Exhibit
10.2


 


CRYOMASS
TECHNOLOGIES INC.


SUBSCRIPTION
FOR UNITS


 


	TO:	CRYOMASS
                                            TECHNOLOGIES INC. (the “Corporation”)



 


The
undersigned understands that Cryomass Technologies Inc., a corporation organized under the laws of Nevada (the “Corporation”),
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 Corporations in its sole discretion (“Last Day of Offering”), pursuant to Rule 506(b) of Regulation D of the United
States Securities and Exchange Commission (’SEC”) 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 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 Corporation’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 Corporation’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 Corporation 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 (the “Subscriber”), on its own behalf, and, if applicable, on behalf of those for whom the undersigned is contracting
hereunder as trustee or agent (a “Beneficial Purchaser”), hereby irrevocably subscribes for and agrees to purchase from the
Corporation the number of units at US$2,000 each (the “Units”), each Unit consisting of 10,000 Shares of Common Stock and
one Warrant. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription
for Units of the Corporation, including, without limitation, the representations, warranties and covenants set forth in the applicable
schedules attached thereto. The Subscriber further agrees that the Corporation and (as defined in in the attached “Terms and Conditions
of Subscription for Units of Cryomass Technologies Inc.”) may rely upon the Subscriber’s representations, warranties and
covenants contained in such documents.


 


SUBSCRIPTION
AND SUBSCRIBER INFORMATION


Please
print all information (other than signatures), as applicable, in the space provided below


 


	{subscriber
    Name}	 	 
	
     
                                                                                                                       	         	Number
    of Purchased Units: {subscription Shares} x US$2,000 per Unit

	 	 	 
	(Name
    of Subscriber)

     

    National
    Tax ID Number {echoSignRequiredFieldTag}
	 	 
	 	 	 
	Account
    Reference (if applicable):                                   	 	 
	 

    By:
    {echoSignSignatureTag}
	 	=
    Aggregate Subscription Price: USD ${subscription Value}

    (the
    “Subscription Price”)

	         Authorized
    Signature	 	
	 	 	 
	{subscriberSignatoryTitle}

    (Official
    Capacity or Title – if the Subscriber is not an individual)

     

    {subscriberSignatoryName}

    (Name
    of individual whose signature appears above if different than the name of the subscriber printed above.)

     

    {subscriberAddress}

    (Subscriber’s
    Residential Address, including Municipality and Province)

    {subscriberCity},
    {subscriberStateProvince}, {subscriberZipPostal}, {subscriberCountry}

    

    {subscriberHomePhone} {subscriberPrimaryEmail}

     

    (Telephone
    Number)                       (Email
    Address)
	 

     
	If
    the Subscriber is signing as agent for a Beneficial Purchaser and is not purchasing as trustee or agent for accounts fully managed
    by it, complete the following:

     

                                                                                                                                     

    (Name
    of Beneficial Purchaser)

     

                                                                                                                                      

    (Beneficial
    Purchaser’s Residential Address)

     

                                                                                                                                      

	 	 	 
	Registration
    Instructions:

     

    {subscriberName}

    (Name)

                                                                                                                             


    (Account
    Reference, if applicable)

     

    {subscriberAddress},
    {subscriberCity}, {subscriberStateProvince}, {subscriberZipPostal}, {subscriberCountry}

    (Address,
    including Postal Code)
	 	Delivery
    Instructions:

     

    {subscriberName}

    (Name)

                                                                                                                                      

    (Account
    Reference, if applicable)

     

    {subscriberAddress},
    {subscriberCity}, {subscriberStateProvince}, {subscriberZipPostal}, {subscriberCountry}

    (Address)

     

    {subscriberSignatoryName}   {subscriberHomePhone}

    (Contact
    Name)                                                  (Telephone
    Number)

	 	 	 
	Number
    and kind of securities of the Corporation directly or indirectly owned, controlled, or directed, (if none, write “nil”):

     

    {echoSignRequiredFieldTag}
	 	Is
    the Subscriber or Beneficial Purchaser an insider of the Corporation?

    Yes
    {esYCB}                 No {esNCB}

     

    If
“Yes”, describe relationship: {echoSignOptionalFieldTag}




 






     


     


    

 


TERMS
AND CONDITIONS OF SUBSCRIPTION 


FOR
UNITS OF CRYOMASS TECHNOLOGIES INC.


 


ARTICLE 1


Interpretation


 


		1.1	Definitions



 


Whenever
used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following
words and phrases shall have the respective meanings ascribed to them as follows:


 


“Beneficial
Purchaser” has the meaning set out on the face page of this Subscription Agreement;


 


“Business
Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto are
not open for business;


 


“Closing”
has the meaning set out in Section 4.1;


 


“Corporation”
means Cryomass Technologies Inc. and includes any successor corporation to or of the Corporation;


 


“insider”
means:


 


		(a)	a
                                            director or senior officer of the Corporation;



 


		(b)	a
                                            director or senior officer of a company that is itself an insider or subsidiary of the Corporation;
                                            or



 


		(c)	a
                                            person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation
                                            carrying more than 10% of the voting rights attached to all the Corporation’s outstanding
                                            voting shares;



 


“Offering”
means the offering of Units at US$2,000 per Unit for aggregate gross proceeds of up to US$8,000,000 pursuant to Subscription Agreements
or such additional number of Units as may be determined by the Corporation in its sole discretion;


