Exhibit
4.3


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET
FORTH HEREIN.


 


RESONATE
BLENDS, INC.


 


Warrant
for the Purchase of Shares of Common Stock


 


	No.
    [____]	___________________________
    Shares of Common Stock


 


	Issue
    Date: ____________________, 2021	 


 


THIS
CERTIFIES that, for value received, the holder as set forth on the signature page hereof (the “Holder”), is entitled
to subscribe for and purchase from Resonate Blends, Inc., a Nevada corporation (the “Company”), upon the terms and
conditions set forth herein, the number of shares of common stock, par value $0.0001 per share (the “Common Stock”)
of the Company as set forth above, as such number may be adjusted as set forth herein (as so adjusted, the “Warrant Shares”)
at an exercise price as set forth herein. As used herein the term “Warrant” shall mean and include this Warrant and
warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.


 


	1.	Defined
    Terms. Defined terms used herein without definition have the following meanings:


 


	 	(a)	“Affiliate”
    means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
    with such Person.
	 	 	 
	 	(b)	“Business
    Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Nevada are authorized
    or required by law or executive order to close.
	 	 	 
	 	(c)	“Common
    Stock” means the common stock, par value $0.0001 per share of the Company.
	 	 	 
	 	(d)	“Control”
    of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management
    and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”,
    “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing
    a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”)
    (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more
    of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
    or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general
    partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that
    is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew,
    mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the
    benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.



 



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	 	(e)	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended.
	 	 	 
	 	(f)	“Governmental
    Authority” means any federal, state, provincial, local or foreign government or political subdivision thereof, or any
    agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental
    regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization
    or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
	 	 	 
	 	(g)	“Law”
    means any domestic or foreign, federal, state, provincial, municipality or local law, statute, ordinance, code, rule, or regulation.
	 	 	 
	 	(h)	“Parties”
    means the Holder and the Company. 
	 	 	 
	 	(i)	“Party”
    means either the Holder or the Company, as applicable.
	 	 	 
	 	(j)	“Person”
    means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
    limited liability company, association, trust or other entity or organization, including a Governmental Authority, domestic
    or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
	 	 	 
	 	(k)	“SEC”
    means the United States Securities and Exchange Commission.
	 	 	 
	 	(l)	“Securities
    Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


	2.	Exercise
    Period; Definitions; Exercise Price.


 


	 	(a)	Exercise
    Period. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to
    time during the period commencing at 10:00 a.m. Eastern time on the first Business Day following the first to occur of (1)
    a Qualified Financing (as defined below) after the Issue Date and (2) January 2, 2022; and in each case expiring at 5:00 p.m.
    Eastern time on the fifth annual anniversary of the occurrence of the first event in clause (1) or (2) (the “Exercise
    Period”). For the avoidance of doubt, this Warrant may not be exercised prior to the commencement of the Exercise Period.
    
	 	 	 
	 	(b)	Definitions
    and Additional Provisions. 


 








		(i)	For
                                         purposes herein, a “Qualified Financing” means the issuance by the Company,
                                         other than an “Excluded Issuance” (as defined below), of shares of Common
                                         Stock, in one transaction or series of related transactions, which transaction(s) result
                                         in aggregate gross proceeds actually received by the Company of at least $5,000,000.



 






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		(ii)	Notwithstanding
                                         anything herein to the contrary, a Qualified Financing shall not include any Excluded
                                         Issuance. An “Excluded Issuance” means any issuances of Common Stock:




 


		

                                                                                (1)
	for
                                         compensatory or incentive purposes to officers, employees or directors of, or consultants
                                         to, the Company or any of its Affiliates including, without limitation, the grant of
                                         stock options, deferred share units, restricted share units or restricted shares, duly
                                         adopted for such purposes by a majority of the non-employee members of the board of directors
                                         of the Company or a majority of the members of the committee of nonemployee members of
                                         the board of directors established for such purpose;



 


		(2)	pursuant
                                         to a rights offering by the Company or pursuant to a shareholder rights plan of the Company
                                         that is carried out on a pro rata basis among all holders of the applicable class of
                                         securities of the Company;



 


		(3)	upon
                                         the exercise, conversion or exchange of any securities exercisable, convertible or exchangeable
                                         for or into shares of Common Stock;



 


		(4)	pursuant
                                         to any over-allotment option granted to the underwriters in a securities offering;



 


		(5)	as
                                         a result of the consolidation or subdivision of any securities of the Company, or as
                                         a special distribution or stock dividend or similar transaction that is carried out on
                                         a pro rata basis among all holders of the applicable class of securities of the Company;
                                         or



 


		(6)	in
                                         connection with or pursuant to any merger, business combination, joint venture, exchange
                                         offer, take-over bid, arrangement, amalgamation, asset purchase transaction or acquisition
                                         of assets or shares of a third party where such transaction is approved by a majority
                                         of the disinterested directors of the Company.



 


		(c)	Exercise
                                         Price. The Exercise Price for purposes herein shall be $0.15 per share, subject to
                                         adjustment as set forth herein.



