Exhibit
10.2


 


Exhibit
A-1


Subscription
Agreement for Accredited Investors


(Attached)


 




    	 Exhibit A-1 - Page 1



    	 



    

 


Resonate
Blends, Inc.








 



 Subscription
Agreement for Accredited Investors 





 



 


This
Subscription Agreement should be used only by investors who are investing on the basis of


being
an “Accredited Investor” (as defined below).


 


Investors
who are investing on the basis of being a “Non-U.S. Person” should complete the


Subscription
Agreement attached to the Memorandum (as defined below) as Exhibit A-2.


 


Together
with this Subscription Agreement, please compete and return the Investor


Representation
and Suitability Questionnaire attached to the Memorandum as Exhibit E.


 





 



 





The
undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocably submits this subscription
agreement (the “Subscription Agreement”) to Resonate Blends, Inc., a Nevada corporation (the “Company”),
in connection with a private offering by the Company (the “Offering”) to raise a maximum of $2,000,000 through the
sale to Subscriber as an “accredited investor” (as defined below) of “Units” of securities of the Company
(each a “Unit” and collectively the “Units”), as described in the Confidential Private Placement Memorandum
for Accredited Investors and Non-U.S. Persons, dated as of January 12, 2021 (the “Memorandum”) at $25,000 per Unit.


 


The
minimum subscription per investor is $25,000 for 1 Unit, provided that the Company may elect to accept subscriptions in a lesser
amount in its sole discretion.


 


	1.	Subscription
                                         for the Purchase of Units.



 


The
undersigned hereby subscribes to purchase ______________ Units at $25,000 per Unit for a total subscription of US$___________________
(the “Subscription Price”). In this regard, the Subscriber agrees to forward payment in the amount of the Subscription
Price by wiring payment of the Subscription Price in accordance with the information set forth below:


 


For
financial institutions in the United States, give your bank this information:


 


Send
to:


 


Sutter
Securities Clearing


6
Venture, Suite 395


Irvine,
CA 92618


Account
#45250040


 


For
the benefit of: 


 


(Your
Name and/or Business Entity)


Your
street address


City,
State Zip


United
States


 


Phone
Number/email address


 




    	 Exhibit A-1 - Page 2



    	 



    

 


For
financial institutions outside the United States, give your bank this information:


 


Send
to:


 


Sutter
Securities Clearing


6
Venture, Suite 395


Irvine,
CA 92618


Account
#45250040


 


For
the benefit of:


 


(Your
Name and/or Business Entity)


Your
street address


City,
State Zip


United
States


Phone
Number/email address


 


You
must also deliver a fully completed and executed copy of this Subscription Agreement, the Note, the Warrant and the Registration
Rights Agreement, as attached to the Memorandum, to the Placement Agent at:


 


Boustead
Securities LLC


6
Venture, Suite 395


Irvine,
CA 92618


 


The
Company’s private offering of Units is being made to “accredited” investors within the meaning of Rule 506 of
Regulation D promulgated by the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”) and to non-U.S. Persons in an “offshore transaction,” as defined in Rule 902 of Regulation S promulgated
under the Securities Act. (This Subscription Agreement should be used only by Subscribers investing on the basis of being an
Accredited Investor. Subscribers investing on the basis of being a Non-U.S. Person should complete the Subscription Agreement
attached to the Memorandum as Exhibit A-2.)


 


You
as an individual or you on behalf of the subscribing entity are being asked to complete this Subscription Agreement so that a
determination can be made as to whether or not you (or it) are qualified to purchase the Units under applicable federal and state
securities laws. Your answers to the questions contained herein must be true and correct in all respects, and a false representation
by you may constitute a violation of law for which a claim for damages may be made against you. 


 


Your
answers will be kept strictly confidential; however, by signing this Subscription Agreement, you will be authorizing the Company
to present a completed copy of this Subscription Agreement to such parties as they may deem appropriate in order to make certain
that the offer and sale of the securities will not result in a violation of the Securities Act or of the securities laws of any
state.


