FL 32934


 


S
and S Beverage, Inc.


746
North Drive STE A


Melbourne,
FL 32934


 


City
Brewing Co., LLC


925
South Third Street


LaCrosse,
WI 54601


 




    	 



     


    

 


SCHEDULE
4.4


(Location,
State of Incorporation, Name)


 


Kona
Gold Beverage, Inc., a Delaware corporation


746
North Drive STE A


Melbourne,
FL 32934


 


Kona
Gold, LLC, a Delaware limited liability company


746
North Drive STE A


Melbourne,
FL 32934


 


Gold
Leaf Distribution LLC, a Florida limited liability company


746
North Drive STE A


Melbourne,
FL 32934


 


HighDrate,
LLC, a Florida limited liability company


746
North Drive STE A


Melbourne,
FL 32934


 


S
and S Beverage, Inc., a Wisconsin corporation


746
North Drive STE A


Melbourne,
FL 32934