UNDERWRITING AGREEMENT between SPLASH BEVERAGE GROUP, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters SPLASH BEVERAGE GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2022 • Splash Beverage Group, Inc. • Beverages • New York
The undersigned, Splash Beverage Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANTSplash Beverage Group, Inc. • January 21st, 2021 • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Splash Beverage Group, Inc., a Colorado corporation (the “Company”), up to 50,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, no par value per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being pursuant to the Subscription Agreement between the Holder and the Company dated __________________ (the “Subscri
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2023 • Splash Beverage Group, Inc. • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2023, is by and among Splash Beverage Group, Inc., a Nevada corporation with offices located at 1314 E Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2023 • Splash Beverage Group, Inc. • Beverages
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [___], 2023, is by and among Splash Beverage Group, Inc., a Nevada corporation with offices located at 1314 E Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT SPLASH BEVERAGE GROUP, INC.Common Stock Purchase • February 2nd, 2021 • Splash Beverage Group, Inc. • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Splash Beverage Group, Inc. , an Colorado (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock [50% of the shares of Common Stock purchased by the Holder in the Offering]. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being pursuant to the Subscription Agreement between the Holder and the Company dated _____________, 2021.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 15th, 2021 • Splash Beverage Group, Inc. • Beverages • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 15, 2021 (the “Issuance Date”) between Splash Beverage Group, Inc., a Colorado corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • June 15th, 2021 • Splash Beverage Group, Inc. • Beverages • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SPLASH BEVERAGE GROUP, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2023 • Splash Beverage Group, Inc. • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of _________, by and between Splash Beverage Group, Inc., a Nevada corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANTSplash Beverage Group, Inc. • August 16th, 2023 • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Name or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Splash Beverage Group, Inc., an Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock 50% of the shares of Common Stock purchased by the Holder in the Offering]. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being pursuant to the Subscription Agreement between the Holder and the Company dated _________.
ESCROW AGREEMENTEscrow Agreement • January 11th, 2013 • Canfield Medical Supply, Inc. • Services-home health care services • Colorado
THIS ESCROW AGREEMENT (this "Escrow Agreement") is dated as of September __, 2012, by and between Canfield Medical Supply, Inc., a Colorado corporation (the “Company”) and Corporate Stock Transfer, Inc., as escrow agent (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meaning set forth in the Subscription Agreement (as defined below).
PROMISSORY NOTE CONVERSION AGREEMENTAgreement and Plan of Merger • April 6th, 2020 • Canfield Medical Supply, Inc. • Services-home health care services • Nevada
This Promissory Note Conversion Agreement (the “Agreement”) is entered into as of February ,2020 by and between Splash Beverage Group, Inc. a Nevada corporation (the “Company”), and (the “Noteholder”), with reference to the following facts:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2021 • Splash Beverage Group, Inc. • Beverages • New York
This Subscription Agreement (this “Agreement”) is being delivered by the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with Subscriber’s investment in the offering (“Offering”) by Splash Beverage Group, Inc., a Colorado (the “Company”) of a maximum of Four Million Dollars ($4,000,000) (the “Maximum Offering Amount) in a private placement offering of shares of the common stock of the Company, no par value per share (the “Shares”) at a purchase price of $1.10 per share (the “Purchase Price”). The minimum amount of Shares that may be purchased by the Subscriber is for $25,000 (the "Minimum Investment Amount"), provided that the Company may, in its sole discretion, accept subscriptions for less than the Minimum Investment Amount. The Offering is being conducted pursuant to the terms of the Private Placement Memorandum dated January 21, 2021 as may be amended or supplemented from time to time, including all attachments, schedules, annexes and
AMENDMENT AGREEMENT NO. 1Amendment Agreement • October 7th, 2020 • Splash Beverage Group, Inc. • Beverages • Nevada
This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Promissory Note Conversion Agreement (the “Conversion Agreement”) is made as of September 11, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”) and ____________ (the “Holder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 25th, 2019 • Canfield Medical Supply, Inc. • Services-home health care services • California
This STOCK PURCHASE AGREEMENT, dated as of June__, 2019 (this “Agreement”), is entered into by and between Michael J. West ("Seller"”) and WesBev LLC, Inc., a Nevada limited liability company (“Purchaser”). Purchaser and Seller are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
Canfield Medical Supply, Inc.Canfield Medical Supply, Inc. • April 6th, 2020 • Services-home health care services
SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2021 • Splash Beverage Group, Inc. • Beverages • New York
The undersigned (the “Investor”) hereby confirms its agreement with Splash Beverage Group, Inc., a Colorado corporation (the “Company”), as follows:
ContractCanfield Medical Supply, Inc. • April 6th, 2020 • Services-home health care services • Florida
THIS WARRANT AND THE SECUROITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES AND THERE IS FULL COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS, (B) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR (C) ____________, INC. (THE "CORPORATION") RECEIVES AN OPINION OF COUNSEL SELECTED BY THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND COMPLIES WITH APPLICABLE STATE SECURITIES LAWS.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 31st, 2020 • Splash Beverage Group, Inc. • Beverages • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of December 24, 2020, is entered into by and among Copa di Vino Corporation, an Oregon corporation (“Seller”), Copa di Vino Wine Group, Inc., a Nevada corporation (“Buyer”), Splash Beverage Group, Inc., a Nevada corporation (“Splash Nevada”), and Splash Beverage Group, Inc., a Colorado corporation (“Parent”). Buyer, Splash Nevada and Parent are hereafter referred to as the “Buyer Parties.”