 


All
questions must be answered. If the appropriate answer is “None” or “Not Applicable,” please state so.
Please print or type your answers to all questions and attach additional sheets if necessary to complete your answers to any item.
Please initial any corrections.


 


	2.	Offer
                                         to Purchase. Subscriber hereby irrevocably offers to purchase the Units and tenders
                                         herewith the total price noted above. Subscriber recognizes and agrees that (i) this
                                         subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s
                                         death, disability or other incapacity, and (ii) the Company has complete discretion to
                                         accept or to reject this Subscription Agreement in its entirety and shall have no liability
                                         for any rejection of this Subscription Agreement. This Subscription Agreement shall be
                                         deemed to be accepted by the Company only when it is executed by the Company.



 




    	 Exhibit A-1 - Page 3



    	 



    

 


	3.	Effect
                                         of Acceptance. Subscriber hereby acknowledges and agrees that on the Company’s
                                         acceptance of this Subscription Agreement, it shall become a binding and fully enforceable
                                         agreement between the Company and the Subscriber. As a result, upon acceptance by the
                                         Company of this Subscription Agreement, Subscriber will become the record and beneficial
                                         holder of the Units and the Company will be entitled to receive the purchase price of
                                         the Units as specified herein.



 


	4.	Additional
                                         Representations and Warranties of Subscriber. Subscriber hereby represents and warrants
                                         to the Company as follows:



 


		(a)	Subscriber
                                         has been furnished the Confidential Private Placement Memorandum for Accredited Investors
                                         and Non-U.S. Persons of the Company, dated as of January 12, 2021 (the “Memorandum”)
                                         and, if requested by the Subscriber, other documents related to the Company and its operations.
                                         The Subscriber has carefully read the Memorandum and any such other requested documents.
                                         Subscriber has been furnished with all documents and materials relating to the business,
                                         finances and operations of the Company and information that Subscriber requested and
                                         deemed material to making an informed investment decision regarding its purchase of the
                                         Units. Subscriber has been afforded the opportunity to review such documents and materials
                                         and the information contained therein. Subscriber has been afforded the opportunity to
                                         ask questions of the Company and its management. 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 Subscription 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, may be based on assumptions which
                                         may not be correct and may be subject to numerous factors beyond the Company’s
                                         control. Additionally, Subscriber understands and represents that Subscriber is purchasing
                                         the Units notwithstanding the fact that the Company may disclose in the future certain
                                         material information that the Subscriber has not received, including the financial results
                                         of the Company for their current fiscal quarters. Neither such inquiries nor any other
                                         due diligence investigations conducted by such Subscriber shall modify, amend or affect
                                         such Subscriber’s right to rely on the Company’s representations and warranties,
                                         if any, contained in this Subscription Agreement. Subscriber has sought such accounting,
                                         legal and tax advice as it has considered necessary to make an informed investment decision
                                         with respect to its investment in the Units. Subscriber has full power and authority
                                         to make the representations referred to herein, to purchase the Units and to execute
                                         and deliver this Subscription Agreement.



 


		(b)	Subscriber
                                         has read and understood, and is familiar with, this Subscription Agreement, the Units
                                         and the business and financial affairs of the Company.



 




    	 Exhibit A-1 - Page 4



    	 



    

 


		(c)	Subscriber,
                                         either personally, or together with Subscriber’s advisors (other than any securities
                                         broker/dealers who may receive compensation from the sale of any of the Units), has such
                                         knowledge and experience in financial and business matters as to be capable of evaluating
                                         the merits and risks of an investment in the Units, is able to bear the risks of an investment
                                         in the Units and understands the risks of, and other considerations relating to, a purchase
                                         of a Unit, including the matters set forth under the caption “Risk Factors”
                                         in the Memorandum. The Subscriber and its advisors have had a reasonable opportunity
                                         to ask questions of and receive answers from the Company concerning the Units. Subscriber’s
                                         financial condition is such that Subscriber is able to bear the risk of holding the Units
                                         that Subscriber may acquire pursuant to this Agreement, for an indefinite period of time,
                                         and the risk of loss of Subscriber’s entire investment in the Company.