 


“Last
Day of Offering” means October 31st, 2021 or such later date as the Corporation may decide, in its sole discretion
pursuant to a duly adopted Board of Directors resolution;


 


“Person”
means any individual (whether acting as an executor, trustee, administrator, legal representative or otherwise), corporation, firm, partnership,
sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns having a similar
extended meaning;


 


“Securities
Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the provinces of Canada,
the United States and the states of the United States, and the applicable policy statements issued by the securities regulators in each
of the provinces and territories of Canada, the United States and the states of the United States;


 


“Unit”
has the meaning set out on the face page of this Subscription Agreement;


 


“Subscriber”
has the meaning set out on the face page of this Subscription Agreement;


 






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“Subscription
Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription
Agreement; “hereof”, “hereto”, “hereunder”, “herein” and
similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and the expression “Article”
or “Section” followed by a number means and refers to the specified Article or Section of this Subscription Agreement;


 


“Subscription
Price” has the meaning set out on the face page of this Subscription Agreement;


 


“United
States” means United States of America;


 


“U.S.
Person” has the meaning ascribed thereto under Regulation S of the U.S. Securities Act;


 


“U.S.
Securities Act” means the United States Securities Act of 1933, as amended; and


 


		1.2	Gender
                                            and Number



 


Words
importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine
gender and vice versa, and words importing persons shall include firms and corporations.


 


		1.3	Currency



 


Unless
otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol “$”, are expressed in United
States dollars.


 


		1.4	Subdivisions,
                                            Headings and Table of Contents



 


The
division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions, the inclusion of headings and the
provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this
Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to
which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section,
Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription
Agreement.


 


ARTICLE 2


SCHEDULES


 


		2.1	Description
                                            of Schedules



 


The
following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:


 


	 	Schedule “A”	-	Exemption Form
	 	Schedule “B”	-	Accredited Investor Certificate
	 	Schedule “C”	-	Wire Instructions and Release
    Consent



 






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ARTICLE 3


Subscription


 


		3.1	Subscription



 


The
Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Units from the Corporation, on and subject to the
terms and conditions set out in this Subscription Agreement, for the Subscription Price which is payable as described in Article 4 hereto.


 


		3.2	Acceptance
                                            and Rejection of Subscription by the Corporation



 


The
Subscriber acknowledges and agrees that the Corporation 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 Corporation only when it is
signed by a duly authorized officer of the Corporation and delivered to the undersigned at the Closing referred to in Article 4
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 Corporation shall have no obligation to sell any Units or to issue any of the Shares
or Warrant Shares to any Person who is a resident of a jurisdiction in which the issuance of Shares or Warrant Shares to such person
would constitute a violation of the Securities Laws.


 


ARTICLE 4


Closing


 


		4.1	Closing



 


Sale
of the Units and payment of the Subscription Price will be completed (the “Closing”) at the offices of the Corporation, from
time to time as subscriptions are accepted.


 


		4.2	Conditions
                                            of Closing



 


The
obligations of the Subscriber to purchase and pay for the Units specified and of the Corporation 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 Corporation
contained in Article 5 hereof and of the Subscriber contained in Article 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, and the fulfillment
of the following additional conditions as soon as possible and in any event not later than the Closing:


 


		(a)	the
                                            Subscriber having properly completed, signed and delivered this Subscription Agreement to
                                            the Corporation;



 


		(b)	the
                                            Subscriber having properly completed, signed and delivered Schedule “A” and Schedule
                                            “B”;



 


		(c)	the
                                            Subscriber having paid the Subscription Price by wire transfer payable in accordance with
                                            the wire instructions provided in Schedule “C”; and



 


		(d)	the
                                            Subscriber having delivered any other documents or information required by securities laws
                                            that the Corporation may request.



 






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ARTICLE 5


Representations, Warranties and Covenants

by the Corporation


 


		5.1	Representations,
                                            Warranties and Covenants of the Corporation



 


As
of the Closing, the Corporation hereby represents and warrants that:


 


		(a)	The
                                            Corporation 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 Corporation of its business as it is currently being conducted;



 


		(b)	the
                                            Corporation has full power and authority to enter into this agreement and perform the same
                                            and do all other acts which may be necessary to consummate the transaction contemplated hereby;



 


		(c)	the
                                            authorization, execution, delivery and performance by the Corporation of the Subscription
                                            Agreement, and the issuance and sale of the Units, do not and will not conflict with or result
                                            in a breach of any of the terms, conditions or provisions of the Corporation’s constating
                                            documents or any agreement or instrument to which the Corporation is a party;



 


		(d)	there
                                            is no fact known to the Corporation which the Corporation has not publicly disclosed which
                                            materially adversely affects, or so far as the Corporation can now reasonably foresee, will
                                            materially adversely affect, the assets, liabilities (contingent or otherwise), affairs,
                                            business, prospects, operations or condition (financial or otherwise) of the Corporation
                                            or the ability of the Corporation to perform its obligations under this Subscription Agreement
                                            or which would otherwise be material to any person intending to make an equity investment
                                            in the Corporation;



 


		(e)	there
                                            is no fact known to the Corporation which the Corporation has not publicly disclosed which
                                            materially adversely affects, or so far as the Corporation can now reasonably foresee, will
                                            materially adversely affect, the assets, liabilities (contingent or otherwise), affairs,
                                            business, prospects, operations or condition (financial or otherwise) of the Corporation
                                            or the ability of the Corporation to perform its obligations under this Subscription Agreement
                                            or which would otherwise be material to any person intending to make an equity investment
                                            in the Corporation;



 


		(f)	The
                                            Units and the resulting Shares and 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 non-assessable.



