Exhibit 10.1


 


Subscription Agreement


 


THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY
OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


CRYOMASS TECHNOLOGIES INC.


 


Ladies and Gentlemen:


 


The undersigned understands
that Cryomass Technologies Inc., a corporation organized under the laws of Nevada (the “Company”), is offering until
the close of business on October 31st, 2021, or until such later date as resolved by the Board of Directors of the Company
in its sole discretion (the “Last Day of Offering”), pursuant to Rule 506(b) of Regulation D up to 4,000 units at a
price of US$2,000 per unit for an aggregate of US$8,000,000 principal amount (“Units”) to accredited investors (the
“Offering”), each Unit consisting of (1) 10,000 Shares of Company Common Stock at a price of $0.20 per share (the “Shares”)
and (2) one Common Stock purchase warrant exercisable to purchase 10,000 additional shares of the Company’s common stock (each such
additional share a “Warrant Share”) at an exercise price of US$0.40 per Warrant Share (the “Warrant”),
with the mandatory exercise of the Warrant when the Company’s Common Stock is above $0.80 at close of market on the respective exchange
(currently OTC:QB) for ten (10) consecutive trading days, and with an expiration date of two years from Closing, as such is defined herein.
The Shares, Warrants and the Warrant Shares are referred to herein as the “Securities”. The Company will file an S-1 Registration
Statement with the SEC within 90 days of the Last Day of Offering and list all Shares resulting from this Offering. The minimum subscription
amount is US$10,000.


 


The undersigned further understands
that the offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities
Act”), or any securities law of any state of the United States or of any other jurisdiction, subject to the registration undertaking
in Section 6(e)(ii) hereof, and is being made to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities
Act) and up to no more than 35 non-accredited investors.


 


1. Subscription.
Subject to the terms and conditions hereof and the provisions of the Offering Documents, the undersigned hereby irrevocably subscribes
for the Units set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in
Section 4 hereof. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in
this subscription agreement (the “Subscription Agreement”).


 






     


     


    

 


2. Acceptance
of Subscription and Issuance of Securities. It is understood and agreed that the Company shall have the sole right, at its complete
discretion, to accept or reject this subscription, in whole or in part, for any reason and that the same shall be deemed to be accepted
by the Company only when it is signed by a duly authorized officer of the Company and delivered to the undersigned at the Closing referred
to in Section 3 hereof. Subscriptions need not be accepted in the order received, and the Units may be allocated among subscribers.
Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities
to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the
securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities
Laws”).


 


3. The
Closing. The closing of the and sale of the Units (the “Closing”) shall take place at the offices of purchase Company,
by electronic signature, from time to time as subscriptions are accepted, but in any event no later than October 31st, 2021.


 


4. Payment
for Securities. Payment for the Units shall be received by the Company’s agent, Greenhill Equity Solutions, in trust from the
undersigned by wire transfer of immediately available funds or other means approved by the Company at or prior to the Closing, to the
account indicated in Schedule C, in the amount as set forth in Appendix A hereto. The Company shall deliver the Shares and the Warrants
representing the Units to the undersigned at the Closing


 


5. Representations
and Warranties of the Company. As of the Closing, the Company represents and warrants that:


 


(a) The
Company is duly formed and validly existing under the laws of Nevada, with full power and authority to conduct its business as it is currently
being conducted and to own its assets; and has secured any other authorizations, approvals, permits and orders required by law for the
conduct by the Company of its business as it is currently being conducted.


 


(b) The
Units, the Shares and the resulting Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set
forth in this Subscription Agreement, will be validly issued, fully paid and nonassessable.


 


6. Representations
and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:


 


(a) General.


 


(i) The
undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Units, enter into this Subscription
Agreement and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene
any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned.


 






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(ii) The
undersigned is a resident of the state set forth on the signature page hereto and is not acquiring the Units as a nominee or agent or
otherwise for any other person.


 


(iii) The
undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells
Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction
to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility
therefor.


 


(iv) The
undersigned (on its own behalf and, if applicable, on behalf of any person to whose benefit the undersigned is subscribing) further acknowledges
that Greenhill Equity Solutions Ltd. and its related affiliates are agents of the Company and as such will have access to the information
provided by the undersigned, either pursuant to this Subscription Agreement, or as may be subsequently provided to the Company.


 


(b) Information
Concerning the Company.


 


(i) The
undersigned has had access to the Company’s filings with the Securities Exchange Act of 1934, as amended (the “SEC Filings”).
The undersigned acknowledges that the Company’s business is in transition and the SEC Filings do not reflect the Company’s
proposed business operations. In purchasing the Units the undersigned is relying upon its assessment of management’s ability to
develop and implement a new business plan. There can be no assurance that it will be successful in doing so.


 


(ii) The
undersigned understands and accepts that the purchase of the Units involves various risks, including the risks outlined in the SEC Filings
and in this Subscription Agreement. The undersigned represents that it is able to bear any loss associated with an investment in the Units.