 


	3.	Procedure
                                         for Exercise; Effect of Exercise.



 


		(a)	Cash
                                         Exercise. This Warrant may be exercised, in whole or in part, by the Holder during
                                         normal business hours on any business day during the Exercise Period by (i) the presentation
                                         to the Company at its principal office along of a duly executed Notice of Exercise (in
                                         the form attached hereto) specifying the number of Warrant Shares to be purchased (each
                                         of which shall constitute at least 1 share of Common Stock, and integral multiples thereof),
                                         and (ii) delivery of payment to the Company of the aggregate Exercise Price for the number
                                         of Warrant Shares being purchase as specified in the Notice of Exercise by cash, wire
                                         transfer of immediately available funds to a bank account specified by the Company, or
                                         by certified or bank cashier’s check. The Holder shall not be required to deliver
                                         the original Warrant in order to effect an exercise hereunder. Partial exercises of this
                                         Warrant resulting in purchases of a portion of the total number of Warrant Shares available
                                         hereunder shall have the effect of lowering the outstanding number of Warrant Shares
                                         purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
                                         Any fractional Warrant Shares that may be issued on exercise of this Warrant may be issued
                                         as such fractional shares of Common Stock, may be paid in cash or may be rounded up to
                                         the next nearest share of Common Stock, in each case at the election of the Company.



 




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		(b)	Cashless
                                         Exercise. Notwithstanding Section 3(a), if the “Fair Market Value” (as
                                         defined below) of one share of Common Stock is greater than the Exercise Price as of
                                         the applicable time of exercise, the Holder may elect to receive Warrant Shares pursuant
                                         to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant
                                         determined in the manner described below (or of any portion thereof remaining unexercised)
                                         by surrender of this Warrant and a Notice of Exercise, in which event the Company shall
                                         issue to Holder a number of Common Stock computed using the following formula:



 


X
= Y (A-B)


A


Where:


 


		X
                                         =	the
                                         number of Warrant Shares to be issued to Holder.



 


		Y
                                         =	the
                                         number of Warrant Shares that the Holder elects to purchase under this Warrant (at the
                                         date of such calculation).



 


		A
                                         =	Fair
                                         Market Value of a Warrant Share at the date of such calculation.



 


		B
                                         =	Exercise
                                         Price, as adjusted to the date of calculation.



 


For
purposes of this Warrant, the per share “Fair Market Value” shall mean (i) if the Common Stock is then listed for
trading on the OTC Markets or a United States or Canadian national securities exchange (as applicable, the “Trading Market”),
the highest traded price of the Common Stock during the twenty (20) day period during which the Common Stock is then tradeable
on the primary Trading Market prior to the date of the applicable Exercise Notice or (ii) if the Common Stock is not then listed
for trading on the OTC Markets or a United States or Canadian national securities exchange, the per share fair market value of
the Warrant Shares as is determined in good faith by the Board of Directors of the Company after taking into consideration factors
it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private
transactions negotiated at arm’s length.


 


		(c)	Effect
                                         of Exercise; Delivery. Upon receipt by the Company of this Warrant and a Notice of
                                         Exercise, together with proper payment of the Exercise Price (if applicable), as provided
                                         herein, the Company agrees that such Warrant Shares shall be deemed to be issued to the
                                         Holder as the record holder of such Warrant Shares as of the close of business on the
                                         date on which the Notice of Exercise has been delivered and payment has been made for
                                         such Warrant Shares in accordance with this Warrant and the Holder shall be deemed to
                                         be the holder of record of the Warrant Shares, notwithstanding that the stock transfer
                                         books of the Company shall then be closed or that certificates representing such Warrant
                                         Shares shall not then be actually delivered to the Holder. The Company shall cause the
                                         Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder
                                         by crediting the account of the Holder’s or its designee’s balance account
                                         with The Depository Trust Company through its Deposit or Withdrawal at Custodian system
                                         if the Company is then a participant in such system and either (A) there is an effective
                                         registration statement permitting the issuance of the Warrant Shares to or resale of
                                         the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless
                                         exercise”, and otherwise by physical delivery of a certificate, registered in the
                                         Company’s share register in the name of the Holder or its designee, for the number
                                         of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
                                         specified by the Holder in the Notice of Exercise by the date that is two (2) Business
                                         Days after the delivery to the Company of the Notice of Exercise. The Warrant Shares
                                         shall be deemed to have been issued, and Holder or any other person so designated to
                                         be named therein shall be deemed to have become a holder of record of such shares for
                                         all purposes, as of the date the Warrant has been exercised, with payment to the Company
                                         of the Exercise Price (or by cashless exercise, if permitted) and all taxes required
                                         to be paid by the Holder, if any, pursuant to Section 9 prior to the issuance of such
                                         shares, having been paid.