 






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ARTICLE 6


Acknowledgements, Covenants, REpresentations and

Warranties of the Subscriber


 


		6.1	Acknowledgements,
                                            Covenants, Representations and Warranties of the Subscriber



 


The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants
to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such representations and warranties
in connection with the transactions contemplated herein:


 


		(a)	the
                                            Subscriber, and each Beneficial Purchaser, if any, is a resident in the jurisdiction set
                                            out on the face page of this Subscription Agreement. Such address was not created and is
                                            not used solely for the purpose of acquiring the Units and the Subscriber and any Beneficial
                                            Purchaser was solicited to purchase in such jurisdiction;



 


		(b)	the
                                            Subscriber has the legal capacity and competence to execute this agreement and to take all
                                            actions required pursuant hereto and all necessary approvals by directors, shareholders and
                                            members of the Subscriber, or otherwise, have been given to authorize it to execute and deliver
                                            this agreement and to take all actions required pursuant hereto;



 


		(c)	the
                                            Subscriber has properly completed, executed and delivered within applicable time periods
                                            to the Corporation the applicable certificate(s) and/or form(s) (dated as of the date hereof)
                                            set forth in Schedules “B”, and the information contained therein is true and
                                            correct;



 


		(d)	the
                                            representations, warranties and covenants contained in the applicable Schedules will be true
                                            and correct both as of the date of execution of this Subscription Agreement and as of the
                                            Closing;



 


		(e)	the
                                            Subscriber or any person for whom it is acting is neither a U.S. Person within the meaning
                                            of the Regulation S under the U.S. Securities Act, nor subscribing for the Units for the
                                            account of a U.S. Person or for resale in the United States and the Subscriber confirms that
                                            the Units have not been offered to the Subscriber in the United States and that this Subscription
                                            Agreement has not been signed in the United States;



 


		(f)	neither
                                            the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose
                                            of the Units in the United States or to a U.S. Person unless the Corporation has consented
                                            to such offer, sale, or disposition, and such offer, sale, or disposition is made in accordance
                                            with an exemption from the registration requirements under the U.S. Securities Act and the
                                            securities laws of all applicable states of the United States or in accordance with the registration
                                            and prospectus delivery requirements of the U.S. Securities Act;



 


		(g)	the
                                            execution and delivery of this Subscription Agreement, the performance and compliance with
                                            the terms hereof, the subscription for the Units and the completion of the transactions described
                                            herein by the Subscriber will not result in any material breach of, or be in conflict with
                                            or constitute a material default under, or create a state of facts which, after notice or
                                            lapse of time, or both, would constitute a material default under any term or provision of
                                            the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or
                                            any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party,
                                            or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber;



 


		(h)	the
                                            Subscriber is subscribing for the Units as principal for its own account and not for the
                                            benefit of any other person (within the meaning of applicable Securities Laws) and not with
                                            a view to the resale or distribution of all or any of the Units, or if it is not subscribing
                                            as principal, it acknowledges that the Corporation may be required by law to disclose to
                                            certain regulatory authorities the identity of each Beneficial Purchaser for whom the Subscriber
                                            is acting;



 






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		(i)	in
                                            the case of a subscription for the Units by a Subscriber acting as trustee or agent for a
                                            Beneficial Purchaser, the Subscriber is duly authorized to execute and deliver this Subscription
                                            Agreement and all other necessary documentation in connection with such subscription on behalf
                                            of each such Beneficial Purchaser, each of whom is subscribing as principal for its own account,
                                            not for the benefit of any other person and not with a view to the resale or distribution
                                            of the Units, and this Subscription Agreement has been duly authorized, executed and delivered
                                            by or on behalf of and constitutes a legal, valid and binding agreement of, such principal,
                                            and the Subscriber acknowledges that the Corporation may be required by law to disclose the
                                            identity of each Beneficial Purchaser for whom the Subscriber is acting;



 


		(j)	in
                                            the case of a subscription for the Units by a Subscriber acting as principal, this Subscription
                                            Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid
                                            and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance
                                            with its terms against the Subscriber and any Beneficial Purchaser;



 


		(k)	if
                                            the Subscriber is:



 


		(i)	a
                                            corporation, the Subscriber is duly incorporated and is validly subsisting under the laws
                                            of its jurisdiction of incorporation and has all requisite legal and corporate power and
                                            authority to execute and deliver this Subscription Agreement, to subscribe for the Units
                                            as contemplated herein and to carry out and perform its obligations under the terms of this
                                            Subscription Agreement;



 


		(ii)	a
                                            partnership, syndicate or other form of unincorporated organization, the Subscriber has the
                                            necessary legal capacity and authority to execute and deliver this Subscription Agreement
                                            and to observe and perform its covenants and obligations hereunder and has obtained all necessary
                                            approvals in respect thereof; or



