Common use of INVESTOR’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: 4.1 The undersigned is acquiring the Units, including the Shares and Class Warrants for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for which the undersigned is subscribing or any part of the Securities. 4.2 The undersigned has full power and authority to enter into this Reg S Subscription Agreement, the execution and delivery of this Reg S Subscription Agreement has been duly authorized and this Reg S Subscription Agreement constitutes a valid and legally binding obligation of the undersigned. 4.3 The undersigned is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investments generally. 4.4 The undersigned understands that, except as otherwise expressly provided herein, the Investor does not have "demand registration rights" nor is the Company under any obligation to register the Shares, Class A Warrants or Warrant Shares under the Act upon the written or other demand of the Investor. 4.5 The undersigned is: (i) not a "U.S. Person" as that term is defined in Rule 902 of Reg S; (ii) an "accredited investor" as defined in Rule 501 of Reg D; (iii) is experienced in making investments of the kind described in this Reg S Subscription Agreement and the related documents and is able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates), to protect his/her/its own interests in connection with the transactions described in this Reg S Subscription Agreement, and the related documents; and (iv) is to afford the entire loss of his/her/its investment in the Securities. 4.6 The undersigned acknowledges his understanding that the Unit Offering is intended to be exempt from registration under the Act, based upon the exemption provided under Regulation S promulgated by the SEC under the Act. 4.7 In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company as follows: (i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned is acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The undersigned has the financial ability to bear the economic risk of his/her/its investment i n the Securities, has adequate means for providing for his/her/its current needs and contingencies and has no need for liquidity with respect to its investment in the Units offered by the Company; (iii) The undersigned, either individually or by its officers and principals, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities; (iv) The undersigned, if an entity and not a "natural person," represents it has not been organized for the purpose of acquiring the Securities; (v) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Unit Offering, the Company and all other information the undersigned deems relevant, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (vi) The undersigned has carefully reviewed all of the Company's filings (the "Exchange Act Reports") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and acknowledges that the Company is current in its reporting obligations (the "Exchange Act Reports") under the Exchange Act. 4.8 The undersigned is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in his/her/its investment in the Securities and the undersigned has relied solely on his/her/its own financial expertise and/or that of his/her/its legal , financial and investment advisors. if any. 4.9 No representations or warranties have been made to the undersigned by the Company, or any officer, director, employee, agent, affiliate or representative of the Company, other than the representations made by the Company in writing as contained herein and, in subscribing for purchase of the Units, the undersigned is not relying upon any representations other than those contained herein. 4.10 Any resale of the Securities shall only be made in compliance with exemptions from registration afforded by Regulation S promulgated by the SEC under the Act. Further, any such sale of the Securities will be made in full compliance with the federal securities laws of the United States. 4.11 The undersigned understands that the Securities are being offered and sold in reliance on an exemption from the registration requirements of United States federal securities laws under Regulation S promulgated by the SEC under the Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the availability of such exemptions and the suitability of the undersigned to acquire the Securities. 4.12 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. 4.13 The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. 4.14 The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Securities will not cause such overall commitment to become excessive. 4.15 The undersigned has reviewed and/or has had the opportunity to review all Exchange Act Reports and other documents filed by the Company with the SEC. 4.16 The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the representations and warranties provided herein or previously provided to the Company are true, correct and complete in all material respects as of the date hereof and will be as of the Closing. 4.17 Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company i n determining to invest i n the Securities. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his/her/its investment in the Securities is suitable and appropriate for the undersigned. 4.18 The undersigned is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Securities or the Company; or (iii) guaranteed or insured any investment in the Securities or any investment made in or by the Company. 4.19 The undersigned understands that the Unit Offering Purchase Price does not necessarily bear any relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company and its management after taking into consideration, among other things, the recent trading range of the Company's Shares on the OTCQB, the Company's new business direction and the Company's new license agreement, as reported in the Company's recent Exchange Act Reports 4.20 The undersigned further understands that there is a substantial risk of further dilution on his/her/its investment i n the Company as a result of the issuance and sale of additional Securities by the Company.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The undersigned investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: 4.1 The undersigned is acquiring the Units, including the Shares and Class Warrants for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for which the undersigned is subscribing or any part of the Securities. 