展覽10.12

訂閱 協議

本訂閱協議（以下簡稱「協議」）由簽署本協議簽名頁的購買方（以下簡稱「認購方」）交付，與Splash Beverage Group, Inc.進行訂閱（以下簡稱「訂閱」）有關，Splash Beverage Group, Inc.是內華達州的一家公司，在定向增發（以下簡稱「增發」）中最多發行1500萬美元的可轉換應收票據（以下簡稱「票據」）及附帶的認股權證（以下簡稱「權證」）以購買公司普通股的股票（以下簡稱「認股權證股票」）。本協議中，「有價證券」一詞將指代票據、權證、票據可轉換爲的公司普通股（以下簡稱「轉換股份」）和認股權證股票。

重要投資人 通知

任何形式的宣傳資料或廣告都不得用於發行這些證券，除非是這份認購協議及其任何補充材料，任何人未經授權不得作出任何陳述，除非是備忘錄和本文件中包含的陳述。

本協議屬於機密文件，其內容不得由任何人以外的接收方或其代表、會計師或法律顧問複製、分發或泄露，未經公司事先書面同意。每個接收本協議的人都承認和同意前述限制。 接收本協議的人需承認和同意上述限制。

本協議不打算全面地包含或包含您在評估公司或投資該項目時可能需要的所有信息。本協議不包含在根據1933年《證券法》（以下簡稱「證券法」）註冊的發行招股意向書中通常出現的所有信息。在決定是否投資該項目時，您必須進行自己的評估，並參考公司及招股的條款，包括相關的優點和風險。

本協議並不構成對任何人或任何司法管轄區發出或徵求要約的要約。 每個接受本協議交付的人同意如不購買本文所述的任何證券，應將其及所有相關文件退還。

本協議的交付在任何時間段內都不意味着在其日期之後的任何時間此處所含信息是正確無誤的。公司將在每位潛在認購人（以及其代表、會計師或法律顧問，如有）購買證券前，提供機會詢問並收到公司就發行事宜所作回答，以獲取額外信息，只要公司擁有或可以在合理努力或費用下獲得相關信息，以驗證此處所載信息的準確性。所有這些額外信息將僅以書面形式提供，並由公司通過其經正授權的官員和/或董事親自進行標明；不得依賴口頭信息或任何經紀人或第三方提供的信息。

不對公司投資者可能獲得的經濟回報做出任何形式的陳述、保證或保證，也不應該暗示任何種類的經濟回報。

所有居民 州

本次發行僅向「合格投資者」進行，該術語在《證券法》規則501下的D法規中有定義。該證券未在《證券法》或任何州的證券法下注冊，將依賴於4(a)(2)條款和《證券法》規則506下的規定以及州證券法的對應規定進行發行和出售。 法律。

本次提供的證券受限制於可轉讓性和轉售性，並且可能不得未經證券法和適用州法規定的註冊或豁免情況下轉讓或轉售。訂閱用戶數應該意識到，他們將需要承擔這項投資的財務風險，爲一個不確定期限。

本次交易所提供的證券尚未經證券交易委員會批准或駁回（“SEC”），任何州證券委員會或任何其他監管機構亦未對本次交易或本協議的準確性或充分性進行過審查或認可，也未對本次發行的優點進行過審查或認可。任何相反的聲明均屬違法。

潛在的訂閱用戶不應將本協議內容解釋爲投資、法律、業務或稅務建議。每位訂閱用戶應就本投資及其稅務後果與其自己的顧問進行聯繫，因爲依訂閱用戶具體財務狀況可能有所不同。在任何情況下，本協議都不應被視爲或被認爲是公司提供的稅務建議。

佛羅里達州居民 僅限使用

所述證券將在免除佛羅里達州證券法§ 517.061約。持有人進行的交易中出售和收購。所述證券未在佛羅里達州根據該法登記。此外，所有佛羅里達州居民都有權在此類認購者向公司、公司代理人、或託管代理人首次提出代價後的三天內，或者在此類認購者被通知有此權利的三天後行使此購買權利。晚些時候。

對於除居民之外的其他人 美國交易法案交易所

這些證券可能在美國以外進行發行，但只能向符合「合格投資者」定義的個人或實體提供

如上所述，並在投資者問卷中核實 此中含有，所有美國或非美國投資者必須完成

(a)認購根據本協議第2節規定的條件，訂閱人現在訂閱並同意購買簽署頁上所示金額的債券，具體條款和條件如下述。

（b）購買 票據認購方明白並承認，該票據按照其面值進行發行，作爲本簽署頁所規定的總購買價格（「總購買價格」）進行購買。 認購方交付本協議給公司時，須隨附購買此處訂閱的票據的付款，以美元支付，通過將即時可用資金進行電匯交付給公司。認購方明白並同意，根據第2條和適用法律，通過簽署本協議，即是簽訂具約束力的協議。