 


		(iii)	an
                                            individual, the Subscriber is of the full age of majority and is legally competent to execute
                                            this Subscription Agreement and to observe and perform his or her covenants and obligations
                                            hereunder;



 


		(l)	there
                                            is no person acting or purporting to act in connection with the transactions contemplated
                                            herein who is entitled to any brokerage or finder’s fee and if any person establishes
                                            a claim to any fee or other Shares, the Purchaser covenants to indemnify and hold harmless
                                            the Corporation with respect thereto and with respect to all costs reasonably incurred in
                                            the defence thereof;



 


		(m)	if
                                            required by applicable Securities Laws or the Corporation, the Subscriber will execute, deliver
                                            and file or assist the Corporation in filing such reports, undertakings and other documents
                                            with respect to the issue of the Securities as may be required by any securities commission,
                                            stock exchange or other regulatory authority;



 


		(n)	the
                                            Subscriber covenants and agrees to comply with applicable securities legislation in Canada,
                                            and any other relevant securities legislation, rules, regulations, orders, or policies concerning
                                            the purchase, holding of, and resale of the securities purchased hereunder;



 


		(o)	the
                                            Subscriber, and each Beneficial Purchaser, if any, has been advised to consult its own legal
                                            advisors with respect to trading in the Securities and with respect to the resale restrictions
                                            imposed by the Securities Laws of the province in which the Subscriber or Beneficial Purchaser
                                            resides and other applicable securities laws;



 






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		(p)	the
                                            Subscriber has not received or been provided with a prospectus, offering memorandum, within
                                            the meaning of the Securities Laws, or any sales or advertising literature in connection
                                            with the Offering and the Subscriber’s decision to subscribe for the Units was not
                                            based upon, and the Subscriber has not relied upon, any verbal or written representations
                                            as to facts made by or on behalf of the Corporation. The Subscriber’s decision to subscribe
                                            for the Units was based solely upon the terms of the Offering provided herein and information
                                            about the Corporation which is publicly available;



 


		(q)	the
                                            Subscriber is not purchasing the Units with knowledge of material information concerning
                                            the Corporation which has not been generally disclosed;



 


		(r)	no
                                            person, which for greater certainty includes the Corporation, has made any written or oral
                                            representations:



 


		(i)	that
                                            any person will resell or repurchase the Securities purchased hereunder;



 


		(ii)	that
                                            any person will refund the Subscription Price; or



 


		(iii)	as
                                            to the future price or value of the Securities;



 


		(s)	the
                                            Subscriber confirms that the Subscriber (and, if the Subscriber is not purchasing as a principal,
                                            each Beneficial Purchaser):



 


		(i)	has
                                            such knowledge in financial and business affairs as to be capable of evaluating the merits
                                            and risks of its investment in the Securities;



 


		(ii)	is
                                            capable of assessing the proposed investment in the Securities as a result of the Subscriber’s
                                            own experience or as a result of advice received from a person registered under applicable
                                            securities legislation;



 


		(iii)	is
                                            aware of the characteristics of the Securities and the risks relating to an investment therein;
                                            and



 


		(iv)	is
                                            able to bear the economic risk of loss of its investment in the Securities;



 


		(t)	None
                                            of the funds being used to purchase the Units are, to the Subscriber and each Beneficial
                                            Purchaser’s knowledge, proceeds obtained or derived directly or indirectly as a result
                                            of illegal activities. The funds being used to purchase the Units which will be advanced
                                            by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the
                                            purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
                                            (the “PCMLTFA”), and the Subscriber acknowledges that the Corporation
                                            may in the future be required by law to disclose the Subscriber and any Beneficial Purchaser’s
                                            name and other information relating to this Subscription Agreement and the Subscriber’s
                                            subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of
                                            the Subscriber’s knowledge, none of the funds to be provided by the Subscriber or the
                                            Beneficial Purchaser are being tendered on behalf of a person or entity who has not been
                                            identified to the Subscriber, and the Subscriber shall promptly notify the Corporation if
                                            the Subscriber or the Beneficial Purchaser discovers that any of such representations cease
                                            to be true, and shall promptly provide the Corporation with all necessary information in
                                            connection therewith;



 






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		(u)	the
                                            subscription for the Units has not been made through or as a result of, and the distribution
                                            of the Units is not being accompanied by any advertisement, including without limitation
                                            in printed public media, radio, television or telecommunications, including electronic display,
                                            or as part of a general solicitation



 


		(v)	the
                                            Subscriber is not organized or formed under the laws of a country determined by the United
                                            States Secretary of State to have repeatedly provided support for acts of international terrorism
                                            or is included on the list of “Covered Countries” in Section 1502 of the Federal
                                            “Dodd-Frank Wall Street Reform and Consumer Protection Act”, Pub.L.111-203; is
                                            not a person disqualified as a “bad actor” under rule 506(d) promulgated pursuant
                                            to the federal “Securities Act of 1933”, as amended, and is not a “Specially
                                            Designated Nationals and Blocked Persons” on the list maintained by the Federal Office
                                            of Foreign Assets Control; and



 


		(w)	the
                                            Subscriber shall promptly provide evidence of the foregoing representations and warranties
                                            at any time or times as the Corporation reasonably requires.