4.2 The undersigned has full power and authority to enter into this Reg S D Subscription Agreement, the execution and delivery of this Reg S D Subscription Agreement has been duly authorized and this Reg S D Subscription Agreement constitutes a valid and legally binding obligation of the undersigned. 4.3 The undersigned is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investments generally. 4.4 The undersigned understands that, except as otherwise expressly provided herein, the Investor does not have "demand registration rights" nor is the Company under any obligation to register the Shares, Class A Warrants or Warrant Shares under the Act upon the written or other demand of the Investor. 4.5 The undersigned is: (i) not a "U.S. Person" as that term is defined in Rule 902 of Reg S; (ii) an "accredited investor" as defined in Rule 501 of Reg D; (iiiii) is experienced in making investments of the kind described in this Reg S D Subscription Agreement and the related documents documents; and (iii) is able, by reason of the his/her/its business and financial experience of its officers and professional advisors (advisors, if any and who are not affiliated with or compensated in any way by the Company or any of its affiliates), to protect his/her/its own interests in connection with the transactions described in this Reg S D Subscription Agreement, and the related documents; and (iv) is able to afford the entire loss of his/her/its investment in the Securities. 4.6 The undersigned acknowledges his understanding that the Unit Offering is intended to be exempt from registration under the Act, based upon the exemption provided under Regulation S D promulgated by the SEC under the Act. 4.7 In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company as follows: (i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned is acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The undersigned has the financial ability to bear the economic risk of his/her/its investment i n in the Securities, has adequate means for providing for his/her/its current needs and contingencies and has no need for liquidity with respect to its investment in the Units offered by the Company; (iii) The undersigned, either individually or by its officers and principals, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities; (iv) The undersigned, if an entity and not a "natural person," represents it has not been organized for the purpose of acquiring the Securities; (v) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Unit Offering, the Company and all other information the undersigned deems relevant, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (vi) The undersigned has carefully reviewed all of the Company's filings (the "Exchange Act Reports") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and acknowledges that the Company is current in its reporting obligations (the "Exchange Act Reports") Reports under the Exchange Act. 4.8 The undersigned is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in his/her/its investment in the Securities and the undersigned has relied solely on his/her/its own financial expertise and/or that of his/her/its legal legal, financial and investment advisors. if any. 4.9 No representations or warranties have been made to the undersigned by the Company, or any officer, director, employee, agent, affiliate or representative of the Company, other than the representations made by the Company in writing as contained herein and, in subscribing for purchase of the Units, the undersigned is not relying upon any representations other than those contained herein. 4.10 Any resale of the Securities shall only be made in compliance with exemptions from registration afforded by Regulation S D promulgated by the SEC under the Act. Further, any such sale of the Securities will be made in full compliance with the federal securities laws of the United States. 4.11 The undersigned understands that the Securities are being offered and sold in reliance on an exemption from the registration requirements of United States federal securities laws under Regulation S D promulgated by the SEC under the Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the availability of such exemptions and the suitability of the undersigned to acquire the Securities. 4.12 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. 4.13 The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. 4.14 The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Securities will not cause such overall commitment to become excessive. 4.15 The undersigned has reviewed and/or has had the opportunity to review all Exchange Act Reports and other documents filed by the Company with the SEC. 4.16 The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the representations and warranties provided herein or previously provided to the Company are true, correct and complete in all material respects as of the date hereof and will be as of the Closing. 4.17 Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company i n in determining to invest i n in the Securities. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his/her/its investment in the Securities is suitable and appropriate for the undersigned. 4.18 The undersigned is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Securities or the Company; or (iii) guaranteed or insured any investment in the Securities or any investment made in or by the Company. 4.19 The undersigned understands that the Unit Offering Purchase Price does not necessarily bear any relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company and its management after taking into consideration, among other things, the recent trading range of the Company's Shares on the OTCQB, the Company's new business direction and the Company's new license agreement, as reported in the Company's recent Exchange Act Reports. 4.20 The undersigned further understands that there is a substantial risk of further dilution on his/her/its investment i n in the Company as a result of the issuance and sale of additional Securities by the Company.