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • April 6th, 2020 • Canfield Medical Supply, Inc. • Services-home health care services • Nevada
This Preferred Stock Conversion Agreement (the “Agreement”) is entered into as of December __, 2019 by and between Splash Beverage Group, Inc. a Nevada corporation (the “Company”), and ______________ (the “Preferred Holder”), with reference to the following facts:
EXHIBIT A TO NOTE CONVERSION AGREEMENT REPLACEMENT NOTECanfield Medical Supply, Inc. • April 6th, 2020 • Services-home health care services • Nevada
FOR VALUE RECEIVED, [ ], Inc., a [ ] corporation (the “Company”), hereby unconditionally promises to pay to the order of [ ] whose address is [ ], or its successors or assigns (the “Holder”), the principal amount of [ ] (USD $[ ]) on or prior to 18 months anniversary (for purpose of this Note 18 months shall consist of 540 days) from the date of the closing of the merger (the “Merger Closing Date”) by and among Canfield Medical Supply, Inc., a Colorado corporation, SBG Acquisition, Inc., a Nevada corporation, and Splash Beverage Group, Inc. the Nevada corporation, (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) per annum (the “Applicable Rate”) commencing six months after the Merger Closing Date. This promissory note (the “Note”) is one of several promissory notes (and all modifications, extensions, future advances, supplements, and renewals thereof, and any substitutions therefor of this Note or other promissory n
FORM OF WAIVER AGREEMENTForm of Waiver Agreement • November 13th, 2023 • Splash Beverage Group, Inc. • Beverages
This letter agreement (this “Agreement”) is entered into as of the November 9, 2023, by and between Splash Beverage Group, Inc., a Nevada corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
LEASE AGREEMENTLease Agreement • July 12th, 2012 • Canfield Medical Supply, Inc.
That CHARLES COLUCCI and KAREN COLUCCI, of Mahoning County, Ohio, Lessors, in consideration of the rents, covenants and stipulations hereinafter agreed to be paid, performed, and observed by CANFIELD MEDICAL SUPPLY INC., Lessee, do hereby lease unto said Lessee, the following described premises:
WAIVER AGREEMENTWaiver Agreement • December 18th, 2023 • Splash Beverage Group, Inc. • Beverages
This letter agreement (this “Agreement”) is entered into as of December 11, 2023, by and between Splash Beverage Group, Inc., a Nevada corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
AMENDMENT AGREEMENT NO. 1Amendment Agreement • October 7th, 2020 • Splash Beverage Group, Inc. • Beverages • Nevada
This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger dated as of December 31, 2019 (the “Merger Agreement”) is made as of September___, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”), SBG Acquisition Inc. and Splash Beverage Group, Inc., a Colorado corporation (the “Parent”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENTNon-Competition • December 31st, 2020 • Splash Beverage Group, Inc. • Beverages • Florida
THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is made as of December 24, 2020 (the “Effective Date”), by and among
OPTION AGREEMENTOption Agreement • December 3rd, 2019 • Canfield Medical Supply, Inc. • Services-home health care services • Colorado
THIS OPTION AGREEMENT (this “Agreement”) is entered into and effective as of November 26, 2019 (the “Effective Date”), by and between Canfield Medical Supply, Inc., a Colorado corporation (the “Company”), and [ ] (“Optionee”).
SPLASH BEVERAGE GROUP, INC. AMMENDMENT I SECURITIES PURCHASE AGREEMENT CONVERTIBLE PROMISSORY NOTESecurities Purchase Agreement • August 16th, 2023 • Splash Beverage Group, Inc. • Beverages
This Amendment I is related to SECURITIES PURCHASE AGREEMENT and Convertible Promissory Note both entered into as of February 28, 2023, by and between Splash Beverage Group, Inc., a Nevada corporation (the “Company”), and [ ] (the “Investors” and the “Holders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 31st, 2020 • Splash Beverage Group, Inc. • Beverages • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated December 24, 2020 is entered into by and between Splash Beverage Group, Inc, a Colorado corporation (the “Company” or “Splash”), and James Martin a resident of the State of Oregon (“Executive”).
AGREEMENT REGARDING OTHER ACCOUNTS PAYABLEAgreement Regarding Other Accounts Payable • December 31st, 2020 • Splash Beverage Group, Inc. • Beverages • Florida
This Agreement Regarding Other Accounts Payable (“Agreement”) is entered into on December 24, 2020 by and between Copa di Vino Corporation, an Oregon corporation (“Seller”), on the one hand, and Copa di Vino Wine Group, Inc., a Nevada corporation (“Buyer”), Splash Beverage Group, Inc., a Nevada corporation (“Splash Nevada”), and Splash Beverage Group, Inc., a Colorado corporation (“Parent”), on the other hand. Buyer, Splash Nevada, and Parent are hereafter referred to as the “Buyer Parties.”
EMPLOYMENTAGREEMENTEmployment Agreement • January 30th, 2024 • Splash Beverage Group, Inc. • Beverages • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), dated January 22, 2024, is entered into by and between Splash Beverages Inc., a Nevada Corporation (the “Company”), and Stacy McLaughlin (“Executive”) XXXXXXXXXXX Florida XXXXX.
REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • December 31st, 2020 • Splash Beverage Group, Inc. • Beverages
Splash Beverage Group (“SBG”), f/k/a Canfield Medical Supply, Inc. (the “CMS”), was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado on April 18, 2012. CMS is in the business of home health services, primarily the selling of durable medical equipment and medical supplies to the public, nursing homes, hospitals and other end users.