(c)       存入資金 的所有基金類型。公司將資金的所有現金訂閱直接存入其營運帳戶，因此公司將立即獲得對這些資金的訪問權限。

(d)       訂閱 程序爲了購買股票，認購人應：(i)向Capital Securities交付一份完整並已執行的本協議副本，(ii) 對於美國投資者，應提交一份完整並已執行的投資者問卷，表格見附件A，並附有規則506 不合格事件調查問卷，如果認購人是506 不合格調查問卷首頁所列人員之一；(iii) 將購買股票的資金直接匯入公司在附件b中標明或按要求提供的銀行帳戶。執行並交付本協議將構成對所在頁面簽名的票據的總本金額的不可撤銷認購。公司將酌情接受或拒絕本協議的全部或部分。如果公司僅接受本協議的部分內容，認購人同意購買公司決定向認購人發行的較小金額的票據。如果因任何原因拒絕本協議，則本協議及隨附提交的所有資金或其他任何費用將立即無息或無任何種類的扣除返還給認購人，並且本協議將無效且不再生效。在公司選擇接受或拒絕本協議之前，認購人的認購可以被撤銷。

(a)優先度公司需全面、忠實和準時履行和執行在本協議、證券購買協議、可轉換應付票據、普通股購買認股權證以及與該認購有關的其他一切協議中規定的所有職責、義務和責任。交易文件在參與任何認購時的終結之前，認購方應根據本協議中規定的條款和條件合法承擔購買股票的義務。爲避免歧義，在公司未能在認購方參與的終結之前全面、忠實和準時履行和執行任何交易文件中規定的任何職責、義務和責任的情況下（在下文所定義的終結之前），認購方可自行選擇是否在終結之前選擇不購買票據，並指示公司全額立即退還總購買價格。

（b）結盤。 根據公司和認購人確定的時間和地點，本批款項的購買和出售（「結束」）將在該時間和地點進行。

(c)       以下 接受或拒絕。認購人承認並同意，本協議及任何其他在此交付的文件將在公司執行之前由公司持有。如果由於任何原因公司明確保留拒絕接受本協議的權利，已收到的總購買價格（不含利息）將退還給認購人，退還至本協議中所列認購人的地址。

(d)       普通股票的特殊事件如果在公司接受認購的日期之前，公司： (a) 向現有普通股發行額外的普通股作爲普通股的紅利或其他分配； (b) 對現有的普通股進行股份分割；或（c）將其現有的普通股合併爲更少數量的普通股，則在每次此類事件發生時，按照這些事件的發生，應將票據的轉換價格和認股權證的行使價格調整爲將當時價格乘以一個分數，其分子應爲該事件發生前立即發行的普通股數量，分母應爲該事件發生後立即發行的普通股數量，然後得到的乘積將隨後成爲當時生效的價格。調整後的價格應按照同樣方式在任何在此處描述的連續事件發生時再次調整。

(e)關於調整的證書在股份任何調整或重新調整的每種情況中，公司將立即自費使 其致富金融(臨時代碼)官員或其他適當委託人根據本協議的條款計算此類調整或重新調整，並準備一份證明書，說明此類調整或重新調整的事實細節。公司將立即將每份此類證書副本郵寄給認購人。

每位訂戶，各自而不是共同的，特此承認、同意並聲明，保證並約定給公司，如下：

(a) 甲方具有充分的權力和權限訂立本協議，經授權的執行和交付，本協議構成甲方有效且具有法律約束力的義務，除非破產、重整、清算、停止支付和類似一般適用於與影響債權人權利執行相關的法律所限制，並且除非此處義務的可執行性受到普遍適用於一般公平原則的限制（無論是否被視爲在法律程序中對此可執行性的審議) 此外，不論這種執行是否在衡平法律程序或法律訴訟程序中被認爲，根據重大性、合理性、誠信和公平交易等一般原則，可能無法提供具體履行或禁令救濟。

(b) 認購人承認並理解，證券的發行和銷售旨在根據《證券法》第4(a)(2)條之規定豁免註冊，爲了進一步促成該事宜，認購人向公司及其關聯方作出以下陳述和保證：

(i)       訂閱者意識到，即使本文所載的陳述是足以使訂閱者獲得登記豁免的，但如果訂閱者僅僅是在未來的某段固定或可確定期間內購買證券，或者是爲了市場上漲，或者是爲了在市場不上漲時出售證券，那麼所述的登記豁免依據可能並不存在。訂閱者並無任何此類 意圖。