 


		6.2	Acknowledgements
                                            and Covenants of the Subscriber



 


The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges, covenants, and agrees
as follows:


 


		(a)	the
                                            Subscriber has received a copy of the Subscription Agreement for the Units setting out the
                                            principal terms of the Offering;



 


		(b)	no
                                            securities commission, agency, governmental authority, regulatory body, stock exchange or
                                            other regulatory body has reviewed or passed on the merits of the Shares;



 


		(c)	the
                                            Securities shall be subject to statutory resale restrictions under the Securities Laws of
                                            the province in which the Subscriber resides and under other applicable securities laws,
                                            and the Subscriber covenants that it will not resell the Securities except in compliance
                                            with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation
                                            not in any way responsible) for such compliance;



 


		(d)	the
                                            Subscriber’s ability to transfer the Securities is limited by, among other things,
                                            applicable Securities Laws;



 


		(e)	the
                                            certificates representing the shares received by Subscriber within ten (10) business days
                                            from Closing and the Warrant Shares, as of the date of their respective issuance, will bear
                                            legends substantially in the following form and with the necessary information inserted:



 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE LATER OF (I) <INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE
OR TERRITORY>.”


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES
REPRESENTED HEREBY MAY BE OFFERED, SOLD, HEDGED, OR OTHERWISE TRANSFERRED ONLY (A) TO CRYOMASS TECHNOLOGIES INC., (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND
IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER U.S. SECURITIES
LAWS, PROVIDED THAT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CRYOMASS TECHNOLOGIES INC. IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER
DOES NOT REQUIRE REGISTRATION UNDER THE US. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE PRESENCE OF THIS LEGEND MAY IMPAIR
THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”


 






    -9-


     


    

 


provided,
that, if any such shares or Warrant Shares are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does
not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to
the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation,
to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act, which opinion shall be
obtained by the Corporation upon a request by the Subscriber at no additional cost to the Subscriber


 


		(f)	the
                                            Subscriber and each Beneficial Purchaser shall execute, deliver, file and otherwise assist
                                            the Corporation with filing all documentation required by the applicable Securities Laws
                                            to permit the subscription for and issuance of the Securities;



 


		(g)	the
                                            Corporation is relying on the representations, warranties and covenants contained herein
                                            and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility
                                            to subscribe for the Units under applicable Securities Laws and the Subscriber agrees to
                                            indemnify the Corporation, and each of its respective directors and officers against all
                                            losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur
                                            as a result of or arising from reliance thereon. The Subscriber undertakes to immediately
                                            notify the Corporation of any change in any statement or other information relating to the
                                            Subscriber set forth in such applicable Schedules which takes place prior to the Closing;



 


		(h)	the
                                            Corporation is relying on an exemption from the requirement to provide the Subscriber with
                                            a prospectus under the Securities Laws and, as a consequence of acquiring the Units pursuant
                                            to such exemption, certain protections, rights and remedies provided by the Securities Laws,
                                            including statutory rights of rescission or damages, will not be available to the Subscriber;



 


		(i)	the
                                            Units are being offered pursuant to exemptions from the registration requirements under the
                                            U.S. Securities Act and outside the United States pursuant to the exclusion from the registration
                                            requirements of the U.S. Securities Act pursuant to Regulation S promulgated thereunder.
                                            The Securities have not been registered under the U.S. Securities Act and may not be offered
                                            or sold in the United States or to U.S. Persons unless registered under such act or an exemption
                                            from the registration requirements of such act is available; however, the Corporation undertakes
                                            to file an S-1 Registration Statement with the SEC within 90 days from the Last Day of Offering;



 






    -10-


     


    

 


		(j)	the
                                            Subscriber, and each Beneficial Purchaser, if any, is responsible for obtaining such legal
                                            and tax advice as it considers appropriate in connection with the execution, delivery and
                                            performance of this Subscription Agreement and the transactions contemplated hereby;



 


		(k)	legal
                                            counsel retained by the Corporation is acting as counsel to the Corporation and is not acting
                                            as counsel to the Subscriber and the Subscriber may not rely on such counsel in any respect.
                                            The Subscriber should obtain independent legal advice with respect to the investment in the
                                            Securities. The Subscriber and, if applicable, any Beneficial Purchaser, have been advised
                                            to consult their own legal advisors with respect to trading in the Shares and with respect
                                            to the resale restrictions imposed by the Securities Laws in the jurisdiction in which the
                                            Subscriber resides and any Beneficial Purchaser for whom it is acting, and acknowledges that
                                            no representation has been made respecting the applicable hold periods imposed by any applicable
                                            securities laws or other resale restrictions applicable to such securities which restrict
                                            the ability of the Subscriber and any Beneficial Purchaser to resell such securities, that
                                            the Subscriber and any Beneficial Purchaser for whom it is acting is solely responsible to
                                            find out what these restrictions are and the Subscriber is solely responsible (and the Corporation
                                            is not in any way responsible) for compliance with applicable resale restrictions, and the
                                            Subscriber is aware that it and any Beneficial Purchaser may not be able to resell such securities
                                            except in accordance with limited exemptions under Canadian securities laws and other applicable
                                            securities laws;



 


		(l)	there
                                            is no government or other insurance covering the Units;



 


		(m)	the
                                            Corporation may increase the maximum Offering size and change the Last Day of Offering in
                                            its sole discretion;



 


		(n)	there
                                            are risks associated with the purchase of the Units, and the Subscriber has had access to
                                            such information concerning the Corporation as it has considered necessary in connection
                                            with its investment decisions to invest in the Units;



 


		(o)	the
                                            Subscriber acknowledges that the Corporation 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 Corporation shall
                                            return the previously paid subscription price of the Shares, without interest thereon, to
                                            the undersigned;



 


		(p)	the
                                            Subscriber has not received nor does it expect to receive any financial assistance from the
                                            Corporation, directly or indirectly, in respect of the Subscriber’s purchase of the Units.



