Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 





 


Resonate
Blends, Inc.


26565
Agoura Road, Suite 200


Calabasas,
CA 91302


 


This
Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached
hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a maximum
of $2,000,000 units (the “Units”) where each Unit consists of one share of common stock, par value $0.0001 par value
(“Common Stock”) at a purchase price of $.15 and a warrant to purchase 0.5 share(s) of Common Stock at an exercise
price of $0.225 per share, of Resonate Blends, Inc., a Nevada corporation (the “Company”). Any warrant exercises will
be rounded down to the nearest whole number of shares.


 


The
Company’s reports and forms heretofore or hereafter filed by the Company with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934 are incorporated herein by reference. These reports and forms are located at www.sec.gov.


 


The
Units being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”). The Offering is being made on a “best efforts” basis to “accredited investors,”
as defined in Regulation D under the Securities Act, and non-”U.S. persons,” as defined in Regulation S under the
Securities Act. The Company reserves the right, in its sole discretion and for any reason, to reject any Subscriber’s subscription
in whole or in part, or to allot less than the number of Units subscribed for.


 


The
closing of the Offering (the “Closing,” and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of the Company. The Company may conduct multiple closings for the sale of the Units until
the termination of the Offering.


 


1.
Subscription. The undersigned Subscriber hereby subscribes to purchase the number of Units set forth on the signature page attached
hereto, at an aggregate price as set forth on such signature page (the “Purchase Price”), subject to the terms and
conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein.


 


2.
Subscription Procedure. To complete a subscription for the Units, the Subscriber must fully comply with the subscription procedure
provided in this Section on or before the Closing Date.


 


a.
Transaction Documents. On or before the Closing Date, the Subscriber shall review, complete and execute the Signature Page to
this Agreement and the Investor Certification, attached hereto as Appendix A (collectively, the “Transaction Documents”),
and deliver the Transaction Documents to the Company. Executed documents may be delivered to the Company by facsimile or electronic
mail (e-mail), if the Subscriber delivers the original copies of the documents to the Company as soon as practicable thereafter.


 




    	 



     


    

 


b.
Purchase Price. Simultaneously with the delivery of the Transaction Documents to the Company as provided herein, and in any event
on or prior to the Closing Date, the Subscriber shall deliver to the Company the full Purchase Price by check or by wire transfer
of immediately available funds.


 


c.
Company Discretion. The Subscriber understands and agrees that the Company in its sole discretion reserves the right to accept
or reject this or any other subscription for Units, in whole or in part, notwithstanding prior receipt by the Subscriber of notice
of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver
to the Subscriber an executed copy of this Agreement. If this subscription is rejected in whole, or the offering of Units is terminated,
all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of
no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription
will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this subscription
was accepted.


 


3.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:


 


a.
Organization and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of
Nevada. The Company has all requisite power and authority to carry on its business as currently conducted. The Company is duly
qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have
a material adverse effect on the Company’s business, properties or financial condition (a “Material Adverse Effect”).


 


b.
Authorization. As of the Closing, all action on the part of the Company, its board of directors, officers and existing stockholders
necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company
hereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, will constitute a valid and
legally binding obligation of the Company, enforceable in accordance with its terms, subject to: (i) judicial principles limiting
the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.


 


c.
Valid Issuance of the Common Stock. The Units of Common Stock, when issued, sold and delivered in accordance with the terms of
this Agreement for the consideration expressed herein, shall be duly and validly issued, fully paid and nonassessable, and will
be free of restrictions on transfer directly or indirectly created by the Company other than restrictions on transfer under this
Agreement and under applicable federal and state securities laws.


 


d.
Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the
offer, sale or issuance of the Units, except for the following: (i) the filing of such notices as may be required under the Securities
Act and (ii) the compliance with any applicable state securities laws, which compliance will have occurred within the appropriate
time periods therefor.


 




    	 



     


    

 


e.
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Units
by any form of general solicitation or general advertising (within the meaning of Regulation D).


 


4.
Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:


 


a.
The Subscriber, its advisers, if any, and designated representatives, if any, have the knowledge and experience in financial and
business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and have carefully reviewed
and understand the risks of, and other considerations relating to, the purchase of Units and the tax consequences of the investment,
and have the ability to bear the economic risks of the investment.


 


b.
The Subscriber is acquiring the Units for investment for its own account and not with the view to, or for resale in connection
with, any distribution thereof. The Subscriber understands and acknowledges that the Units have not been registered under the
Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities
Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent
of the Subscriber as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Units.


