Splash Beverage Group, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT SPLASH BEVERAGE GROUP, INC.Security Agreement • 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.
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:
Form of SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2024 • Splash Beverage Group, Inc. • Beverages • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2024, 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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 21st, 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., 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
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2024 • Splash Beverage Group, Inc. • Beverages
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2024, 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”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • 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.
COMMON STOCK PURCHASE WARRANT CANFIELD MEDICAL SUPPLY, INC.Common Stock Agreement • August 18th, 2020 • 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 Canfield Medical Supply, Inc., an Ohio 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 _____________, 2020.
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”).
CLASS A WARRANT SPLASH BEVERAGE GROUP, INC.Security Agreement • June 26th, 2025 • Splash Beverage Group, Inc. • Beverages
THIS CLASS A WARRANT (the “Warrant”) certifies that, for value received, [*] or its 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 after the Shareholder Approval Date (the “Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) one-year after the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Splash Beverage Group, Inc., a Nevada corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 2(b).
SPLASH BEVERAGE GROUP, INC. Series A Preferred Shares SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • June 13th, 2025 • Splash Beverage Group, Inc. • Beverages • New York
THIS AGREEMENT, dated as of June 10, 2025, is by and between Splash Beverage Group, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
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 WARRANTSecurity Agreement • August 16th, 2023 • Splash Beverage Group, Inc. • 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 _________.
Agreement and Plan of Merger dated as of December 31, 2019 and entered into by and among Canfield Medical Supply, Inc., a Colorado corporation and SBG Acquisition Inc., a Nevada Corporation, and Splash Beverage Group, Inc., a Nevada corporation,...Merger Agreement • January 7th, 2020 • Canfield Medical Supply, Inc. • Services-home health care services • Nevada
This Agreement and Plan of Merger (this “Agreement”), dated as of December 31, 2019, is entered into by and among Canfield Medical Supply, a Colorado corporation (“Parent”), SBG Acquisition Inc., a Nevada corporation wholly owned by Parent (“Sub”), and Splash Beverage Group, Inc., a Nevada corporation (“Company” or “Splash”), with respect to the following matters:
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).
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
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:
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.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2024 • Splash Beverage Group, Inc. • Beverages • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), dated April 22, 2024 (“Effective Date”), is entered into by and between Splash Beverage Group, Inc., a Nevada Corporation (the “Company”), and Julius Ivancsits (“Executive”), a resident of Miami, Florida located at 1300 South Miami Ave., Unit 2909, Miami, FL 33130. The parties are sometimes individually referred to as “Party” and collectively as “Parties.”
SPLASH BEVERAGE GROUP, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2024 • Splash Beverage Group, Inc. • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August ____, 2024, 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”).
Canfield Medical Supply, Inc.Shares Lock-Up Agreement • April 6th, 2020 • Canfield Medical Supply, Inc. • Services-home health care services
COMMON STOCK PURCHASE WARRANT SPLASH BEVERAGE GROUP, INC.Security Agreement • January 3rd, 2023 • 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 Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock 100% 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 _______
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 25th, 2025 • Splash Beverage Group, Inc. • Beverages • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2025 (the “Execution Date”), is entered into by and between SPLASH BEVERAGE GROUP, INC., a Nevada corporation (the “Company”), and ________________________ (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein. This Agreement is one of a series of Note Purchase Agreements (such other Note Purchase Agreements, the “Other Agreements”) pursuant to which secured convertible promissory notes are being sold on the terms set forth in the Transaction Documents (as defined below) (such other notes, the “Other Notes,” and together with the Note (as defined below) being sold and issued hereunder, collectively, the “Notes”)). Reference herein to “Buyers” or “a Buyer” refers to the Buyer and the other investors under the Other Agreements. The aggregate principal of the Notes shall be $2,200,000.
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:
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • September 25th, 2025 • Splash Beverage Group, Inc. • Beverages • Nevada
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of April 4, 2025 (the “Effective Date”), is by and between Copa Di Vino Wine Group Inc. and Splash Beverage Group II, Inc. (collectively, the “Licensors”) and Copa Di Vino Corporation (the “Licensee”).
ContractWarrant Agreement • April 6th, 2020 • Canfield Medical Supply, Inc. • 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.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2025 • Splash Beverage Group, Inc. • Beverages • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2025 (the “Execution Date”), by and between SPLASH BEVERAGE GROUP, Inc., a Nevada corporation (the “Company”), and_____, a Delaware limited partnership (the “Investor”).
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:
Splash Beverage Group, Inc.Securities Exchange Letter Agreement • June 26th, 2025 • Splash Beverage Group, Inc. • Beverages
As of the date hereof, Splash Beverage Group, Inc. (the “Debtor” or the “Company”) and [_________] (the “Holder,” and together with the Debtor, the “Parties”) acknowledge that certain obligations (the “Outstanding Balance”) are currently owed by the Debtor to the Holder under the certain Promissory Note(s) issued by the Company to the Holder (the “Note”).
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • 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:
AMENDMENT AGREEMENT NO. 1Promissory Note Conversion 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”).
EXHIBIT A TO NOTE CONVERSION AGREEMENT REPLACEMENT NOTENote Conversion Agreement • April 6th, 2020 • Canfield Medical Supply, Inc. • 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
AMENDMENT AGREEMENT NO. 1Preferred Stock Conversion Agreement • October 7th, 2020 • Splash Beverage Group, Inc. • Beverages • Nevada
This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Preferred Stock 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”).
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:
AMENDMENT AGREEMENT NO. 1Merger 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”).