 


		(d)	Subscriber
                                         has investigated the acquisition of the Units to the extent Subscriber deemed necessary
                                         or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber
                                         has requested in connection therewith.



 


		(e)	The
                                         Units are being acquired for Subscriber’s own account for investment, with no intention
                                         by Subscriber to distribute or sell any portion thereof within the meaning of the Securities
                                         Act, and will not be transferred by Subscriber in violation of the Securities Act or
                                         the then applicable rules or regulations thereunder. No one other than Subscriber has
                                         any interest in or any right to acquire the Units. Subscriber understands and acknowledges
                                         that the Company will have no obligation to recognize the ownership, beneficial or otherwise,
                                         of the Units by anyone but Subscriber.



 


		(f)	No
                                         representations or warranties have been made to Subscriber by the Company, or any representative
                                         of the Company, or any securities broker/dealer, other than as set forth in this Subscription
                                         Agreement.



 


		(g)	Subscriber
                                         is aware that Subscriber’s rights to transfer the Units is restricted by the Securities
                                         Act and applicable state securities laws, and Subscriber will not offer for sale, sell
                                         or otherwise transfer the Units without registration under the Securities Act and qualification
                                         under the securities laws of all applicable states, unless such sale would be exempt
                                         therefrom.



 


		(h)	Subscriber
                                         understands and agrees that the Units it acquires have not been registered under the
                                         Securities Act or any state securities act in reliance on exemptions therefrom and that
                                         the Company has no obligation to register any of the Units offered by the Company.



 


		(i)	The
                                         Subscriber has had an opportunity to ask questions of, and receive answers from, representatives
                                         of the Company concerning the terms and conditions of this investment and all such questions
                                         have been answered to the full satisfaction of the undersigned. Subscriber understands
                                         that no person other than the Company has been authorized to make any representation
                                         and if made, such representation may not be relied on unless it is made in writing and
                                         signed by the Company. The Company has not, however, rendered any investment advice to
                                         the undersigned with respect to the suitability.



 




    	Exhibit A-1 - Page 5



    	 



    

 


		(j)	Subscriber
                                         understands that the certificates or other instruments 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):




 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY
TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


 


		(k)	Subscriber
                                         also acknowledges and agrees that an investment in the Units is highly speculative and
                                         involves a high degree of risk of loss of the entire investment in the Company and there
                                         is no assurance that a public market for the Securities will be available and that, as
                                         a result, Subscriber may not be able to liquidate Subscriber’s investment in the
                                         Units should a need arise to do so.



 


		(l)	Subscriber
                                         is not dependent for liquidity on any of the amounts Subscriber is investing in the Units.



 


		(m)	Subscriber
                                         represents, warrants and confirms that Subscriber is not a “broker” or “dealer”
                                         as defined in the Securities Act of 1934, as amended, and the rules and regulations thereunder,
                                         and is not required to be registered as such with the United States Securities and Exchange
                                         Commission, the Financial Industry Regulatory Authority or any other self-regulatory
                                         organization. Subscriber acknowledges and agrees that neither the Company nor any of
                                         its legal counsel has advised Subscriber with respect to the representations, warranties
                                         and confirmations herein and that Subscriber is undertaking the actions as contemplated
                                         herein having received such other legal advice and counsel as Subscriber has determined
                                         to be necessary in connection therewith.



 


		(n)	Subscriber
                                         has full power and authority to make the representations referred to herein, to purchase
                                         the Units and to execute and deliver this Subscription Agreement.



