Exhibit
10.46


 


EXECUTION
VERSION


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of May 3, 2022, is made by KONA GOLD BEVERAGE,
INC., a Delaware corporation (the “Company”), KONA GOLD, LLC (“KG”), a Florida limited liability company,
HIGHDRATE, LLC (“HD”), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC (“GLD”),
a Florida limited liability company, and S AND S BEVERAGE, INC. (“S&S”), a Wisconsin corporation (collectively,
“Grantors” and each a “Grantor”), in favor of YA II PN, LTD. (the “Secured Party”),
a Cayman Island exempted company.


 


WITNESSETH:


 


WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated of even date herewith, by and between the Company and Secured Party (the
“Securities Purchase Agreement”), and pursuant to that certain Security Agreement dated of even date herewith, by
and among the Grantors and Secured Party (the “Security Agreement”), pursuant to which the Grantors have granted Secured
Party security interests in, and liens upon, substantially all of each Grantor’s assets, including without limitation all of each
Grantor’s Intellectual Property and specifically including all of each Grantor’s registered United States patents, trademarks,
copyrights and domain names, and all of each Grantor’s filed United States patent applications, trademark applications and copyright
applications, all whether now owned or hereafter created, arising and/or acquired (collectively, the “Intellectual Property
Collateral” as hereinafter further defined); and


 


WHEREAS,
Grantors have agreed to execute and deliver this Agreement, and to have a copy of this Agreement filed with the United States Patent
and Trademark Office and/or the United States Copyright Office (as applicable), in order to provide notice and/or protect all of Secured
Party’s security interest in, and liens upon, the Intellectual Property Collateral;


 


WHEREAS,
in connection with the Securities Purchase Agreement, Secured Party and KG, HD, GLD and S&S executed and delivered a Global Guaranty
Agreement dated the date hereof (the “Guaranty Agreement”; and, collectively with the Security Agreement, the “Security
Documents”) in favor of Secured Party;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements provided for herein and in the Securities Purchase
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party
hereto, and intending to be legally bound, the parties hereto agree as follows:


 




    	 



    	 



    

 


Section
1. Grant of Security Interest in Intellectual Property Collateral. Without limiting any other grant of any lien by any Grantor
in any Collateral under the Securities Purchase Agreement or any other of the Transaction Documents (as that term is defined in the Securities
Purchase Agreement), to secure the prompt payment and performance of all obligations to Secured Party, each Grantor hereby pledges and
grants to Secured Party a continuing security interest in and lien upon all of such Grantor’s right, title and interest in, to
and under Intellectual Property Collateral:


 


(a) all
of its registered/issued United States patents and filed United States patent applications, including, without limitation, those referred
to on Schedule 1 hereto or on any Schedule to any Supplement (as defined below) delivered hereafter, together with all reissues,
reexaminations, continuations, continuations-in-part, divisional, renewals and extensions of the foregoing (the “Patents”);


 


(b) all
of its registered United States trademarks, filed United States trademark applications, and common law trademarks, including, without
limitation, those referred to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all
renewals, reversions and extensions of the foregoing (the “Trademarks”);


 


(c) all
goodwill of the business connected with the use of, and symbolized by, each of the Trademarks;


 


(d) all
of its registered United States copyrights and filed United States copyright applications, including, without limitation, those referred
to on Schedule 1 hereto or on any Schedule to any supplement delivered hereafter, together with all renewals, reversions and extensions
of the foregoing (the “Copyrights”);


 


(e) all
of its Internet domain names, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any
supplement delivered hereafter, and all goodwill associated with the same (the “Domain Names”);


 


(f) all
applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter
owned or licensed by any Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing,
together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under
insurance policies); and


 


(g) all
cash, income, royalties, fees, other proceeds, receivables, accounts and general intangibles that consist of rights of payment to or
on behalf of any Grantor, proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual
Property Collateral by or on behalf of any Grantor, and all rights to sue and recover at law or in equity for any past, present and future
infringement, misappropriation, dilution, violation or other impairment thereof;


 




    	 



    	 



    

 


which
such continuing security interest in and lien upon the Intellectual Property Collateral, and this Agreement, shall continue in full force
and effect to secure each of the obligations under the Transaction Documents (as that term is defined in the Securities Purchase Agreement),
unless and until the obligations have been indefeasibly satisfied and paid in full in cash and all commitments under the Transaction
Documents have been terminated.