 




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		(d)	Certain
                                         Adjustments. The number and kind of securities purchasable upon the exercise of this
                                         Warrant and the Exercise Price therefor shall be subject to adjustment from time to time
                                         upon the occurrence of certain events, as follows:



 


		(i)	Fundamental
                                         Transactions. In the event that, prior to any exercise hereunder, the Common Stock
                                         is converted into another class of securities of the Company or any successor entity
                                         to the Company, whether by way of merger, reorganization, re-incorporation or otherwise
                                         (the “Replacement Securities”), any reference herein to the Common Stock
                                         (whether standing alone or as part of another defined term herein) automatically upon
                                         the consummation of the applicable transaction shall be deemed a reference to such Replacement
                                         Securities. In the event that, prior to any exercise hereunder, the Company completes
                                         a share exchange with another entity wherein all of the issued and outstanding shares
                                         of Common Stock are exchanged for equity interests in the other entity (the “Exchanged
                                         Securities”), any reference herein to the Common Stock (whether standing alone
                                         or as part of another defined term herein) automatically upon the consummation of the
                                         applicable transaction shall be deemed a reference to such Exchanged Securities. Then,
                                         upon any subsequent exercise of this Warrant, the Holder shall have the right to receive
                                         the number of Replacement Securities or Exchanged Securities and any additional consideration
                                         (the “Alternate Consideration”) receivable upon or as a result of such merger,
                                         reorganization, re-incorporation or exchange as receivable for the Warrant Shares had
                                         they been issued at that time, with appropriate and equitable adjustments being made
                                         to the Exercise Price, and for purposes of any such exercise, the determination of the
                                         Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
                                         based on the amount of Alternate Consideration issuable in respect of one share of Common
                                         Stock.



 


		(ii)	Adjustments.
                                         The number of Warrant Shares and the Exercise Price shall be subject to proportional
                                         and equitable adjustments following the Issue Date for splits, combinations or dividends
                                         relating to the Common Stock, or combinations, recapitalization, reclassifications, extraordinary
                                         distributions and similar events that occur on or after the Issue Date. By way of example
                                         and not limitation, in the event of a forward split of the Common Stock following the
                                         Issue Date in which each share of Common Stock is converted into two shares of Common
                                         Stock, the number of Warrant Shares shall be increased by 100% and the Exercise Price
                                         shall be reduced by 50%, and in the event of a reverse split of the Common Stock following
                                         the Issue Date in which each two shares of Common Stock are converted into one share
                                         of Common Stock, the number of Warrant Shares shall be reduced by 50% and the Exercise
                                         Price shall be increased by 100%.



 


		(iii)	Notice
                                         of Adjustments. Whenever the number of Warrant Shares purchasable hereunder or the
                                         Exercise Price thereof shall be adjusted pursuant hereto, the Company shall provide notice
                                         to the Holder setting forth, in reasonable detail, the event requiring the adjustment,
                                         the amount of the adjustment, the method by which such adjustment was calculated, and
                                         the number and class of shares which may be purchased thereafter and the Exercise Price
                                         therefor after giving effect to such adjustment.



 




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		(e)	Holder’s
                                         Exercise Limitations. The Company shall not effect any exercise of this Warrant,
                                         and a Holder shall not have the right to exercise any portion of this Warrant, to the
                                         extent that after giving effect to the exercise set forth on the applicable Notice of
                                         Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
                                         acting as a group together with the Holder or any of the Holder’s Affiliates (such
                                         Persons, “Attribution Parties”)) would beneficially own in excess of the
                                         Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
                                         the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
                                         and Attribution Parties shall include the number of shares of Common Stock issuable upon
                                         exercise of this Warrant with respect to which such determination is being made, but
                                         shall exclude the number of shares of Common Stock which are issuable upon (i) exercise
                                         of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder
                                         or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
                                         unexercised or unconverted portion of any other securities of the Company subject to
                                         a limitation on conversion or exercise analogous to the limitation contained herein beneficially
                                         owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth
                                         in the preceding sentence, for purposes of this Section 3(e), beneficial ownership shall
                                         be calculated in accordance with Section 13(d) of the Exchange Act, and the rules and
                                         regulations promulgated thereunder. To the extent that the limitation contained in this
                                         Section 3(e) applies, the determination of whether this Warrant is exercisable (in relation
                                         to other securities owned by the Holder together with any Affiliates and Attribution
                                         Parties) and of which this Warrant is exercisable shall be in the sole discretion of
                                         the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
                                         determination of whether this Warrant may be exercised (in relation to other securities
                                         owned by the Holder together with any Affiliates or Attribution Parties) and which portion
                                         of this Warrant may be exercised, in each case subject to the Beneficial Ownership Limitation.
                                         To ensure compliance with this restriction, the Holder will be deemed to represent to
                                         the Company each time it delivers a Notice of Exercise that such Notice of Exercise has
                                         not violated the restrictions set forth in this Section 3(e) and the Company shall have
                                         no obligation to verify or confirm the accuracy of such determination. In addition, a
                                         determination as to any group status as contemplated above shall be determined in accordance
                                         with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
                                         For purposes of this Section 3(e), in determining the number of outstanding shares of
                                         Common Stock, the Holder may rely on the number of outstanding shares of Common Stock
                                         as stated in the most recent of the following: (i) the Company’s most recent periodic
                                         or annual report filed with the SEC, as the case may be, (ii) a more recent public announcement
                                         by the Company, or (iii) a more recent written notice by the Company or the Company’s
                                         transfer agent setting forth the number of shares of Common Stock outstanding. Upon the
                                         written or oral request of a Holder, the Company shall within one Business Day confirm
                                         orally and in writing to the Holder the number of shares of Common Stock then outstanding.
                                         In any case, the number of outstanding shares of Common Stock shall be determined after
                                         giving effect to the conversion or exercise of securities of the Company, including this
                                         Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding
                                         shares of Common Stock was reported. The “Beneficial Ownership Limitation”
                                         shall be 9.99% of the number of shares of Common Stock outstanding immediately after
                                         giving effect to the issuance of shares of Common Stock issuable upon exercise of this
                                         Warrant by the Holder. The Holder, upon notice to the Company, may increase or decrease
                                         the Beneficial Ownership Limitation provisions of this Section 3(e), provided that any
                                         increase in the Beneficial Ownership Limitation will not be effective until the 61st
                                         day after such notice is delivered to the Company. The Beneficial Ownership Limitation
                                         provisions of this Section 3(e) shall be construed and implemented in a manner otherwise
                                         than in strict conformity with the terms of this Section 3(e) to correct this Section
                                         3(e) (or any portion hereof) which may be defective or inconsistent with the intended
                                         Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
                                         or desirable to properly give effect to such limitation. The limitations contained in
                                         this Section 3(e) shall apply to a successor holder of this Warrant.