(ii)       認購人意識到，如果該發行是爲了規避《證券法》或任何適用的州或聯邦證券法規定而進行計劃或方案的一部分，那麼豁免的依據將不可用，但根據註冊聲明的銷售或根據《證券法》豁免的銷售除外。

(iii)       訂閱人僅爲其自身的利益帳戶和投資目的而取得證券，並非出於對證券的任何分銷意圖或與之相關的轉售。

(iv)       訂戶具備承擔投資經濟風險的財務能力，有足夠的手段滿足其當前需求和意外情況，並且不需要爲對公司的投資提供流動性。

(v)       認購人及認購人的律師、會計師、購買代表和/或稅務顧問，如有的話（統稱「顧問」），在財務和業務事項方面具有足夠的知識和經驗，能夠評估證券的前景和風險。如果認購人不是個人，則還需聲明其不僅僅是爲了收購證券而設立。

(vi)       訂閱者（以及其顧問，如有）已收到所請求的所有文件（如有），在執行本協議之前已仔細審閱這些文件並理解其中包含的信息。

(c) 投資者在此投資中與公司或其員工、代理人、分包代理人或顧問就法律、稅收、經濟及相關考慮事項並未提供參考。投資者僅依賴其顧問的建議或諮詢。每位顧問（若有）已向投資者書面披露（本協議附件中附有副本）顧問與公司或任何關聯公司或分包代理的過去、現在或未來關係的具體細節。

(d) 訂閱人已經仔細考慮到涉及公司和證券購買的潛在風險，並充分理解證券是一種涉及高風險的投資，並存在投資者完全投資損失的風險。訂閱人已經審核了公司最近1A表格中列出的風險因素，這些因素作爲附表I附加到證券購買協議中。訂閱人知悉公司可能會根據不同條款進行其他證券發行。

(e)       The Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.

(f)       No oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with the Offering, other than any representations of the Company contained herein, and in subscribing for the Shares the Subscriber is not relying upon any representations other than those contained herein.

(g)       The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive.

(h)       The Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(i)       Neither the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering. There is no government or other insurance covering any of the Securities.

(j)       The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any.

(k)       In making the decision to invest in the Securities, Subscriber has relied upon the information provided by the Company in the Splash Beverage Group Investor Presentation dated February 2024 (“Offering Materials”), and upon information contained in the Company’s public filings. Subscriber has been advised to discuss with his, her, or its counsel the representations, warranties and agreements which Subscriber is making by signing this Subscription Agreement, the applicable limitations upon Subscriber’s resale of the Securities, and the investment, tax and legal consequences of this Subscription Agreement. No oral or written representations have been made and no oral or written information has been furnished to the Subscriber or his advisor(s) in connection herewith that were in any way inconsistent with the information set forth in the Offering Materials or the public filings and Subscriber disclaims reliance on any statements made or information provided by the Company, the Selling Agent(s) or any of their respective employees, counsel or agents or any other person or entity in the course of Subscriber’s consideration of an investment in the Securities other than those set forth in the Offering Materials and the public filings.

(l)       Unless otherwise indicated on a separate sheet of paper that details any such affiliation submitted by Subscriber to the Company along with this completed Subscription Agreement, Subscriber is not affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority (“FINRA”) as an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director, partner or shareholder of a FINRA member broker-dealer firm.

(m)       The Subscriber hereby acknowledges that the Company makes filings with the Commission and the Subscriber represents and warrants that the Subscriber has carefully reviewed the Company’s filings with the Commission including the Company’s 10-K for the year ended December 31, 2023, the Company’s current reports on Form 8-K (as well as any amendments to such Current Reports) filed with the Commission since December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

(n)       The Subscriber acknowledges that the Company intends to use the proceeds of the Offering for working capital and general corporate purposes. The Subscriber further acknowledges that the Company will have broad discretion in the use of net proceeds of the Offering.

(o)       The Subscriber acknowledges that officers, directors, employees, agents and affiliates of the Company may also purchase Securities on the same terms as the Subscriber.

(p)       The Subscriber represents and warrants to the Company that prior to the purchase of the Shares it has not entered into or effected any “short sales” of any shares of Common Stock of the Company or any hedging transaction which establishes a net short position with respect to the shares of Common Stock of the Company, and (ii) covenants to the Company that for a period of twelve months from the sale of the Shares it will not enter into or effect, any “short sales” of any shares of Common Stock of the Company or any hedging transaction which establishes a net short position with respect to the shares of Common Stock of the Company.