 


		(o)	Subscriber
                                         understands that the foregoing representations and warranties are to be relied upon by
                                         the Company as a basis for the exemptions from registration and qualification of the
                                         sale of the Units under the federal and state securities laws and for other purposes.



 


	5.	Representations
                                         and Warranties Regarding Patriot Act; Anti-Money Laundering; OFAC. The Subscriber
                                         should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac
                                         before making the following representations. Subscriber hereby represents and warrants
                                         to the Company as follows:



 


		(a)	The
                                         Subscriber represents that (i) no part of the funds used by the Subscriber to acquire
                                         the Units or to satisfy his/her capital commitment obligations with respect thereto has
                                         been, or shall be, directly or indirectly derived from, or related to, any activity that
                                         may contravene United States federal or state or non-United States laws or regulations,
                                         including anti-money laundering laws and regulations, and (ii) no capital commitment,
                                         contribution or payment to the Company by the Subscriber and no distribution to the Subscriber
                                         shall cause the Company to be in violation of any applicable anti-money laundering laws
                                         or regulations including, without limitation, Title III of the Uniting and Strengthening
                                         America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
                                         PATRIOT ACT) Act of 2001 and the United States Department of the Treasury Office of Foreign
                                         Assets Control regulations. The Subscriber acknowledges and agrees that, notwithstanding
                                         anything to the contrary contained in the Memorandum or any other agreement, to the extent
                                         required by any anti-money laundering law or regulation, the Company may prohibit capital
                                         contributions, restrict distributions or take any other reasonably necessary or advisable
                                         action with respect to the Units, and the Subscriber shall have no claim, and shall not
                                         pursue any claim, against the Company or any other person in connection therewith. U.S.
                                         federal regulations and executive orders administered by OFAC prohibit, among other things,
                                         the engagement in transactions with, and the provision of services to, certain foreign
                                         countries, territories, entities and individuals. The lists of OFAC prohibited countries,
                                         territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac.
                                         In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit
                                         dealing with individuals1 or entities in certain countries regardless of
                                         whether such individuals or entities appear on the OFAC lists.



 


 









1 These individuals
include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions
and embargo programs.


 





    	 Exhibit A-1 - Page 6



    	 



    

 


		(b)	To
                                         the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                         controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held
                                         entity, any person having a beneficial interest in the Subscriber; or (4) any person
                                         for whom the Subscriber is acting as agent or nominee in connection with this investment
                                         is a country, territory, individual or entity named on an OFAC list, or a person or entity
                                         prohibited under the OFAC Programs. Please be advised that the Company may not accept
                                         any amounts from a prospective investor if such prospective investor cannot make the
                                         representation set forth in this paragraph. The Subscriber agrees to promptly notify
                                         the Company should the Subscriber become aware of any change in the information set forth
                                         in these representations. The Subscriber understands and acknowledges that, by law, the
                                         Company may be obligated to “freeze the account” of the Subscriber, either
                                         by prohibiting additional subscriptions from the Subscriber, declining any redemption
                                         requests and/or segregating the assets in the account in compliance with governmental
                                         regulations, and any broker may also be required to report such action and to disclose
                                         the Subscriber’s identity to OFAC. The Subscriber further acknowledges that the
                                         Company may, by written notice to the Subscriber, suspend the redemption rights, if any,
                                         of the Subscriber if the Company reasonably deems it necessary to do so to comply with
                                         anti-money laundering regulations applicable to the Company or any Broker or any of the
                                         Company’s other service providers. These individuals include specially designated
                                         nationals, specially designated narcotics traffickers and other parties subject to OFAC
                                         sanctions and embargo programs.



 


		(c)	To
                                         the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                         controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held
                                         entity, any person having a beneficial interest in the Subscriber; or (4) any person
                                         for whom the Subscriber is acting as agent or nominee in connection with this investment
                                         is a senior foreign political figure2, or any immediate family3
                                         member or close associate4 of a senior foreign political figure, as such
                                         terms are defined in the footnotes below.