 




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	4.	Registration
                                         of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise
                                         in part of this Warrant shall be numbered and shall be registered in a Warrant Register
                                         as they are issued. The Company shall be entitled to treat the registered holder of any
                                         Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall
                                         not be bound to recognize any equitable or other claim to or interest in such Warrant
                                         on the part of any other person, and shall not be liable for any registration or transfer
                                         of Warrants which are registered or to be registered in the name of a fiduciary or the
                                         nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee
                                         is committing a breach of trust in requesting such registration or transfer, or with
                                         the knowledge of such facts that its participation therein amounts to bad faith. This
                                         Warrant shall be transferable only on the books of the Company upon delivery thereof
                                         duly endorsed by the Holder or by its duly authorized attorney or representative, or
                                         accompanied by proper evidence of succession, assignment, or authority to transfer. In
                                         all cases of transfer by an attorney, executor, administrator, guardian, or other legal
                                         representative, duly authenticated evidence of his or its authority shall be produced.
                                         Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants
                                         to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder
                                         thereof, for another Warrant, or other Warrants of different denominations, of like tenor
                                         and representing in the aggregate the right to purchase a like number of Warrant Shares,
                                         upon surrender to the Company or its duly authorized agent.



 


	5.	Registration
                                         Rights. The Company and the Holder acknowledge and agree that the Warrant Shares,
                                         if and when issued, shall be subject to the Registration Rights Agreement to be entered
                                         into between the Company and the Holder (the “Registration Rights Agreement”).



 


	6.	Restrictions
                                         on Transfer.



 


		(a)	The
                                         Holder, as of the Issuance Date, represents to the Company that such Holder is acquiring
                                         this Warrant for its own account for investment purposes and not with a view to the distribution
                                         thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant
                                         to the contrary, this Warrant and the related Warrant Shares shall not be transferable
                                         except pursuant to the proviso contained in the following sentence or upon the conditions
                                         specified in this Section 6, which conditions are intended, among other things, to insure
                                         compliance with the provisions of the Securities Act of 1933, as amended (the “Securities
                                         Act”) and applicable state law in respect of the transfer of this Warrant or such
                                         Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will
                                         not transfer this Warrant or the related Warrant Shares prior to delivery to the Company
                                         of an opinion of the Holder’s counsel (as such opinion and such counsel are described
                                         in Section 6(b)) or until registration of such Warrant Shares under the Securities Act
                                         has become effective or after a sale of such Warrant or Warrant Shares has been consummated
                                         pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however,
                                         that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery
                                         to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a
                                         nominee thereof, (ii) from a nominee to any of the aforementioned persons as beneficial
                                         owner of this Warrant or such Warrant Shares, (iii) to a qualified institutional buyer,
                                         so long as such transfer is effected in compliance with Rule 144A under the Securities
                                         Act, or (iv) to an accredited investor (as such term is defined in Regulation D under
                                         the Securities Act).



 




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		(b)	The
                                         Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or
                                         of the related Warrant Shares (other than as permitted by Section 6(a) or pursuant to
                                         a registration under the Securities Act), the Holder will give written notice to the
                                         Company of its intention to effect such transfer, together with an opinion of such counsel
                                         for the Holder as shall be reasonably acceptable to the Company, to the effect that the
                                         proposed transfer of this Warrant and/or such Warrant Shares may be effected without
                                         registration under the Securities Act. Upon delivery of such notice and opinion to the
                                         Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares
                                         in accordance with the intended method of disposition specified in the notice to the
                                         Company.



 


		(c)	Each
                                         stock certificate representing Warrant Shares issued upon exercise or exchange of this
                                         Warrant shall bear the following legend unless the opinion of counsel referred to in
                                         Section 6(a) states such legend is not required:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


		(d)	The
                                         Holder understands that the Company may place and may instruct any transfer agent or
                                         depository for the Warrant Shares to place, a stop transfer notation in the securities
                                         records in respect of the Warrant Shares.