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The undersigned Investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: 4.1 3.1 The undersigned is acquiring the Units, including the Shares and Class Warrants Notes for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities Notes for which the undersigned is subscribing or any part of the Securitiesthereof. 4.2 3.2 The undersigned has full power and authority to enter into this Reg S Subscription Agreement, the execution and delivery of this Reg S Subscription Agreement has been duly authorized and this Reg S Subscription Agreement constitutes a valid and legally binding obligation of the undersignedundersigned Investor. 4.3 3.3 The undersigned Investor affirms that he/she/it is not subscribing for the Units Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investments generally. 4.4 3.4 The undersigned Investor understands that, except as otherwise expressly provided herein, the Investor does not have "demand registration rights" rights nor is the Company under any obligation to register the Shares, Class A Warrants Notes or Warrant the Shares underlying conversion of the Notes under the Act upon the written or other demand of the InvestorInvestor or otherwise. 4.5 3.5 The undersigned is: (i) not a "U.S. Person" as that term is defined in Rule 902 of Reg S; (ii) an "accredited investor" as defined in Rule 501 of Reg D; (iiiii) is experienced in making investments of the kind described in this Reg S Subscription Agreement and the related documents and Agreement; (iii) is able, by reason of the his/her/its business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates)experience, to protect his/her/its own interests in connection with the transactions described in this Reg S Subscription Agreement, and the related documents; and (iv) is able to afford the entire loss of his/her/its investment in the SecuritiesNotes. 4.6 3.6 The undersigned Investor acknowledges his his/her/its understanding that the Unit Offering is intended to be exempt from registration under the Act, based upon the exemption provided under Regulation S D promulgated by the SEC under the Act. 4.7 3.7 In furtherance thereof, in addition to the other representations and warranties of the undersigned Investor made herein, the undersigned further represents and warrants to and agrees with the Company as follows: (i) The the undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned is subscribing for and acquiring the Securities Notes for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The the undersigned has the financial ability to bear the economic risk of his/her/its investment i n in the Securities, has adequate means for providing for his/her/its current needs and contingencies and has no need for liquidity with respect to its investment in the Units Securities offered by the Company; (iii) The the undersigned, either individually or by its officers and principals, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the SecuritiesSecurities p; (iv) The the undersigned, if an entity and not a "natural person," represents it has not been organized for the purpose of acquiring the Securities; (v) The the undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Unit Offering, the Company and all other information the undersigned deems relevant, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (vi) The the undersigned has carefully reviewed all understands that as of the Company's filings (date of this Offering and perhaps for the "Exchange Act Reports") foreseeable future, the Company is not a reporting company under nor has it filed any reports with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). Notwithstanding the foregoing, the undersigned acknowledges that the Company has filed reports with the OTC Markets under its former name, Innovative Beverage Group Holdings, Inc. (OTC: IBGH) and acknowledges that as of the date of this Subscription Agreement, the Company is current in its reporting obligations (the "Exchange Act Reports") under the Exchange Actwith OTC Markets. 4.8 3.8 The undersigned is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in his/her/its investment in the Securities and the undersigned has relied solely on his/her/its own financial expertise and/or that of his/her/its legal legal, financial and investment advisors. if any. 4.9 3.9 No representations or warranties have been made to the undersigned by the Company, or any officer, director, employee, agent, affiliate or representative of the Company, other than the representations made by the Company in writing as contained herein and, in subscribing for purchase of the UnitsNotes, the undersigned is not relying upon any representations other than those contained herein. 4.10 3.10 Any resale of the Securities Notes or the Shares underlying conversion of the Notes shall only be made in compliance with exemptions from registration afforded by Regulation S Reg D promulgated by the SEC under the Act. Further, any such sale of the such Securities will be made in full compliance with the federal securities laws of the United States. 4.11 3.11 The undersigned understands that the Securities Notes are being offered and sold in reliance on an exemption from the registration requirements of United States federal securities laws under Regulation S Reg D promulgated by the SEC under the Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the availability of such exemptions and the suitability of the undersigned to acquire the Securities. 4.12 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. 4.13 3.12 The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. 4.14 3.13 The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Securities will not cause such overall commitment to become excessive. 4.15 The undersigned has reviewed and/or has had the opportunity to review all Exchange Act Reports and other documents filed by the Company with the SEC. 4.16 3.14 The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the representations and warranties provided herein or previously provided to the Company are true, correct and complete in all material respects as of the date hereof and will be as of the Closing. 4.17 3.15 Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company i n in determining to invest i n in the Securities. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's ’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities Shares and on that basis basis, believes that his/her/its investment in the Securities is suitable and appropriate for the undersigned. 