 





 



2 A “senior
foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial
branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive
of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.


 


3 “Immediate
family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and
in-laws.


 


4 A “close
associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close
relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic
and international financial transactions on behalf of the senior foreign political figure.


 





    	 Exhibit A-1 - Page 7



    	 



    

 


		(d)	If
                                         the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”),
                                         or if the Subscriber receives deposits from, makes payments on behalf of, or handles
                                         other financial transactions related to a Foreign Bank, the Subscriber represents and
                                         warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely
                                         an electronic address, in a country in which the Foreign Bank is authorized to conduct
                                         banking activities; (2) the Foreign Bank maintains operating records related to its banking
                                         activities; (3) the Foreign Bank is subject to inspection by the banking authority that
                                         licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does
                                         not provide banking services to any other Foreign Bank that does not have a physical
                                         presence in any country and that is not a regulated affiliate.



 


		(e)	The
                                         Subscriber acknowledges that, to the extent applicable, the Company will seek to comply
                                         with the Foreign Account Tax Compliance Act provisions of the U.S. Internal Revenue Code
                                         and any rules, regulations, forms, instructions or other guidance issued in connection
                                         therewith (the “FATCA Provisions”). In furtherance of these efforts, the
                                         Subscriber agrees to promptly deliver any additional documentation or information, and
                                         updates thereto as applicable, which the Company may request in order to comply with
                                         the FATCA Provisions. The Subscriber acknowledges and agrees that, notwithstanding anything
                                         to the contrary contained in the Memorandum, any side letter or any other agreement,
                                         the failure to promptly comply with such requests, or to provide such additional information,
                                         may result in the withholding of amounts with respect to, or other limitations on, distributions
                                         made to the Subscriber and such other reasonably necessary or advisable action by the
                                         Company with respect to the Units (including, without limitation, required withdrawal),
                                         and the Subscriber shall have no claim, and shall not pursue any claim, against the Company
                                         or any other person in connection therewith



 


		(f)	The
                                         foregoing representations and warranties are true and accurate as of the date hereof
                                         and shall survive such date. If any of the above representations and warranties shall
                                         cease to be true and accurate prior to the acceptance of this Subscription Agreement,
                                         Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile
                                         or e-mail, specifying which representations and warranties are not true and accurate
                                         and the reasons therefor.



 


		6.	Representations
                                         and Warranties of the Company. The Company hereby represents and warrants to the
                                         Subscriber as follows:



 


		(a)	The
                                         Company is a corporation duly organized, validly existing and in good standing under
                                         the laws of the State of Nevada, having full power and authority to own its properties
                                         and carry on its business as conducted.





 




    	 Exhibit A-1 - Page 8



    	 



    

 


		(b)	The
                                         Company has the requisite power and authority to deliver this Agreement, perform its
                                         obligations herein and consummate the transactions contemplated hereby.



 


		(c)	The
                                         Note and Warrant to be issued to the Subscriber pursuant to this Agreement, when issued
                                         and delivered in accordance with the terms of this Agreement, will be duly authorized,
                                         validly issued, fully paid and non-assessable.



 