 


	7.	Reservation
                                         of Shares; Reissuance. The Company shall at all times during the Exercise Period
                                         reserve and keep available out of its authorized and unissued Common Stock, solely for
                                         the purpose of providing for the exercise of the rights to purchase all Warrant Shares
                                         granted pursuant to the Warrants, such number of shares of Common Stock as shall, from
                                         time to time, be sufficient therefor. The Company covenants that all shares of Common
                                         Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full
                                         Exercise Price therefor, shall be validly issued, fully paid, non-assessable, and free
                                         of preemptive rights, and free from all taxes, claims, liens, charges and other encumbrances.
                                         If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
                                         as to indemnity or otherwise as it may reasonably impose (which shall, in the case of
                                         a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination
                                         and tenor as this Warrant so lost, stolen, mutilated or destroyed. In the event that
                                         this Warrant is not fully exercised by the end of the Exercise Period it shall thereafter
                                         be void and of no further force and effect.



 




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	8.	Non-Circumvention.
                                         The Company covenants and agrees that it will not, by amendment of its certificate of
                                         incorporation, bylaws or through any reorganization, transfer of assets, consolidation,
                                         merger, scheme of arrangement, dissolution, issue or sale of securities, or any other
                                         voluntary action, avoid or seek to avoid the observance or performance of any of the
                                         terms of this Warrant, and will at all times in good faith carry out all the provisions
                                         of this Warrant and take all action as may be required to protect the rights of the Holder.



 


	9.	Transfer
                                         Taxes. The issuance of any shares or other securities upon the exercise of this Warrant,
                                         and the delivery of certificates or other instruments representing such shares or other
                                         securities, shall be made without charge to the Holder for any tax or other charge in
                                         respect of such issuance. The Company shall not, however, be required to pay any tax
                                         which may be payable in respect of any transfer involved in the issue and delivery of
                                         any certificate in a name other than that of the Holder and the Company shall not be
                                         required to issue or deliver any such certificate unless and until the person or persons
                                         requesting the issue thereof shall have paid to the Company the amount of such tax or
                                         shall have established to the satisfaction of the Company that such tax has been paid.



 


	10.	Loss
                                         or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the
                                         Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender
                                         of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable
                                         incidental expenses, the Company shall execute and deliver to the Holder thereof a new
                                         Warrant of like date, tenor, and denomination.



 


	11.	No
                                         Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account
                                         of such status, any rights of a stockholder of the Company, either at law or in equity,
                                         or to any notice of meetings of stockholders or of any other proceedings of the Company,
                                         except as provided in this Warrant.



 


	12.	Arbitration.



 


		(a)	The
                                         Parties shall promptly submit any dispute, claim, or controversy arising out of or relating
                                         to this Warrant (including with respect to the meaning, effect, validity, termination,
                                         interpretation, performance, or enforcement of this Warrant) or any alleged breach thereof
                                         (including any action in tort, contract, equity, or otherwise), to binding arbitration
                                         before one arbitrator (the “Arbitrator”) jointly selected by the Parties.
                                         Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy
                                         arising out of or relating to this Warrant (including with respect to the meaning, effect,
                                         validity, termination, interpretation, performance or enforcement of this Warrant) or
                                         any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).



 


		(b)	If
                                         the Company and the Holder cannot agree upon the Arbitrator within ten (10) Business
                                         Days of the commencement of the efforts to so agree on an Arbitrator, the Company and
                                         the Holder shall each select one arbitrator and the two arbitrators so selected shall
                                         select the sole Arbitrator which shall resolve the dispute, claim, or controversy.



 


		(c)	The
                                         Laws of the State of Nevada shall apply to any arbitration hereunder, without application
                                         of the conflicts of laws provisions thereof. In any arbitration hereunder, this Warrant
                                         and any agreement contemplated hereby shall be governed by the Laws of the State of Nevada
                                         applicable to a contract negotiated, signed, and wholly to be performed in the State
                                         of Nevada, which Laws the Arbitrator shall apply in rendering his decision. The Arbitrator
                                         shall issue a written decision, setting forth findings of fact and conclusions of Law,
                                         within sixty (60) days after he or she shall have been selected. The Arbitrator shall
                                         have no authority to award punitive or other exemplary damages.



 




    	9



    	 



    

 


		(d)	The
                                         arbitration shall be held in Calabasas, California in accordance with and under the then-current
                                         provisions of the rules of the American Arbitration Association, except as otherwise
                                         provided herein.



 


		(e)	On
                                         application to the Arbitrator, any Party shall have rights to discovery to the same extent
                                         as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules
                                         of Evidence shall apply to any arbitration under this Warrant; provided, however, that
                                         the Arbitrator shall limit any discovery or evidence such that his decision shall be
                                         rendered within the period referred to in Section 12(c).



 


		(f)	The
                                         Arbitrator may, at his discretion and at the expense of the Party who will bear the cost
                                         of the arbitration, employ experts to assist him in his determinations.



 


		(g)	The
                                         costs of the arbitration proceeding and any proceeding in court to confirm any arbitration
                                         award or to obtain relief, as applicable (including actual attorneys’ fees and
                                         costs), shall be borne by the unsuccessful Party and shall be awarded as part of the
                                         Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs
                                         in such decision. The determination of the Arbitrator shall be final and binding upon
                                         the Parties and not subject to appeal.