 


c.
The Subscriber understands, even though the Company has a trading symbol on the OTCQB, that a limited market now exists for the
Company’s Common Stock, and that there may never be an active public market for the Units of Common Stock sold in the Offering.


 


d.
The Subscriber, its advisers, if any, and designated representatives, if any, have received and reviewed such information about
the Company as they have requested and have had an opportunity to discuss the Company’s business, management and financial
affairs with its management. The Subscriber understands that such discussions, as well as any written information provided by
the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to
be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement,
the Company makes no representation or warranty with respect to the completeness of such information and makes no representation
or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information
may include projections as to the future performance of the Company, which projections may not be realized, are based on assumptions
which may not be correct and are subject to numerous factors beyond the Company’s control.


 


e.
As of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable, necessary for
the authorization, execution and delivery of this Agreement and the other Transaction Documents and the performance of all obligations
of the Subscriber hereunder and thereunder shall have been taken, and this Agreement and the other Transaction Documents, assuming
due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Subscriber, enforceable
in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect generally relating to or affecting creditors’ rights.


 




    	 



     


    

 


f.
The Subscriber either (i) is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the
Securities and Exchange Commission under the Securities Act or (ii) is not a “U.S. Person” as defined in Regulation
S as promulgated by the Securities and Exchange Commission under the Securities Act, and, in each case, shall submit to the Company
such further assurances of such status as may be reasonably requested by the Company.


 


g.
The Subscriber, if a non-U.S. Person, agrees that it is acquiring the Units in an offshore transaction pursuant to Regulation
S and hereby represents to the Company as follows:


 


(i)
The Subscriber is outside the United States when receiving and executing this Subscription Agreement;


 


(ii)
The Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale
of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the
Units under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration
requirements and as otherwise provided herein;


 


(iii)
The Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year
after the date of transfer of the Units under this Agreement (the “Distribution Compliance Period”), shall only be
made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities
Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance
with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all
applicable securities laws;


 


(iv)
The Subscriber understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution
Compliance Period unless such transactions are in compliance with the Securities Act; and


 


(v)
The Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Units or any use of this Subscription Agreement, including: (a) the legal requirements
within its jurisdiction for the purchase of the Units; (b) any foreign exchange restrictions applicable to such purchase; (c)
any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale or transfer of the Units. Such Subscriber’s subscription and
payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of
the Subscriber’s jurisdiction.


 


h.
The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of investments
of the kind contemplated by the Company, the Company’s investment results may be expected to fluctuate from month to month
and from period to period and will, generally, involve a high degree of financial and market risk that can result in substantial
or, at times, even total losses.


 


i.
The Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear
the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Units and could afford
complete loss of such investment.


 




    	 



     


    

 


j.
The Subscriber is not subscribing for 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, radio or the internet, or presented at any
seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with
investments in securities generally.


 


k.
All of the information that the Subscriber has heretofore furnished, or which is set forth herein is correct and complete as of
the date of this Agreement, and, if there should be any material change in such information prior to the admission of the undersigned
to the Company, the Subscriber will immediately furnish revised or corrected information to the Company.


 


5.
Registration Rights. No registration rights are granted in connection with the Offering of the Units.


 


6.
Transfer Restrictions. The Subscriber acknowledges and agrees as follows:


 


a.
The Subscriber understands that the certificates representing the Units shall bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such certificates or other instruments):


 


For
U.S. Persons:


 


THESE
SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2) EXEMPTION TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN ACCORDANCE WITH THE SECURITIES ACT.


 


For
Non-U.S. Persons:


 


THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, NONE
OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.


 


The
legend(s) set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the
Units upon which it is stamped, if such holder delivers to the Company an opinion of counsel, in a reasonably acceptable form,
to the Company that a disposition of the Units is being made pursuant to an exemption from registration.


 


b.
No governmental agency has passed upon the Units or made any finding or determination as to the wisdom of any investments therein.


 




    	 



     


    

 


c.
There are substantial restrictions on the transferability of the Units of Common Stock, and if the Company decides to issue certificates
representing the shares of Common Stock, restrictive legends will be placed on any such certificates.


 


7.
Indemnification. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors, employees,
agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation
commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty,
or misrepresentation or omission to state a material fact, or breach by the Subscriber of any covenant or agreement made by the
Subscriber herein or in any other document delivered in connection with this Agreement.