4.18 3.16 The undersigned is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Securities Notes subject to this Offering or the Company; or (iii) guaranteed or insured any investment in the Securities or any investment made in or by the Company. 4.19 3.17 The undersigned understands that the Unit Offering Purchase Price Notes and the conversion price of $1.00 per Share applicable to the Principal Amount and accrued Interest does not necessarily bear any relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company and its management after taking into consideration, among other things, the recent trading range of the Company's Shares on the OTCQB, the Company's new business direction direction, pending name change and the Company's new license agreementReverse Split, all as publicly reported in the Company's recent Exchange Act Reportspress releases. 4.20 3.18 The undersigned further understands that there is a substantial risk of further dilution on his/her/its investment i n in the Company as a result because of the issuance and sale of additional Notes, Shares or other Securities by the Company.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: 4.1 The undersigned is acquiring the Units, including the Shares and Class Warrants for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities for which the undersigned is subscribing or any part of the Securities. 4.2 The undersigned has full power and authority to enter into this Reg S Subscription Agreement, the execution and delivery of this Reg S Subscription Agreement has been duly authorized and this Reg S Subscription Agreement constitutes a valid and legally binding obligation of the undersigned. 4.3 The undersigned is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investments generally. 4.4 The undersigned understands that, except as otherwise expressly provided herein, the Investor does not have "demand registration rights" nor is the Company under any obligation to register the Shares, Class A Warrants or Warrant Shares under the Act upon the written or other demand of the Investor. 4.5 The undersigned is: (i) not a "U.S. Person" as that term is defined in Rule 902 of Reg S; (ii) an "accredited investor" as defined in Rule 501 of Reg D; (iii) is experienced in making investments of the kind described in this Reg S Subscription Agreement and the related documents and is able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates), to protect his/her/its own interests in connection with the transactions described in this Reg S Subscription Agreement, and the related documents; and (iv) is to afford the entire loss of his/her/its investment in the Securities.of 4.6 The undersigned acknowledges his understanding that the Unit Offering is intended to be exempt from registration under the Act, based upon the exemption provided under Regulation S promulgated by the SEC under the Act. 4.7 In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company as follows: (i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned is acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The undersigned has the financial ability to bear the economic risk of his/her/its investment i n the Securities, has adequate means for providing for his/her/its current needs and contingencies and has no need for liquidity with respect to its investment in the Units offered by the Company; (iii) The undersigned, either individually or by its officers and principals, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities; (iv) The undersigned, if an entity and not a "natural person," represents it has not been organized for the purpose of acquiring the Securities; (v) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Unit Offering, the Company and all other information the undersigned deems relevant, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (vi) The undersigned has carefully reviewed all of the Company's filings (the "Exchange Act Reports") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and acknowledges that the Company is current in its reporting obligations (the "Exchange Act Reports") under the Exchange Act. 4.8 The undersigned is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in his/her/its investment in the Securities and the undersigned has relied solely on his/her/its own financial expertise and/or that of his/her/its legal , financial and investment advisors. if any. 4.9 No representations or warranties have been made to the undersigned by the Company, or any officer, director, employee, agent, affiliate or representative of the Company, other than the representations made by the Company in writing as contained herein and, in subscribing for purchase of the Units, the undersigned is not relying upon any representations other than those contained herein. 4.10 Any resale of the Securities shall only be made in compliance with exemptions from registration afforded by Regulation S promulgated by the SEC under the Act. Further, any such sale of the Securities will be made in full compliance with the federal securities laws of the United States. 4.11 The undersigned understands that the Securities are being offered and sold in reliance on an exemption from the registration requirements of United States federal securities laws under Regulation S promulgated by the SEC under the Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the availability of such exemptions and the suitability of the undersigned to acquire the Securities. 4.12 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. 4.13 The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. 4.14 The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Securities will not cause such overall commitment to become excessive. 4.15 The undersigned has reviewed and/or has had the opportunity to review all Exchange Act Reports and other documents filed by the Company with the SEC. 4.16 The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the representations and warranties provided herein or previously provided to the Company are true, correct and complete in all material respects as of the date hereof and will be as of the Closing. 4.17 Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company i n determining to invest i n the Securities. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his/her/its investment in the Securities is suitable and appropriate for the undersigned. 4.18 The undersigned is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Securities or the Company; or (iii) guaranteed or insured any investment in the Securities or any investment made in or by the Company. 4.19 The undersigned understands that the Unit Offering Purchase Price does not necessarily bear any relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company and its management after taking into consideration, among other things, the recent trading range of the Company's Shares on the OTCQB, the Company's new business direction and the Company's new license agreement, as reported in the Company's recent Exchange Act Reports 4.20 The undersigned further understands that there is a substantial risk of further dilution on his/her/its investment i n the Company as a result of the issuance and sale of additional Securities by the Company.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The undersigned Investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: 4.1 2.1 The undersigned is acquiring the UnitsNote, including and/or Shares underlying the Shares and Class Warrants Note, for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities the Note, or Shares underlying the Note, or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities Notes for which the undersigned is subscribing or any part of the Securitiesthereof. 4.2 2.2 The undersigned has all requisite and full power and authority (and in the case of an individual, the capacity) to enter into this Reg S Subscription Agreement, to execute and deliver this Subscription Agreement, to perform all the execution obligations required to be performed by the undersigned hereunder, such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned, and delivery of this Reg S Subscription Agreement has been duly authorized and this Reg S Subscription Agreement constitutes a valid and legally binding obligation of the undersignedundersigned Investor. 4.3 2.3 The undersigned Investor affirms that he/she/it is not subscribing for the Units Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investments generally. 4.4 2.4 The undersigned Investor understands that, except as otherwise expressly provided herein, the Investor does not have "demand registration rights" rights nor is the Company under any obligation to register the SharesNotes or the Shares underlying the Notes (collectively, Class A Warrants or Warrant Shares the “Securities”) under the Act upon the written or other demand of the InvestorInvestor or otherwise. 4.5 2.5 The undersigned is: (i) not a "U.S. Person" as that term is defined in Rule 902 of Reg S; (ii) an "“accredited investor" ” as defined in Rule 501 of Reg D; (iiiii) is experienced in making investments of the kind described in this Reg S Subscription Agreement and the related documents and Agreement; (iii) is able, by reason of the his/her/its business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates)experience, to protect his/her/its own interests in connection with the transactions described in this Reg S Subscription Agreement, and the related documents; and (iv) is able to afford the entire loss of his/her/its investment in the SecuritiesNotes. 4.6 2.6 The undersigned Investor acknowledges his his/her/its understanding that the Unit Offering is intended to be exempt from registration under the Securities Act, based upon the exemption provided under Regulation S D promulgated by the SEC Securities and Exchange Commission (SEC) under the Securities Act. The undersigned represents that he is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 4.7 2.7 In furtherance thereof, in addition to the other representations and warranties of the undersigned Investor made herein, the undersigned further represents and warrants to and agrees with the Company as follows: (i) The the undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned is subscribing for and acquiring the Securities Notes for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The the undersigned has the financial ability to bear the economic risk of his/her/its investment i n in the Securities, has adequate means for providing for his/her/its current needs and contingencies and has no need for liquidity with respect to its investment in the Units Securities offered by the Company; (iii) The the undersigned, either individually or by its officers and principals, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities; (iv) The the undersigned, if an entity and not a "“natural person," ” represents it has not been organized for the purpose of acquiring the Securities; (v) The the undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Unit Offering, the Company and all other information the undersigned deems relevant, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (vi) The the undersigned has carefully reviewed all understands that as of the Company's filings (date of this Offering and perhaps for the "Exchange Act Reports") foreseeable future, the Company is not a reporting company under nor has it filed any reports with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act") and ”). Notwithstanding the foregoing, the undersigned acknowledges that the Company has filed reports with the OTC Markets under its former name, Innovative Beverage Group Holdings, Inc. (OTC: IBGH), and its current name, Quantum Computing, Inc. (OTC: QUBT) and that as of the date of this Subscription Agreement, the Company is not current in its reporting obligations (with OTC Markets. The Investor understands that Quantum Computing, Inc. may be considered a “shell company” as defined in Rule 405 of the "Exchange Act Reports") and may be a shell company for the foreseeable future, even if it becomes a reporting company under the Exchange Act. 4.8 2.8 The undersigned is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in his/her/its investment in the Securities and the undersigned has relied solely on his/her/its own financial expertise and/or that of his/her/its legal legal, financial and investment advisors. if any... 4.9 2.9 No representations or warranties have been made to the undersigned by the Company, or any officer, director, employee, agent, affiliate or representative of the Company, other than the representations made by the Company in writing as contained herein and, in subscribing for purchase of the UnitsSecurities, the undersigned is not relying upon any representations other than those contained herein. 