 


(iii) The
undersigned confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment
advice or as a recommendation to purchase the Units. It is understood that information and explanations related to the terms and conditions
of the Units provided by the Company or any of its affiliates shall not be considered investment advice or a recommendation to purchase
the Units, and that neither the Company nor any of its affiliates or advisors is acting or has acted as an advisor to the undersigned
in deciding to invest in the Units. The undersigned acknowledges that neither the Company nor any of its affiliates has made any representation
regarding the proper characterization of the Units for purposes of determining the undersigned’s authority to invest in the Units.


 


(iv) The
undersigned has had access to such information concerning the Company and the Units as it deems necessary to enable it to make an informed
investment decision concerning the purchase of the Units.


 






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(v) The
undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of
the undersigned’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed
as of the Closing, taking into account all information received by the undersigned.


 


(vi) The
undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time
prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return
the previously paid subscription price of the Units, without interest thereon, to the undersigned.


 


(vii) The
undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Units or made any
finding or determination concerning the fairness or advisability of this investment.


 


(c) Non-reliance.


 


(i) The
undersigned represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company,
as investment advice or as a recommendation to purchase the Units, it being understood that information and explanations related to the
terms and conditions of the Units and the other transaction documents that are described in the Offering Documents shall not be considered
investment advice or a recommendation to purchase the Units.


 


(ii) The
undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or
benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Units or (B) made any representation
to the undersigned regarding the legality of an investment in the Units under applicable legal investment or similar laws or regulations.
In deciding to purchase the Units, the undersigned is not relying on the advice or recommendations of the Company and the undersigned
has made its own independent decision that the investment in the Units is suitable and appropriate for the undersigned.


 


(d) Status
of Undersigned.


 


(i) The
undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of
evaluating the merits and risks of an investment in the Securities. With the assistance of the undersigned’s own professional advisors,
to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation
of the merits and risks of an investment in the Securities and the consequences of this Subscription Agreement. The undersigned has considered
the suitability of the Securities as an investment in light of its own circumstances and financial condition and the undersigned is able
to bear the risks associated with an investment in the Securities and its authority to invest in the Securities.


 






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(ii) The
undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish
any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state
securities laws in connection with the purchase and sale of the Securities. The undersigned acknowledges that the undersigned has completed
the Investor Questionnaire contained in Appendix B and that the information contained therein is complete and accurate as of the date
thereof and is hereby affirmed as of the date hereof. Any information that has been furnished or that will be furnished by the undersigned
to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.


 


(e) Restrictions
on Transfer or Sale of Units. As applies to the Purchaser:


 


(i) The
undersigned is acquiring the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with a
view to, or for resale in connection with, any distribution of the Units. The undersigned understands that the Securities have not been
registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend
in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement.
The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement
(and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.


 


(ii) The
undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the
Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that
the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption
therefrom, and the undersigned understands that the Company intends to file an S-1 Registration Statement within 90 days of the Last Day
of Offering for the Shares. Accordingly, the undersigned understands that under the Commission’s rules, and until such times the Shares
will be registered, the undersigned may dispose of the Securities principally only in “private placements” which are exempt
from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the
same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic
risks of the investment in the Securities for an indefinite period of time.


 


(iii) The
undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any
interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the
Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities
Act and all applicable State Securities Laws; (B) that the certificates representing the Securities will bear a legend making reference
to the foregoing restrictions; and (C) that the Company and it affiliates shall not be required to give effect to any purported transfer
of such Securities except upon compliance with the foregoing restrictions.


 






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7. Conditions
to Obligations of the Undersigned and the Company. The obligations of the undersigned to purchase and pay for the Units specified
in Appendix A and of the Company to sell the Units are subject to the satisfaction at or prior to the Closing of the following conditions
precedent: the representations and warranties of the Company contained in Section 5 hereof and of the undersigned contained in
Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations
and warranties had been made as of the Closing.


 


8. Obligations
Irrevocable. The obligations of the undersigned shall be irrevocable.


 


9. Legend.
The certificates representing the Shares sold pursuant to this Subscription Agreement and Warrant Shares acquired pursuant to the exercise
of the Warrant will be imprinted with a legend in substantially the following form:


 


“THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE
IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION
EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 


10. Waiver,
Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except
by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.


 


11. Assignability.
Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable
by either the Company or the undersigned without the prior written consent of the other party.


 


12. Waiver
of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT.


 


13. Governing
Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.


 






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14. Section
and Other Headings. The section and other headings contained in this Subscription Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Subscription Agreement.


 


15. Counterparts.
This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which together shall be deemed to be one and the same agreement.


 


16. Notices.
All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other
address as either party shall have specified by notice in writing to the other):


 


	If to the Company:	Cryomass Technologies Inc.
	 	1001 Bannock Street, Suite 612, Denver, Colorado 80204
	 	Email: b.mullin@cryomass.com



 


	To the Investor:	To the address on Appendix A



 


17. Binding
Effect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.


 


18. Survival.
All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscription
by the Company and the Closing, (ii) changes in the transactions, documents and instruments described in the Offering Documents which
are not material or which are to the benefit of the undersigned and (iii) the death or disability of the undersigned.


 


19. Notification
of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing
of the purchase of the Securities pursuant to this Subscription Agreement which would cause any representation, warranty, or covenant
of the undersigned contained in this Subscription Agreement to be false or incorrect.


 


20. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction.





 


 


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