		(d)	The
                                         Company has timely filed all reports, schedules, forms, statements and other documents
                                         required to be filed by it with the Securities and Exchange Commission (the “SEC”)
                                         pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
                                         (the “1934 Act”) (all of the foregoing filed prior to the date hereof and
                                         all exhibits included therein and financial statements and schedules thereto and documents
                                         (other than exhibits to such documents) incorporated by reference therein, being hereinafter
                                         referred to herein as the “SEC Documents”), other than for any late filings
                                         which would not reasonably be expected to materially and adversely affect the Company.
                                         As of their respective dates, the SEC Documents complied in all material respects with
                                         the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
                                         thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time
                                         they were filed with the SEC, contained any untrue statement of a material fact or omitted
                                         to state a material fact required to be stated therein or necessary in order to make
                                         the statements therein, in light of the circumstances under which they were made, not
                                         misleading. None of the statements made in any such SEC Documents is, or has been, required
                                         to be amended or updated under applicable law (except for such statements as have been
                                         amended or updated in subsequent filings prior the date hereof). As of their respective
                                         dates, the financial statements of the Company included in the SEC Documents complied
                                         as to form in all material respects with applicable accounting requirements and the published
                                         rules and regulations of the SEC with respect thereto. Such financial statements have
                                         been prepared in accordance with United States generally accepted accounting principles,
                                         consistently applied, during the periods involved and fairly present in all material
                                         respects the consolidated financial position of the Company and its consolidated subsidiaries
                                         as of the dates thereof and the consolidated results of their operations and cash flows
                                         for the periods then ended (subject, in the case of unaudited statements, to normal year-end
                                         audit adjustments). Except as set forth in the financial statements of the Company included
                                         in the SEC Documents, the Company has no liabilities, contingent or otherwise, other
                                         than (i) liabilities incurred in the ordinary course of business subsequent to December
                                         31, 2019, and (ii) obligations under contracts and commitments incurred in the ordinary
                                         course of business and not required under generally accepted accounting principles to
                                         be reflected in such financial statements, which, individually or in the aggregate, are
                                         not material to the financial condition or operating results of the Company. The Company
                                         is subject to the reporting requirements of the 1934 Act.



 


		(e)	All
                                         information relating to or concerning the Company or any of its subsidiaries set forth
                                         in this Agreement and provided to the Subscriber pursuant to Section 5 hereof and otherwise
                                         in connection with the transactions contemplated hereby is true and correct in all material
                                         respects and the Company has not omitted to state any material fact necessary in order
                                         to make the statements made herein or therein, in light of the circumstances under which
                                         they were made, not misleading. No event or circumstance has occurred or exists with
                                         respect to the Company or any of its subsidiaries or its or their business, properties,
                                         prospects, operations or financial conditions, which, under applicable law, rule or regulation,
                                         requires public disclosure or announcement by the Company but which has not been so publicly
                                         announced or disclosed.



 




    	 Exhibit A-1 - Page 9



    	 



    

 


		7.	Indemnification.
                                         Subscriber acknowledges that Subscriber understands the meaning and legal consequences
                                         of the representations and warranties made by Subscriber herein, and that the Company
                                         is relying on such representations and warranties in making the determination to accept
                                         or reject this Subscription Agreement. Subscriber hereby agrees to indemnify and hold
                                         harmless the Company and each employee and agent thereof from and against any and all
                                         losses, damages or liabilities due to or arising out of a breach of any representation
                                         or warranty of Subscriber contained in this Subscription Agreement. The Company agrees
                                         that if any of the representations or warranties set forth in this Section 7 shall be
                                         false or misleading in any material respect, and in addition to any other remedies available
                                         to the Subscriber pursuant to this Agreement, it will be considered an Event of Default
                                         under the Note. Except for the Placement Agent, who is an intended third party beneficiary
                                         of this Agreement and who may rely on all of the representations and warranties of the
                                         Company made in this Agreement as if such representations and warranties were made directly
                                         to the Placement Agent, this Agreement is intended for the benefit of the parties hereto
                                         and their respective permitted successors and assigns, and is not for the benefit of,
                                         nor may any provision hereof be enforced by, any other Person.



 


		8.	Transferability.
                                         Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest
                                         herein, and further agrees that the assignment and transferability of the Units acquired
                                         pursuant hereto shall be made only in accordance with applicable federal and state securities
                                         laws.



 


		9.	Termination
                                         of Agreement; Return of Funds. In the event that, for any reason, this Subscription
                                         Agreement is rejected in its entirety by the Company, this Subscription Agreement shall
                                         be null and void and of no further force and effect, and no party shall have any rights
                                         against any other party hereunder. In the event that the Company rejects this Subscription
                                         Agreement, the Company shall promptly return or cause to be returned to Subscriber any
                                         money tendered hereunder without interest or deduction.