4.10 2.10 Any resale of the Securities Notes or the Shares underlying conversion of the Notes shall only be made in compliance with exemptions from registration afforded by Regulation S Reg D promulgated by the SEC under the Securities Act. Further, any such sale of the such Securities will be made in full compliance with the federal securities laws of the United States. 4.11 2.11 The undersigned understands that the Securities Notes are being offered and sold in reliance on an exemption from the registration requirements of United States federal securities laws under Regulation S Reg D promulgated by the SEC under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the availability of such exemptions and the suitability of the undersigned to acquire the Securities. 4.12 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. 4.13 2.12 The undersigned understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. 4.14 2.13 The undersigned's ’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's ’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive. 4.15 The undersigned has reviewed and/or has had the opportunity to review all Exchange Act Reports and other documents filed by the Company with the SEC. 4.16 2.14 The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the representations and warranties provided herein or previously provided to the Company are true, correct and complete in all material respects as of the date hereof and will be as of the Closing. 4.17 Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company i n determining to invest i n the Securities. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned's own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his/her/its investment in the Securities is suitable and appropriate for the undersigned. 4.18 2.15 The undersigned is aware that no federal or state agency has: (i) made any finding or determination as to the fairness of this investment; (ii) made any recommendation or endorsement of the Securities Notes subject to this Offering or the Company; or (iii) guaranteed or insured any investment in the Securities or any investment made in or by the Company. 4.19 2.16 The undersigned understands that the Unit Offering Purchase Price Notes and the conversion price of $1.00 per Share applicable to the principal amount and accrued interest does not necessarily bear any relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company and its management after taking into consideration, among other things, the recent trading range of the Company's Shares on the OTCQB, the Company's ’s new business direction direction, name change and (1 for 200) reverse stock split (the Company's new license agreement, as reported in the Company's recent Exchange Act Reports“Reverse Stock Split”). 4.20 2.17 The undersigned further understands that there is a substantial risk of further dilution on his/her/its investment i n in the Company as a result because of the issuance and sale of additional Securities Notes, Shares or other securities by the Company. 2.18 The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefore. 2.19 Neither the execution or delivery by the undersigned of this Subscription Agreement to which the undersigned is a party, nor the consummation or performance by the undersigned of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the organizational documents of the undersigned (if the undersigned is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the undersigned is a party or by which the properties or assets of the undersigned are bound; or (c) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair the rights of the undersigned under, or alter the obligations of any person under, or create in any person the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a governmental authority or any other person) pursuant to, or result in the creation of a lien on any of the assets or properties of the undersigned under, any note, bond, mortgage, indenture, contract, lease, license, permit, franchise or other instrument or obligation to which the undersigned is a party or any of the undersigned’s assets and properties are bound or affected. 2.20 There is no action pending against, or to the knowledge of the undersigned, threatened against or affecting, the undersigned by any governmental authority or other person with respect to the undersigned that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Subscription Agreement. 2.21 No person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the undersigned for any commission, fee or other compensation as a finder or broker, or in any similar capacity, based upon arrangements made by or on behalf of the undersigned and the undersigned will indemnify and hold the Company and its affiliates harmless against any liability or expense arising out of, or in connection with, any such claim. 2.22 The undersigned will not transfer any or all of the undersigned’s Securities absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the undersigned’s Securities, without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws. 2.23 The undersigned understands and acknowledges that the Company may refuse to transfer the Securities, unless the undersigned complies with this Subscription Agreement and any other restrictions on transferability set forth herein. The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company’s common stock in order to implement the restrictions on transfer of the Securities. 2.24 The undersigned hereby agrees with the Company as follows: The certificates evidencing the Securities issued to the undersigned who is Accredited Investors, and each certificate issued in transfer thereof, will bear the following or similar legend: 2.25 Purchasers and Purchaser’s affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock, to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold. 2.26 Purchaser has a preexisting personal or business relationship with the Company or one or more of its directors, officers or control persons, and the offer to sell the Securities was directly communicated to Purchaser by the Company. At no time was Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.