 


8.
Irrevocability; Binding Effect. The Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable by
the Subscriber, except as required by applicable law, and that this Agreement shall survive the death or disability of the Subscriber
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder
shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made
by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


9.
Modification. This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom
any such modification or waiver is sought.


 


10.
Notices. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient
if transmitted by hand delivery, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail,
or by nationally recognized overnight carrier, to the persons at the addresses set forth below (or at such other address as may
be provided hereunder), and shall be deemed to have been delivered (i) if transmitted by hand delivery, as of the date delivered,
(ii) if transmitted by facsimile or electronic mail, as of the date so transmitted with an automated confirmation of delivery,
(iii) if transmitted by nationally recognized overnight carrier, as of the business day following the date of delivery to the
carrier, and (iv) if transmitted by registered or certified mail, postage pre-paid, on the third business day following posting
with the U.S. Postal Service: (a) if to the Company, at the address set forth above, or (b) if to the Subscriber, at the address
set forth on the signature page hereof (or, in either case, to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 10).


 


11.
Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Subscriber
and the transfer or assignment of the Units shall be made only in accordance with all applicable laws.


 


12.
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without
reference to the principles thereof relating to the conflict of laws.


 


13.
Blue Sky Qualification. The purchase of Units under this Agreement is expressly conditioned upon the exemption from qualification
of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify
this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released
from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 




    	 



     


    

 


14.
Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


15.
Confidentiality. The Subscriber acknowledges and agrees that any information or data the Subscriber has acquired from or about
the Company, not otherwise properly in the public domain, including, without limitation, the business summary of the Company,
was received in confidence. The Subscriber agrees not to divulge, communicate or disclose, except as may be required by law or
for the performance of this Agreement, or use to the detriment of the Company or for the benefit of any other person, or misuse
in any way, any confidential information of the Company, including any scientific, technical, trade or business secrets of the
Company and any scientific, technical, trade or business materials that are treated by the Company as confidential or proprietary,
including, but not limited to, ideas, discoveries, inventions, developments and improvements belonging to the Company and confidential
information obtained by or given to the Company about or belonging to third parties.


 


16.
Miscellaneous.


 


a.
This Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms
and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.


 


b.
The representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery
hereof and delivery of the Units.


 


c.
Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated hereby are consummated.


 


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


 


e.
Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.


 


f.
Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in
the text.


 


g.
The Subscriber understands and acknowledges that there may be multiple Closings for the Offering, but the Closing Date shall be
the conclusion of the entire Offering.


 


h.
The Subscriber hereby agrees to furnish the Company such other information as the Company may request prior to the Closing with
respect to its subscription hereunder.


 


18.
Public Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner, stockholder, employee, affiliate,
affiliated person or entity of the Subscriber shall make or issue any press releases or otherwise make any public statements or
make any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s
express prior approval. The Company has the right to withhold such approval in its sole discretion.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



     


    

 


How
to subscribe for Units in the private offering of Resonate Blends, Inc.:


 


	1.	Date
    and Fill in the number of Units being purchased and Complete and Sign the Signature Page.
	 	 
	2.	Initial
    the Investor Certification page.
	 	 
	3.	Fax
    or email all forms and then send all signed original documents, along with a check or wire transfer representing the exact
    dollar amount of the number of Units for subscription, to:


 


Resonate
Blends, Inc.


26565
Agoura Road, Suite 200


Calabasas,
CA 91302


 


	4.	Any
    check for the subscription of Units should be made payable to the order of “Resonate Blends, Inc.”
	 	 
	5.	If
    the funds are being sent by wire transfer to the Company, please see the following instructions:


 


Account
Name: Resonate Blends LLC


Bank:
Lead Bank


Address:
200 North 3rd Street, Garden City, MO 64747


Routing
Number: 101206101


Account
Number: 5680003943


 




    	 



     


    

 


RESONATE
BLENDS, INC.SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription Agreement.