 


		(q)	Neither
                                            the Corporation, nor any of its respective affiliates, related entities and associates, or
                                            any persons acting on its or their behalf, will in any circumstances be liable to the Subscriber
                                            under, or arising out of or in any way connected with this Subscription Agreement for any
                                            indirect or consequential loss or damage whether arising in contract or tort (including for
                                            negligence or statutory duty); and



 


		(r)	the
                                            Corporation’s outside counsel, J.P. Galda & Co. and such other outside securities
                                            counsel that the Corporation may use from time to time, does not assume any responsibility
                                            or liability of any nature whatsoever for the accuracy or adequacy of the public record or
                                            as to whether all information concerning the Corporation required to be disclosed by the
                                            Corporation has been generally disclosed.



 






    -11-


     


    

 


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



 


		6.3	Reliance
                                            on Representations, Warranties, Covenants and Acknowledgements



 


The
Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this
Subscription Agreement are made with the intention that they may be relied upon by the Corporation and its counsel and in determining
the Subscriber’s eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to
purchase the Units under the Securities Laws. The Subscriber further agrees that by accepting the Units, the Subscriber shall be representing
and warranting that such representations, warranties, acknowledgements and covenants are true as at the Closing with the same force and
effect as if they had been made by the Subscriber at the Closing and that they shall survive the purchase by the Subscriber of the Units
and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Units.


 


ARTICLE 7


SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS


 


		7.1	Survival
                                            of Representations, Warranties and Covenants of the Corporation



 


The
representations, warranties and covenants of the Corporation contained in this Subscription Agreement shall survive the Closing and,
notwithstanding such Closing or any investigation made by or on behalf of the Subscriber with respect thereto, shall continue in full
force and effect for the benefit of the Subscriber.


 


		7.2	Survival
                                            of Representations, Warranties and Covenants of the Subscriber



 


The
representations, warranties and covenants of the Subscriber contained in this Subscription Agreement shall survive the Closing and, notwithstanding
such Closing or any investigation made by or on behalf of the Corporation with respect thereto, shall continue in full force and effect
for the benefit of the Corporation.


 


ARTICLE 8


COLLECTION OF PERSONAL INFORMATION


 


		8.1	Collection
                                            of Personal Information



 


The
Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit the Subscriber is subscribing) acknowledges
and consents to the fact the Corporation and its agent, Greenhill Equity Solutions Ltd., is collecting the Subscriber’s (and any
Beneficial Purchaser’s) personal information for the purpose of completing the Subscriber’s subscription. The Subscriber
(on its own behalf and, if applicable, on behalf of any person for whose benefit the Subscriber is subscribing) acknowledges and consents
to the Corporation and its agent, Greenhill Equity Solutions Ltd., retaining the personal information for as long as permitted or required
by applicable law or business practices. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit
the Subscriber is subscribing) further acknowledges and consents to the fact the Corporation may be required by applicable Securities
Laws, stock exchange rules, and the Independent Investor Regulatory Organization of Canada rules to provide regulatory authorities any
personal information provided by the Subscriber respecting itself (and any Beneficial Purchaser). The Subscriber represents and warrants
that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of all Beneficial Purchasers.


 






    -12-


     


    

 


ARTICLE 9


General


 


		9.1	Further
                                            Assurances



 


Each
of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing, shall do, execute, acknowledge
and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated
herein.


 


		9.2	Notices



 


		(a)	Any
                                            notice, document or other communication required or permitted by this agreement to be given
                                            by a party hereto shall be in writing and is sufficiently given if delivered personally,
                                            or if sent by prepaid ordinary mail posted or if transmitted by any form of recorded telecommunication
                                            tested prior to transmission, to such party addressed to such party as follows:



 


		(i)	if
                                            to the Corporation, to:



 


CRYOMASS
TECHNOLOGIES INC.


1001
Bannock Street, Suite 612


Denver,
Colorado 80204


Email:
b.mullin@cryomass.com


 


		(ii)	in
                                            the case of notice to the Subscriber, to the Subscriber’s residential address as set
                                            forth on the face page to this Subscription Agreement.



 


		(b)	Any
                                            such notice, direction or other instrument, if delivered personally, shall be deemed to have
                                            been given and received on the day on which it was delivered, provided that if such day is
                                            not a Business Day then the notice, direction or other instrument shall be deemed to have
                                            been given and received on the first Business Day next following such day and if transmitted
                                            by fax, shall be deemed to have been given and received on the day of its transmission, provided
                                            that if such day is not a Business Day or if it is transmitted or received after the end
                                            of normal business hours then the notice, direction or other instrument shall be deemed to
                                            have been given and received on the first Business Day next following the day of such transmission.



