Amendment No. 1 to Merger Agreement, dated February 16, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc. and Two Trees Beverage Co

Exhibit 2.2

Amendment No. 1

To

Merger Agreement

This Amendment No. 1 to Merger Agreement (this “Amendment”) is made and entered into as of February 16, 2023 (the “Amendment Date”) by and among (i) MDwerks, Inc., a Delaware corporation (the “Company”); (ii) MD-TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”); and (iii) Two Trees Beverage Co., a Delaware corporation (“Two Trees”). Each of the Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, the Parties are all parties to that certain Merger Agreement, dated as of February 13, 2023 (the “Original Agreement”) and now desire to amend the Original Agreement as set forth herein; and

WHEREAS, pursuant to the provisions of Section 9.12 of the Original Agreement, the Original Agreement may be amended in a writing signed by the Parties;

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledges and agreed, and intending to be legally bound hereby, the Parties hereby agree as follows:

The authorized capital stock of Two Trees consists of 15,000,000 shares of common stock, par value $0.0001 per share, of which 9,999,604.69 shares are issued and outstanding as of the Effective Date and 3,529,500 shares of Preferred Stock, par value $0.0001 per share, of which 2,045,672.16 shares are issued and outstanding as of the Effective Date.

At the Closing, James Cassidy, the Chairman of the Two Trees Board, shall enter into the indemnification agreement in the form as attached hereto as Exhibit C (the “Indemnification Agreement”) wherein James Cassidy shall agree to indemnify the Company for certain breaches of the representations and warranties of Two Trees as set forth herein

[Signatures appear on following pages]

IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed and delivered by its respective duly authorized officer as of the Amendment Date.