 


		(h)	Any
                                         judgment upon any award rendered by the Arbitrator may be entered in and enforced by
                                         any court of competent jurisdiction. The Parties expressly consent to the non-exclusive
                                         jurisdiction of the courts (Federal and state) in Los Angeles County, California to enforce
                                         any award of the Arbitrator or to render any provisional, temporary, or injunctive relief
                                         in connection with or in aid of the Arbitration. The Parties expressly consent to the
                                         personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters
                                         to be submitted to arbitration hereunder. None of the Parties hereto shall challenge
                                         any arbitration hereunder on the grounds that any party necessary to such arbitration
                                         (including the Parties) shall have been absent from such arbitration for any reason,
                                         including that such Party shall have been the subject of any bankruptcy, reorganization,
                                         or insolvency proceeding.



 


	13.	Governing
                                         Law; Consent to Jurisdiction. This Warrant shall be governed, construed and enforced
                                         in accordance with the Laws of the State of Nevada, without application of the conflicts
                                         of laws provisions thereof. Subject to Section 12, each Party agrees that all legal proceedings
                                         concerning the interpretation, enforcement and defense of the transactions contemplated
                                         by this Warrant (whether brought against a Party hereto or its respective Affiliates,
                                         directors, officers, shareholders, employees or agents) shall be commenced in the state
                                         and federal courts sitting in Los Angeles County, California (the “Selected Courts”).
                                         Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected
                                         Courts for the adjudication of any dispute hereunder or in connection herewith or with
                                         any transaction contemplated hereby or discussed herein, and hereby irrevocably waives,
                                         and agrees not to assert in any suit, action or proceeding, any claim that it is not
                                         personally subject to the jurisdiction of such Selected Courts, or such Selected Courts
                                         are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably
                                         waives personal service of process and consents to process being served in any such suit,
                                         action or proceeding by mailing a copy thereof via registered or certified mail or overnight
                                         delivery (with evidence of delivery) to such Party at the address in effect for notices
                                         to it under this Warrant and agrees that such service shall constitute good and sufficient
                                         service of process and notice thereof.



 




    	10



    	 



    

 


	14.	Waiver
                                         of Jury Trial; Exemplary Damages.



 


		(a)	EACH
                                         PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
                                         IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
                                         OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED
                                         ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
                                         AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
                                         OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
                                         AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
                                         INTO THIS WARRANT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
                                         Section 14(a).



 


		(b)	Each
                                         of the Parties acknowledge that each has been represented in connection with the signing
                                         of the waiver set forth in Section 14(a) by independent legal counsel selected by the
                                         respective Party and that such Party has discussed the legal consequences and import
                                         of such waiver with legal counsel. Each of the Parties further acknowledge that each
                                         has read and understands the meaning of such waiver and grants such waiver knowingly,
                                         voluntarily, without duress and only after consideration of the consequences of this
                                         waiver with legal counsel.



 


		(c)	In
                                         no event will any Party be liable to any other Party under or in connection with this
                                         Warrant or in connection with the transactions contemplated herein for special, general,
                                         indirect, consequential, or punitive or exemplary damages, including damages for lost
                                         profits or lost opportunity, even if the Party sought to be held liable has been advised
                                         of the possibility of such damage.



 


	15.	Indemnification.



 


		(a)	By
                                         the Company. The Company will indemnify and hold the Holder, the officers, directors,
                                         members, partners, agents and employees (and any other individuals or entities with a
                                         functionally equivalent role of a Person holding such titles, notwithstanding a lack
                                         of such title or any other title) of Holder (each, a “Holder Party”) harmless
                                         from any and all losses, claims, damages, liabilities, costs (including, without limitation,
                                         reasonable attorneys’ fees) liabilities, obligations, contingencies, damages, and
                                         expenses, including all judgments, amounts paid in settlements, court costs and reasonable
                                         attorneys’ fees, costs of investigation (collectively, “Losses”) that
                                         any Holder Party may suffer or incur as a result of any breach of any of the representations,
                                         warranties, covenants or agreements made by the Company in this Warrant. If any action
                                         shall be brought against any Holder Party in respect of which indemnity may be sought
                                         pursuant to this Warrant, Holder Party shall promptly notify the Company in writing,
                                         and the Company shall have the right to assume the defense thereof with counsel of its
                                         own choosing reasonably acceptable to the Holder Party. Any Holder Party shall have the
                                         right to employ separate counsel in any such action and participate in the defense thereof,
                                         but the fees and expenses of such counsel shall be at the expense of Holder Party except
                                         to the extent that (i) the employment thereof has been specifically authorized by the
                                         Company in writing, (ii) the Company has failed after a reasonable period of time to
                                         assume such defense and to employ counsel or (iii) in such action there is, in the reasonable
                                         opinion of counsel, a material conflict on any material issue between the position of
                                         the Company and the position of Holder Party, in which case the Company shall be responsible
                                         for the reasonable fees and expenses of no more than one such separate counsel. The Company
                                         shall not settle or compromise any claim for which a Holder Party seeks indemnification
                                         hereunder without the prior written consent of Holder Party and such consent not to be
                                         unreasonably withheld, conditioned or delayed, unless such settlement involves a full
                                         and complete release of the applicable Holder Party. The indemnification required by
                                         this 15 shall be made by periodic payments of the amount thereof during the course of
                                         the investigation or defense, as and when bills are received or are incurred, provided,
                                         however, that the recipient thereof shall execute a customary undertaking to repay any
                                         such amounts in the event that such recipient is ultimately determined not to be entitled
                                         to indemnification hereunder.