 


Section
2. Security Agreement, The security interests and liens granted pursuant to this Agreement are granted in conjunction with, and
in no way limit, the security interests and liens granted to the Secured Party pursuant to the Security Agreement, and each Grantor hereby
acknowledges and agrees that the rights and remedies of the Secured Party with respect to the security interests in and liens upon the
Intellectual Property Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions
of which are incorporated by reference herein as if fully set forth herein.


 


Section
3. Registration/Filing. The “Acknowledgement of Security Interest in Intellectual Property” attached hereto as Exhibit
B is intended by the parties to be filed, and each Grantor hereby authorizes Secured Party to file and record a copy of such “Acknowledgement
of Security Interest in Intellectual Property”, with the United States Patent and Trademark Office and/or United States Copyright
Office, as applicable.


 


Section
4. Grantors Remains Liable. Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall
retain full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection
with the Intellectual Property Collateral subject to a security interest hereunder.


 


Section
5. Agreement to Deliver Supplements. Each Grantor hereby covenants and agrees that promptly upon the acquisition by such Grantor
of any new Intellectual Property Collateral, Grantors shall deliver to Secured Party a duly executed supplement to this Agreement in
the form of Exhibit A hereto (a “Supplement”), listing all such newly acquired Intellectual Property Collateral
on Schedule 1 thereto, pursuant to which Grantors shall reconfirm the grant of a security interest in such newly acquired Intellectual
Property Collateral to Secured Party, to secure the Grantor’s obligations under the Securities Purchase Agreement and the other
Transaction Documents, as this term is defined in the Securities Purchase Agreement. Each Supplement is intended by the parties to be
filed, and Grantors hereby authorize Secured Party to file and record a copy of each Supplement, with the United States Patent and Trademark
Office and/or United States Copyright Office, as applicable. Regardless of whether any Supplement is delivered by Grantors, and without
limiting the generality of the provisions of Section 1 hereof above, Grantors hereby confirm and agree that any and all such after-acquired
Intellectual Property Collateral shall immediately and automatically upon any Grantor’s acquisition of any right, title and interest
therein become part of the Intellectual Property Collateral hereunder. In the event that any Grantor acquires any such new Intellectual
Property Collateral but Grantors fail for whatever reason to promptly execute and deliver a Supplement to Secured Party pursuant to this
Section 5, each Grantor hereby authorizes Secured Party, acting under its Power of Attorney granted pursuant to Section 8 below, to at
any time thereafter execute in the name of such Grantor an applicable Supplement with respect to such newly acquired Intellectual Property
Collateral and to file the same with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable.


 




    	 



    	 



    

 


Section
6. Representation and Warranties. Grantors hereby represent and warrant to Secured Party that Schedule 1 sets forth a full,
complete and correct list of all Intellectual Property Collateral owned by Grantors as of the date hereof.


 


Section
7. Events of Default and Remedies. The occurrence of an Event of Default under the Transaction Documents shall constitute an “Event
of Default” under this Agreement. Upon the occurrence of and during the continuance of an Event of Default, in addition to
all other rights, options, and remedies granted to Secured Party under the Transaction Documents, or otherwise available to Secured Party
as a secured creditor at law or in equity, Secured Party may exercise, either directly or through one or more assignees or designees,
all rights and remedies granted to it as a secured creditor under the Uniform Commercial Code with respect to the Intellectual Property
Collateral.


 


Section
8. Power of Attorney. Without limiting the generality of any power of attorney granted to Secured Party under the Security Documents
or any other document, each Grantor hereby authorizes Secured Party, its successors and assigns, and any officer, employee, attorney
or agent thereof, as such Grantor’s true and lawful attorney-in-fact, with the power (a) to execute and endorse on behalf of and
in the name of such Grantor any Supplement to this Agreement or other security agreement or similar document or instrument which Secured
Party may deem necessary or desirable in order to create, protect or perfect the security interest provided for herein in the Intellectual
Property Collateral and in each case to file or record any such Supplement or other security agreement or similar document or instrument
with the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, in the name of and on behalf
of such Grantor, and (b) after the occurrence and during the continuance of an Event of Default, to execute and endorse on behalf of
and in the name of such Grantor any assignment, bill of sale or similar document or instrument which Secured Party may deem necessary
or desirable in order for Secured Party to enforce, assign, pledge, convey or otherwise sell, transfer title in or dispose of the Intellectual
Property Collateral, and in each case to file or record with the United States Patent and Trademark Office and/or the United States Copyright
Office, as applicable, in the name of and on behalf of such Grantor any such assignment or bill of sale or other document executed by
Secured Party, its successors and assigns, and any officer, employee, attorney or agent thereof under this power of attorney. Each Grantor
hereby unconditionally ratifies all that any person authorized under this power of attorney shall lawfully do or cause to be done by
virtue hereof and in accordance with the terms of hereof and of the Security Agreement. This power of attorney is coupled with an interest
and is and shall be irrevocable unless and until all of the obligations under the Transaction Documents (including any obligations to
provide cash collateral for any Letters of Credit) have been indefensibly paid in full in cash and satisfied, and all of the commitments
under the Transaction Documents have been terminated.