 


		(c)	Any
                                            party hereto may change its address for service from time to time by notice given to each
                                            of the other parties hereto in accordance with the foregoing provisions.



 


		9.3	Time
                                            of the Essence



 


Time
shall in all respects be of the essence of this Agreement.


 






    -13-


     


    

 


		9.4	Applicable
                                            Law



 


This
Subscription Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws
of the State of Nevada.


 


		9.5	Entire
                                            Agreement



 


This
Subscription Agreement, including the Schedules hereto, constitutes the entire agreement between the parties with respect to the transactions
contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties.
There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied,
between the parties hereto other than those expressly set forth in this Subscription Agreement or in any such agreement, certificate,
affidavit, statutory declaration or other document as aforesaid. This Subscription Agreement may not be amended or modified in any respect
except by written instrument executed by each of the parties hereto.


 


		9.6	Costs
                                            and Expenses



 


All
costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription
Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.


 


		9.7	Counterparts



 


This
Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or electronic form
and the parties adopt any signature received by a receiving fax machine or electronic signature as original signatures of the parties.


 


		9.8	Assignment



 


This
Subscription Agreement may not be assigned by either party except with the prior written consent of the other parties hereto.


 


		9.9	Enurement



 


This
Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors
(including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns.


 




[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]


 




    -14-


     


    

 


The
Corporation hereby accepts the subscription for Shares as set forth on the face page of this Subscription Agreement and the Corporation
represents and warrants to the Subscriber that the representations and warranties made by the Corporation to the Subscriber in this Subscription
Agreement are true and correct in all material respects as of the Closing and that the Subscriber is entitled to rely thereon.


 


Dated
this   day of _________________, 2021.


 


 


	 	CRYOMASS
    TECHNOLOGIES INC.
	 	 
	 	Per:
	 
	 	 	Authorized
    Signing Officer

    Philip
    B. Mullin, Chief Financial Officer






 






     


     


    

 


SCHEDULE
“A” 


EXEMPTION
FORM


TO BE COMPLETED BY ALL INVESTORS


 


	Please complete this Exemption Form by indicating the category of exempt investor to which the Subscriber belongs and completing and signing page 3 of this Exemption Form. Initial the box or line to the left of each item. Initial only one of boxes 1, 2, or 3. If box 2 or 3 is marked, mark only one sub-item under box 2 or box 3.
	 

                                                                                                 The Subscriber represents, warrants and covenants to the Corporation and acknowledges that the Corporation is relying thereon, that: 

                                                                                 

	{#aiEx}{eSIT}{/aiEx}	1.	Subscriber is purchasing the Units as principal and is an accredited investor (if this category is initialed, please complete the attached Schedule “B” – Accredited Investor Certificate);
	 	 	 
	{#ffExROC}{eSIT}{/ffExROC}	2.	the Subscriber is resident other than in Ontario or Saskatchewan, is purchasing the Units as principal, and is:
	 	 	 
	 	
    {#ffExROC}{#ffA}X{/ffA}{/ffExROC}
	(a)	a
director, executive officer or control person of the Corporation, or of an affiliate of the Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffB}X{/ffB}{/ffExROC}
	(b)	a spouse, parent,
grandparent, brother, sister or child of a director, executive officer or control person of the Corporation, or of an affiliate of the
Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffC}X{/ffC}{/ffExROC}
	(c)	a parent, grandparent,
brother, sister or child of the spouse of a director, executive officer or control person of the Corporation, or of an affiliate of the
Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffD}X{/ffD}{/ffExROC}
	(d)	a close personal friend
of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffE}X{/ffE}{/ffExROC}
	(e)	a close business associate
of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffF}X{/ffF}{/ffExROC}
	(f)	a founder of the Corporation
or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffG}X{/ffG}{/ffExROC}
	(g)	a parent, grandparent,
brother, sister or child of a spouse of a founder of the Corporation;
	 	 	 	 
	 	
    {#ffExROC}{#ffH}X{/ffH}
	(h)	a person of which a majority of the voting securities are beneficially owned by, or a majority of the
directors are, persons described in paragraphs (a) to (g); or



 






     


     


    

 


	 	
    {#ffI}X{/ffI}
	(i)	a trust
or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (g);
	 	 	 	 
	{#ffExO}{eSIT}{/ffExO}	3.	the Subscriber is resident in Ontario, is purchasing the Units as principal, and is:
	 	 	 
	 	
    {#ffExO}{#ffA}X{/ffA}{/ffExO}
	(a)	a founder of the Corporation;
	 	 	 	 
	 	
    {#ffExO}{#ffA}X{/ffA}{/ffExO}
	(b)	an affiliate of a founder of the Corporation;
	 	 	 	 
	 	
    {#ffExO}{#ffC}X{/ffC}{/ffExO}
	(c)	a spouse, parent,
brother, sister, grandparent or child of an executive officer, director or founder of the Corporation; or
	 	 	 	 
	 	
    {#ffExO}{#ffA}X{/ffA}{/ffExO}
	
    (d)
	a
person that is a control person of the Corporation.