 




    	11



    	 



    

 


 


		(b)	By
                                         the Holder. The Holder agrees to indemnify and hold the Company, the officers, directors,
                                         members, partners, agents and employees (and any other individuals or entities with a
                                         functionally equivalent role of a Person holding such titles, notwithstanding a lack
                                         of such title or any other title) of the Company (each, a “Company Party”,
                                         with an Holder Party and Company Party each being referred to as an “Indemnified
                                         Party”) harmless from any and all Losses that any such Company Party may suffer
                                         or incur as a result of any breach of any of the representations, warranties, covenants
                                         or agreements made by Holder in this Warrant. If any action shall be brought against
                                         any Company Party in respect of which indemnity may be sought pursuant to this Warrant,
                                         such Company Party shall promptly notify the Holder in writing, and Holder shall have
                                         the right to assume the defense thereof with counsel of its own choosing reasonably acceptable
                                         to the Company Party. Any Company Party shall have the right to employ separate counsel
                                         in any such action and participate in the defense thereof, but the fees and expenses
                                         of such counsel shall be at the expense of such Company Party except to the extent that
                                         (i) the employment thereof has been specifically authorized by the Holder in writing,
                                         (ii) the Holder has failed after a reasonable period of time to assume such defense and
                                         to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel,
                                         a material conflict on any material issue between the position of the Company Party and
                                         the position of such Holder, in which case the Holder shall be responsible for the reasonable
                                         fees and expenses of no more than one such separate counsel. The Holder shall not settle
                                         or compromise any claim for which a Company Party seeks indemnification hereunder without
                                         the prior written consent of such Company Party and such consent not to be unreasonably
                                         withheld, conditioned or delayed, unless such settlement involves a full and complete
                                         release of the applicable Company Party. The indemnification required by this 15(a) shall
                                         be made by periodic payments of the amount thereof during the course of the investigation
                                         or defense, as and when bills are received or are incurred, provided, however, that the
                                         recipient thereof shall execute a customary undertaking to repay any such amounts in
                                         the event that such recipient is ultimately determined not to be entitled to indemnification
                                         hereunder.



 


	16.	Specific
                                         Performance. The Parties agree that irreparable damage would occur in the event that
                                         any of the provisions of this Warrant were not performed by them in accordance with the
                                         terms hereof or were otherwise breached and that each Party hereto shall be entitled
                                         to an injunction or injunctions, specific performance and other equitable relief to prevent
                                         breaches of the provisions hereof and to enforce specifically the terms and provisions
                                         hereof, without the proof of actual damages, in addition to any other remedy to which
                                         they are entitled at law or in equity. Each Party agrees to waive any requirement for
                                         the security or posting of any bond in connection with any such equitable remedy and
                                         agrees that it will not oppose the granting of an injunction, specific performance or
                                         other equitable relief on the basis that (a) the other Party has an adequate remedy at
                                         law, or (b) an award of specific performance is not an appropriate remedy for any reason
                                         at law or equity.



 




    	12



    	 



    

 


	17.	Miscellaneous.



 


		(a)	Notices.
                                         Any notice or other communications required or permitted hereunder shall be in writing
                                         and shall be sufficiently given if personally delivered to it or sent by email, overnight
                                         courier or registered mail or certified mail, postage prepaid, addressed as follows:



 


If
to the Company, to:


Resonate
Blends, Inc.


Attn:
Geoffrey Selzer


26565
Agoura Road, Suite 200


Calabasas,
CA 91302


Email:
geoff@resonateblends.com


 


With
a copy to (which shall not constitute notice):


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
JCacomanolis@anthonypllc.com


 


If
to Holder, to the address as set forth on the signature page hereof.


 


		(b)	Absolute
                                         Obligation. Except as expressly provided herein, no provision of this Warrant shall
                                         alter or impair the obligation of the Company, which is absolute and unconditional.



 


		(c)	Lost
                                         or Mutilated Warrant. If this Warrant shall be mutilated, lost, stolen or destroyed,
                                         the Company shall execute and deliver, in exchange and substitution for and upon cancellation
                                         of a mutilated Warrant, or in lieu of or in substitution for a lost, stolen or destroyed
                                         Warrant, a new Warrant so mutilated, lost, stolen or destroyed, but only upon receipt
                                         of evidence of such loss, theft or destruction of this Warrant, and of the ownership
                                         hereof reasonably satisfactory to the Company.



 


		(d)	Attorneys’
                                         Fees. In the event that any Party institutes any action or suit to enforce this Warrant
                                         or to secure relief from any default hereunder or breach hereof, the prevailing Party
                                         shall be reimbursed by the losing Party for all costs, including reasonable attorney’s
                                         fees, incurred in connection therewith and in enforcing or collecting any judgment rendered
                                         therein.