 


Dated:
___________________________, 2021


 


	SUBSCRIBER
    (individual)	 	SUBSCRIBER
    (entity)
	 	 	 
	 	 	     
	Signature	 	Name
    of Entity
	 	 	 
	 	 	     
	Print
    Name	 	Signature
	 	 	 
	 	 	Print Name: 	                            
	 	 	 
	Signature (if Joint Tenants or

                                                         Tenants in Common)
	 	 
	 	 	Title: 	 	                                                               
	 	 	 
	Address
    of Principal Residence:	 	Address
    of Executive Offices:
	 	 	 
	     	 	     
	Social
    Security Number(s)	 	IRS
    Tax Identification Number
	 	 	 
	

         
	 	 

	Telephone
    Number:	 	Telephone
    Number:
	 	 	 
	     	 	     
	Facsimile
    Number:	 	Facsimile
    Number:
	 	 	 
	     	 	     
	E-mail
    Address:	 	E-mail
    Address:


 


	 	X	$.15	=	$____________
	Number
    of Units	 	Price
    per Unit	 	Purchase
    Price


 




    	 



     


    

 


RESONATE
BLENDS, INC. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


IN
WITNESS WHEREOF, on ______________, 2021, the Company has duly executed this Subscription Agreement.


 


	 	Resonate
    Blends, Inc.  
	 	 
	 	By	 
	 	Name: 	Geoffrey
    Selzer
	 	Title:	Chief
    Executive Officer


 




    	 



     


    

 


Appendix
A


RESONATE
BLENDS, INC. INVESTOR CERTIFICATION


 


For
Individual Accredited Investors Only (all Individual Accredited Investors must INITIAL where appropriate):


 


	Initial
    _______	I
    have a net worth (excluding the value of the person’s primary residence) in excess of $1,000,000 either individually
    or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared
    ownership interest with my spouse.
	Initial
    _______	I
    have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect
    my income (or joint income, as appropriate) to reach the same level in the current year.


 


For
Non-Individual Accredited Investors (all Non-Individual Accredited Investors must INITIAL where appropriate):


 


	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by
    persons who meet at least one of the criteria for Individual Investors set forth above.
	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets
    of at least $5 million and was not formed for the purpose of investing in the Company.
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in
    ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
	Initial
    _______	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons
    who meet either of the criteria for Individual Investors.
	Initial
    _______	The
    investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its
    individual or fiduciary capacity.
	Initial
    _______	The
    undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	Initial
    _______	The
    investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets
    exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	Initial
    _______	The
    investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing
    in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters
    that he is capable of evaluating the merits and risks of the prospective investment.
	Initial
    _______	The
    investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or
    instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	Initial
    _______	The
    investor certifies that it is an insurance company as defined in §2(13) of the Securities Act, or a registered investment
    company.


 




    	 



     


    

 


	Initial
_______	Revocable
                                         Trust: The grantor(s) of the trust may revoke the trust at any time and regain title
                                         to the trust assets and has (have) retained sole investment control over the assets of
                                         the trust and each grantor(s) meets at least one of the conditions described. I had an
                                         individual income of more than 200,000 in each of the two most recent calendar years,
                                         and I reasonably expect to have an individual income in excess of $200,000 in the current
                                         calendar year; or my spouse or spousal equivalent and I had joint income in excess of
                                         $300,000 in each of the two most recent calendar years, and we reasonably expect to have
                                         a joint income in excess of $300,000 the current calendar year; OR

        I
        have an individual net worth, or my spouse or spousal equivalent and I have a joint net worth, in excess of $1,000,000
        (excluding my (our) primary residence).



 


For
Non-U.S. Person Investors


(all
Investors who are not a U.S. Person must INITIAL this section):


 


	Initial_______	The
    Investor is not a “U.S. Person” as defined in Regulation S; and specifically the Purchaser is not:


 


	 	A.	a
    natural person resident in the United States of America, including its territories and possessions (“United States”);
	 	 	 
	 	B.	a
    partnership or corporation organized or incorporated under the laws of the United States;
	 	 	 
	 	C.	an
    estate of which any executor or administrator is a U.S. Person;
	 	 	 
	 	D.	a
    trust of which any trustee is a U.S. Person;
	 	 	 
	 	E.	an
    agency or branch of a foreign entity located in the United States;
	 	 	 
	 	F.	a
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. Person;
	 	 	 
	 	G.	a
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
    or (if an individual) resident in the United States; or
	 	 	 
	 	H.	a
    partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a
    U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
    or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons,
    estates or trusts.
	 	 	 
	 	And,
    in addition:
	 	 
	 	I.	the
    Purchaser was not offered the Units in the United States;
	 	 	 
	 	J.	at
    the time the buy-order for the Units was originated, the Purchaser was outside the United States; and
	 	 	 
	 	K.	the
    Purchaser is purchasing the Units for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and
    a sale of the Units has not been pre-arranged with a purchaser in the United States.