(q)       The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.

(r)       The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity. Furthermore, the Subscriber represents and warrants that: (i) the Subscriber was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company.

(s)       The Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.

(t)       No oral or written representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if any, in connection with the Offering that are in any way inconsistent with the information contained herein.

(u)       (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates.

(v)       This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.

(w)      The Subscriber is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act.

(x)       The Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such investment. The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the Offering. The Subscriber is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(y)       The Subscriber acknowledges that there is limited trading market for the Shares and no trading market for the Notes or the Warrants. The Company does not anticipate that a market for the Notes or Warrants will ever develop. Further an active trading market for the Company’s common stock may never develop or, if developed, may not be maintained. The Subscriber will likely be unable to sell their securities unless a market can be established or maintained.

(z)       Subscriber acknowledges that the Company has given such Investor access to the corporate records of the Company and to all information in its possession relating to the Company, has made its officers and representatives available for interview by such Investor, and has furnished such Investor with all documents and other information required for such Investor to make an informed decision with respect to the purchase of the Securities.

(aa)    Subscriber acknowledges that the Subscriber has received no representation from the Company’s counsel about the personal tax or other consequences of a purchase of the Securities as contemplated in this Agreement. Such Subscriber has relied on the Investor’s own legal and tax counsel to the extent such Investor deems necessary as to all matters and questions concerning the purchase of the Securities and has not relied on any opinion of the Company, its counsel, or accountants. Furthermore, such Subscriber has obtained, to the extent the Investor deems necessary, the Subscriber’s own professional advice with respect to the risks involved with the purchase of the Securities, and the suitability of the investment in the Securities in light of the Subscriber’s financial condition and investment needs.

The Company hereby acknowledges, agrees with and represents, warrants and covenants to each Subscriber, as follows:

(a)       Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. This Agreement has been, and the other Transaction Documents will be, prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(b)       Issuance of Securities. The issuance of the Notes and Warrants is duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of the Conversion Shares and the Warrant Shares, upon conversion or exercise, will be duly authorized, and upon issuance in accordance with the applicable Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Subscribers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.

(c)       Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than (i) the filing with the SEC of a Form D under Regulation D of the Securities Act and (ii) any action necessary in order to qualify the Securities, and any other filings as may be required by any state securities agencies or “Blue Sky” laws of the states of the United States. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the Closing have been obtained or effected on or prior to each Closing Date, and neither the Company nor its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. As used herein, Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind

(d)       No General Solicitation. Neither the Company, nor its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(e)       No Integrated Offering. The Company has not directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.

(a)       Indemnification. The undersigned agrees to indemnify and hold harmless the Company and any other finder or selling agent assisting in the sale of Units and their respective officers and directors, employees and affiliates and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the undersigned, or the undersigned’s breach of, or failure to comply with, any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to the Company, its officers and directors, employees and its affiliates and each other person, if any, who controls any of the foregoing in connection with this transaction.

a)        The Closing of the sale of the Securities is conditioned upon satisfaction of the conditions precedent set forth in the Securities Purchase Agreement, and the following, on or before the Closing Date.

b)        As of the Closing, no legal action, suit or proceeding shall be pending against the Company that seeks to restrain or prohibit the transactions contemplated by this Agreement.

c)        The representations and warranties of the Company and the Subscribers contained in this Agreement shall have been true and correct in all material respects on the date of this Agreement (except whether such representations are qualified by material or material adverse effect, which shall be true and correct in all respects) and shall be true and correct as of the Closing as if made on the Closing Date and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company in connection with the consummation of the transactions contemplated by the Transaction Documents at or prior to the Closing Date and the Company shall deliver a certificate, executed by its Chief Executive Officer, dated as of the Closing Date, certifying that the foregoing is true.

(a)       Each of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation and review of this Agreement and related documentation.

(b)       Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

(c)       The representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution and delivery of this Agreement and the delivery of the Securities.

(d)       Any party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth on the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier, messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.

(e)       Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

(f)       This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

(g)       The Company and each Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in Monroe County, New York, and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York located in Monroe County, New York, with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

(h)       WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(i)       This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the Subscriber, , has executed this Agreement on the day of August, 2024.

Manner in which Title is to be held (Please Check One):

ALTERNATIVE DISTRIBUTION INFORMATION

To direct distribution to a party other than the registered owner, complete the information below.

YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.

Name of Firm (Bank, Brokerage, Custodian):
Account Name:

Account Number:
Representative Name:
Representative Phone Number: Address:

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IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN. INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE THE NEXT PAGE. EXECUTION BY NATURAL PERSONS

EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, LLC, Trust, Etc.)