 


Section
9. Miscellaneous. This Agreement, and all matters relating hereto or arising herefrom (whether arising under contract law, tort
law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and
construed in accordance with the laws of the State of New York. If any part of this Agreement is contrary to, prohibited by, or deemed
invalid under applicable laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited
or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. This Agreement shall
be binding upon and inure to the benefit of Grantors and Secured Party, and their respective successors and assigns, except that no Grantor
may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party. This
Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. Any signature delivered by a party by facsimile or other electronic means of transmission (including email transmission
of a PDF copy) shall be deemed to be an original signature hereto.


 


[Signature
Pages Follow]


 




    	 



    	 



    

 


In
witness whereof, each Grantor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized
officer as of the date first set forth above.


 


	 	GRANTORS:
	 	 
	 	KONA
    GOLD BEVERAGE, INC. a Delaware Corporation
	 	 	                
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	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:	 


 




    	 



    	 



    

 


	ACCEPTED
    AND AGREED:	 
	 	 
	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:	 	 


 




    	 



    	 



    

 


Schedule
1


 


To
Intellectual Property Security Agreement


 


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	 	2/25/2022
	 	 	 	 	 	 	 	 	 
	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/


 




    	 



    	 



    

 


EXHIBIT
A


 


SUPPLEMENT
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


THIS
SUPPLEMENT TO INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Supplement”) made as of this day of , 2022,
by KONA GOLD BEVERAGE, INC., a Delaware corporation (the “Company”), KONA GOLD, LLC (“KG”), a Florida
limited liability company, HIGHDRATE, LLC (“HD”), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC
(“GLD”), a Florida limited liability company, and S AND S BEVERAGE, INC. (“S&S”), a Wisconsin corporation
(collectively, “Grantors” and each a “Grantor”), in favor of YA II PN, LTD. (the “Secured
Party”), a Cayman Island exempted company.


WITNESSETH


 


WHEREAS,
Grantors and Secured Party are parties to a certain Intellectual Property Security Agreement, dated as of May [ ], 2022 (as amended,
modified, supplemented, renewed, restated or replaced from time to time, the “IP Security Agreement”). Capitalized
terms used herein but not otherwise defined herein shall have the meanings given to such terms in the IP Security Agreement;


 


WHEREAS,
pursuant to the IP Security Agreement, to secure the prompt payment and performance of all obligations to Secured Party, Grantors have
assigned, pledged and granted to Secured Party, a continuing security interest in and to and lien upon all of such Grantor’s right,
title and interest in, to and under the Intellectual Property Collateral of each Grantor, all whether now owned or hereafter created,
arising and/or acquired; and


 


WHEREAS,
pursuant to the IP Security Agreement, Grantors have agreed that upon the acquisition by Grantors of any new Intellectual Property Collateral,
Grantors shall deliver to Secured Party a Supplement to the IP Security Agreement in the form of Exhibit A thereto pursuant to which
Grantors shall reconfirm the grant by them of a security interest in and lien upon all such newly acquired Intellectual Property Collateral,
which such Supplement is intended by the parties to be filed with the United States Patent and Trademark Office and/or United States
Copyright Office, as applicable,


 


NOW,
THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged by each party hereto, and intending to be legally bound, and with the foregoing background and recitals
incorporated by reference, Grantors agree as follows:


 




    	 



    	 



    

 


1.
Grant and Reaffirmation of Grant of Security Interests. Without limiting any other grant of any security interest or lien by any
Grantor in and upon any collateral under the Security Documents, to secure the prompt payment and performance of all obligations to Secured
Party, each Grantor hereby assigns, pledges and grants to Secured Party, a continuing security interest in and to and lien upon all of
such Grantor’s right, title and interest in, to and under the following Collateral of Grantor, all whether now owned or hereafter
created, arising and/or acquired:


 


(a) the
newly acquired Intellectual Property Collateral listed on Schedule I to this Supplement (together with all reissues, reexaminations,
continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing),


 


(b) all
goodwill of the business connected with the use of, and symbolized by, any trademark and trademark application covered by (a) above;
and


 


(c) all
other property otherwise constituting Intellectual Property Collateral relating to the foregoing.