 


		10.	Notices.
                                         All notices or other communications given or made hereunder shall be in writing and
                                         shall be delivered or mailed by registered or certified mail, return receipt requested,
                                         postage prepaid, or delivered by, facsimile or e-mail to Subscriber at the address set
                                         forth in the Investor Representation and Suitability Questionnaire attached to the Memorandum
                                         as Exhibit E (the “Questionnaire”) and to the Company at the address set
                                         forth on the first page of this Agreement, or at such other place as the Company may
                                         designate by written notice to Subscriber.



 


		11.	Agreement
                                         and Amendments. This Subscription Agreement shall be read, interpreted and enforced
                                         in conjunction with the Questionnaire and any references herein to this “Subscription
                                         Agreement” shall be deemed to refer to this document together with the Questionnaire.
                                         Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged
                                         or terminated except in a writing signed by Subscriber and the Company.



 


		12.	Governing
                                         Law. This Subscription Agreement and all amendments hereto shall be governed by and
                                         construed in accordance with the laws of the State of Nevada without application of the
                                         conflicts of laws provisions thereof.



 


		13.	Headings.
                                         The headings in this Subscription Agreement are for convenience of reference, and
                                         shall not by themselves determine the meaning of this Subscription Agreement or of any
                                         part hereof.



 


		14.	Counterparts.
                                         This Subscription Agreement 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 Subscription Agreement
                                         shall constitute delivery of an executed original and shall be binding upon the person
                                         whose signature appears on the transmitted copy.



 


		15.	Continuing
                                         Obligation of Subscriber to Confirm Investor Status. Upon the request of the Company
                                         and for as long as the Subscriber holds Units or other securities in the Company, the
                                         Subscriber shall confirm Subscriber’s investor status as an “Accredited Investor,”
                                         as defined by the Securities and Exchange Commission at the time of such request. In
                                         connection therewith, the Company shall deliver to the Subscriber a questionnaire that
                                         elicits the necessary information to determine the Subscriber’s investor status.
                                         Upon receipt of the questionnaire, the Subscriber shall: (i) complete it, (ii) execute
                                         the signature page therein, and (iii) return it to the Company, or its designee, in accordance
                                         with the instructions therein, no later than ten (10) days after receipt of the questionnaire.



 


[Remainder
of page intentionally left blank. Signatures appear on the following pages.]


 




    	 Exhibit A-1 - Page 10



    	 



    

 


INDIVIDUALS


 


In
witness whereof, the parties hereto have executed this Agreement as of the dates set forth below.


 


Dated:____________,
2021.


 


Signature(s):___________________________________________


 


Name(s)
(Please Print):__________________________________


 


Signature(s):___________________________________________


 


Name(s)
(Please Print):__________________________________


 


ACCEPTANCE


 


Resonate
Blends, Inc.


 


Date:
____________, 2021.


 


	By:	 	 
	Name:	Geoffrey
    Selzer	 
	Title:	Chief
    Executive Officer 	 



 










    	 Exhibit A-1 - Page 11



    	 



    

 


CORPORATIONS,
PARTNERSHIPS, TRUSTS OR OTHER ENTITIES


 


In
witness whereof, the parties hereto have executed this Agreement as of the dates set forth below.


 


Dated:____________,
2021.


 


Name
of Purchaser (Please Print): ____________________________________


 


By:___________________________________


 


Name
(Please Print):____________________________________


 


Title:____________________________________


 


ACCEPTANCE


Resonate
Blends, Inc.


 


Date:
____________, 2021.


 





	By:	 	 
	Name:	Geoffrey
    Selzer	 
	Title:	Chief
    Executive Officer 	 


 




    	 Exhibit A-1 - Page 12