 


		(e)	Severability.
                                         If any term or provision of this Warrant is held by a court of competent jurisdiction
                                         or other authority to be invalid, void or unenforceable in any situation in any jurisdiction,
                                         such determination shall not affect the validity or enforceability of the remaining terms
                                         and provisions hereof or thereof or the validity or enforceability of the offending term
                                         or provision in any other situation or in any other jurisdiction. If the final judgment
                                         of a court of competent jurisdiction or other authority declares that any term or provision
                                         hereof or thereof is invalid, void or unenforceable, each of the Company and the Holder
                                         agrees that the court making such determination shall have the power to reduce the scope,
                                         duration, area or applicability of the term or provision; to delete specific words or
                                         phrases; or to replace any invalid, void or unenforceable term or provision with a term
                                         or provision that is valid and enforceable and that comes closest to expressing the intention
                                         of the invalid, void or unenforceable term or provision.



 




    	13



    	 



    

 


		(f)	Entire
                                         Agreement. This Warrant and the Registration Rights Agreement constitute the entire
                                         agreement between the Parties with respect to the subject matter hereof and thereof and
                                         supersede all prior agreements, understandings and negotiations, whether written or oral,
                                         of the Parties.



 


		(g)	Arm’s
                                         Length Bargaining; No Presumption Against Drafter. This Warrant has been negotiated
                                         at arm’s-length by parties of equal bargaining strength, each represented by counsel
                                         or having had but declined the opportunity to be represented by counsel and having participated
                                         in the drafting of this Warrant. This Warrant creates no fiduciary or other special relationship
                                         between the Parties, and no such relationship otherwise exists. No presumption in favor
                                         of or against any Party in the construction or interpretation of this Warrant or any
                                         provision hereof shall be made based upon which Person might have drafted this Warrant
                                         or such provision.



 


		(h)	Amendment;
                                         Waiver. Other than as specifically set forth herein, this Warrant may be amended,
                                         and the observance of any term hereof may be waived (either retroactively or prospectively),
                                         only upon the written consent of the Company and the Holder.



 


		(i)	Assignment
                                         by the Company. The Parties acknowledge and agree that, in the event that the Company
                                         completes a transaction with another Person or an affiliate of another Person, in which
                                         transaction a majority of the issued and outstanding shares of Common Stock are acquired
                                         by such Person (“Assignee”), the Company may freely assign this Warrant and
                                         the Registration Rights Agreement to such Assignee and may freely amend the terms of
                                         this Warrant and the Registration Rights Agreement as necessary to effect such amendment
                                         and, upon any such assignment the Company shall have no further obligations hereunder
                                         provided that assignee assumes all of the rights and obligations of the Company hereunder
                                         and pursuant to the Warrant and Registration Rights Agreement.



 


		(j)	Descriptive
                                         Headings. The descriptive headings herein are inserted for convenience of reference
                                         only and shall in no way be construed to define, limit, describe, explain, modify, amplify,
                                         or add to the interpretation, construction or meaning of any provision of, or scope or
                                         intent of, this Warrant nor in any way affect this Warrant.



 


		(k)	Third
                                         Party Beneficiaries. This contract is strictly between the Parties and, except as
                                         specifically provided, no other Person and no director, officer, shareholder, employee,
                                         agent, independent contractor or any other Person shall be deemed to be a third-party
                                         beneficiary of this Warrant.



 


		(l)	Currency.
                                         All dollar amounts are in U.S. dollars.



 


		(m)	Counterparts.
                                         This Warrant may be executed in any number of counterparts with the same force and effect
                                         as if all parties had executed the same document. The execution and delivery of a facsimile
                                         or other electronic transmission of this Warrant shall constitute delivery of an executed
                                         original and shall be binding upon the person whose signature appears on the transmitted
                                         copy.



 


[SIGNATURE
PAGE FOLLOWS]


 




    	14



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed this Warrant as of the Issue Date.


 


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


 


Agreed
and accepted:


 


	Holder
Name:	 	 
	 	 	 
	By:		 
	 	 	 
	Name:		 
	 	 	 
	Title:		 
	 	(if
    applicable)	 


 


Address
for notices:


 


	 	 
	 	 
	 	 
	 	 
	Email:	 	 





 




    	15



    	 



    

 


NOTICE
OF EXERCISE


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Resonate Blends, Inc., a Nevada
corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Shares of Common Stock (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Warrant.


 


	1.	Exercise
                                         Price (subject to confirmation and acceptance by the Company): $____________



 


	2.	Form
                                         of Exercise Price. The Holder intends that payment of the Exercise Price shall be
                                         made as (check one):



 


		[  ]	a
                                         cash exercise with respect to _________________ Warrant Shares; or



[  ]
by cashless exercise pursuant to the Warrant.


 


	3.	Payment
                                         of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                         aggregate Exercise Price in the sum of $ __________________to the Company in accordance
                                         with the terms of the Warrant.



 


	4.	Delivery
                                         of Warrant Shares. The Company shall deliver to the holder _____________ Warrant
                                         Shares, to:



 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




(Print
Name, Address and Social Security


or
Tax Identification Number)


 


If
such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, a new Warrant for the balance
of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address
stated below.


 


	Dated:	 	 
	By:	 	 
	 	(Print
    Name)	 
	 	 	 
	 	 
	Signature