 


Grantors
agree that all such newly acquired Intellectual Property Collateral described above shall be included in and be part of the Intellectual
Property Collateral under and subject to all of the terms and provisions of the IP Security Agreement. Grantors hereby authorize Secured
Party to file and record a copy of this Supplement with the United States Patent and Trademark Office and/or United States Copyright
Office, as applicable.


 


Representations
and Warranties. Each Grantor hereby represents and warrants to Secured Party that Schedule A-1 hereto sets forth a full, complete
and correct list of all Intellectual Property Collateral owned by Grantor as of the date hereof not listed on Schedule I to the original
IP Security Agreement or any Schedule to any other Supplement to the original IP Security Agreement delivered by Grantor since the date
thereof but prior to the date hereof.


 


Incorporation
of the IP Security Agreement. The terms and provisions of the IP Security Agreement are hereby incorporated by reference and this
Supplement shall be considered an amendment and supplement to and part of the IP Security Agreement; all of the provisions of which IP
Security Agreement are and remain in full force and effect as supplemented by this Supplement.


 


[Remainder
of Page Left Intentionally Blank]


 




    	 



    	 



    

 


In
witness whereof, Grantors have duly executed this Supplement to the IP Security Agreement as of the date first written above.


 


	 	GRANTORS:
	 	 
	 	KONA
    GOLD BEVERAGE, INC. a Delaware Corporation
	 	 	                 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	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:	 


 




    	 



    	 



    

 


	ACCEPTED
    AND AGREED:	 
	 	 
	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:	 	 


 




    	 



    	 



    

 


Schedule
A-1


 


To
Intellectual Property Security Agreement


 


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
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


3.
Copyrights and Copyright Applications


 


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


 


4.
Domain Names


 




    	 



    	 



    

 


EXHIBIT
B


 


Acknowledgement
of Security Interest in Intellectual Property


 


May
3, 2022


 


WHEREAS,
KONA GOLD BEVERAGE, INC., a Delaware Corporation (the “Company”), KONA GOLD, LLC (“KG”), a Florida limited
liability company, HIGHDRATE, LLC (“HD”), a Florida limited liability company, GOLD LEAF DISTRIBUTION LLC (“GLD”),
a Florida limited liability company, and S AND S BEVERAGE, INC. (“S&S”), a Wisconsin corporation (collectively,
“Grantors” and each a “Grantor”) have adopted, used and are using, and holds all right, title and
interest in and to, the Patents, Trademarks and Copyrights (as those terms are defined in the IP Security Agreement) listed on the annexed
Schedule 1;


 


WHEREAS,
the Company has entered into a certain Securities Purchase Agreement, dated as of the date hereof, with YA II PN, LTD (the “Secured
Party”):


 


WHEREAS,
the Grantors have entered into a certain Intellectual Property Security Agreement, dated as of the date hereof (the “IP Security
Agreement”), with YA II PN, LTD. (the “Secured Party”) pursuant to which each Grantor has granted to Secured
Party a continuing security interest in all right, title and interest of the Grantor in, to and under the Intellectual Property Collateral
(as such term is defined in the IP Security Agreement) (the “Collateral”), to secure the payment, performance and
observance of certain obligations defined in the Securities Purchase Agreement between Grantors and Secured Party (the “Obligations”);


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor does hereby
grant to Secured Party a continuing security interest in the Collateral set forth on Schedule B-1 hereto to secure the prompt
payment, performance and observance of the Obligations.


 


Each
Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Party with respect to the Collateral are
more fully set forth in the Security Documents, the IP Security Agreement and the other documents, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein.


 


All
capitalized terms used herein without definition have the same meanings given to such terms in the Transaction Documents (as that term
is defined in the Securities Purchase Agreement).


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Grantors have caused this Agreement to be duly executed by its officer thereunto duly authorized as of the date
first written above.


 


	 	GRANTORS:
	 	 
	 	KONA
    GOLD BEVERAGE, INC. a Delaware Corporation
	 	 	                 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	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:	 


 




    	 



    	 



    

 


	ACCEPTED
    AND AGREED:	 
	 	 
	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:	 	 


 




    	 



    	 



    

 


Schedule
B-1


 


To
Intellectual Property Security Agreement


 


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
	 	 	 	 	 	 	 	 	 
	LEMIN3	 	Common
    Law	 	 	 	 	 	 
	OOH
    LA LEMIN4	 	Common
    Law	 	 	 	 	 	 



 


 







3
As used in connection with “Non-alcoholic beverages, namely, lemonades”.


4
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/