The following terms used in this exemption
form have the following meanings:


“close business associate”
means an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the
Corporation to be in a position to assess their capabilities and trustworthiness;


“close personal friend”
of a director, executive officer, founder or control person of the Corporation is an individual who knows the director, executive officer,
founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities
and trustworthiness;


“control person” means:


		(a)	a person who holds a sufficient number of the voting rights attached to all outstanding voting securities
of the Corporation to affect materially the control of the Corporation, or



		(b)	each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment
or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of the Corporation
to affect materially the control of the Corporation,



and, if a person or combination of persons
holds more than 20% of the voting rights attached to all outstanding voting securities of the Corporation, the person or combination of
persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the
control of the Corporation;


“executive officer” means
an individual who is:


		(a)	a chair, vice-chair or president;



		(b)	a vice-president in charge of a principal business unit, division or function including sales, finance
or production;



 






    -2-


     


    

 


		(c)	an officer of the Corporation or any of its subsidiaries and who performs a policy-making function in
respect of the Corporation; or



		(d)	performing a policy-making function in respect of the Corporation;



“founder of the Corporation”
means a person who


		(a)	acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the
initiative in founding, organizing or substantially reorganizing the business of the Corporation; and



		(b)	is actively involved in the business of the Corporation.



 


The undersigned has executed this Exemption
Form as of the {subscriptionDay} day of {subscriptionMonth}, 2021.


	
    {#aiEx}If a Corporation, Partnership or Other Entity:

    {#corAiEx}{echoSignSignatureTag}{/corAiEx}

    Name of Entity

    {#corAiEx}{echoSignRequiredFieldTag}{/corAiEx}

    Type of Entity

    {#corAiEx}{subscriberSignatoryName}{/corAiEx}

    Signature of Person Signing

    {#corAiEx}{subscriberSignatoryTitle}{/corAiEx}

    Title of Person Signing{/aiEx}{#ffEx}If a

 Corporation, Partnership or Other Entity:

    {#cor}{echoSignSignatureTag}{/cor}

    Name of Entity

    {#cor}{echoSignRequiredFieldTag}{/cor}

    Type of Entity

    {#cor}{subscriberSignatoryName}{/cor}

    Signature of Person Signing

    {#cor}{subscriberSignatoryTitle}{/cor}

    Title of Person Signing{/ffEx}
	 	
    {#aiEx}If an Individual:

    {#indAiEx}{echoSignSignatureTag}{/indAiEx}

    Signature

    {#indAiEx}{subscriberName}{/indAiEx}

    Name of Individual{/aiEx}{#ffEx}If an Individual:

    {#ind}{echoSignSignatureTag}{/ind}

    Signature

    {#ind}{subscriberName}{/ind}

    Name of Individual{/ffEx}



 






    -3-


     


    

 


SCHEDULE “B”


ACCREDITED INVESTOR CERTIFICATE


TO BE COMPLETED ONLY BY ACCREDITED
INVESTORS


TO: CRYOMASS TECHNOLOGIES INC. (the “Corporation”)


 


		1.1	Certificate



	If you have marked the “accredited investor” category on the Schedule “A” - Exemption Form, please complete this Schedule “B” - Accredited Investor Certificate by initialling or otherwise marking the category of accredited investor to which the Subscriber belongs and completing and signing page 3 of this Accredited Investor Certificate. If you have marked the category of accredited investor under subparagraphs (j), (j.1), (k) or (l), please complete Annex “B1” - Form 45-106F9 – Form for Individual Accredited Investors.
	 

                                                                                                 The Subscriber represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying thereon, that the Subscriber is purchasing the Shares as principal and is:

                                                                                 

	
    {#canadaA}X{/canadaA}
	(a)	except
in Ontario, a Canadian financial institution, or a Schedule III bank;
	 	 	 
	
    {#canadaB}X{/canadaB}
	(b)	except in Ontario,
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	 	 
	
    {#canadaC}X{/canadaC}
	(c)	except in Ontario,
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except
the voting securities required by law to be owned by directors of that subsidiary;
	 	 	 
	
    {#canadaD}X{/canadaD}
	(d)	except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,

                                                                     

                                                                    Jurisdiction(s) registered:
                                            {canadaDJurisdictions}                                                                                 

                                                                     

                                                                    Categories of registration:
                                            {canadaDCategories}                                                                                 

	 	 	 
	
    {#canadaE}X{/canadaE}
	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

                                                                     

                                                                    Jurisdiction(s) registered:
                                            {canadaEJurisdictions}                                                                                 

                                                                     

                                                                    Categories of registration:
                                            {canadaECategories}                                                                                   

	 	 	 
	
    {#canadaE1}X{/canadaE1}
	
    (e.1)
	 an individual
    formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely
    as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland
    and Labrador);

                                                

    Name of person
    with whom Subscriber is or was registered: {#canadaE1}{echoSignRequiredFieldTag}{/canadaE1}

     

    Jurisdiction(s)
    registered: {#canadaE1}{echoSignRequiredFieldTag}{/canadaE1}

     

    

	 	Categories of registration: {#canadaE1}{echoSignRequiredFieldTag}{/canadaE1}
	 	 	 




     


     


    

 


	
    {#canadaF}X{/canadaF}
	(f)	except in Ontario,
the Government of Canada or a jurisdiction of Canada, or any crown Corporation, agency or wholly owned entity of the Government of Canada
or a jurisdiction of Canada;
	 	 	 
	
    {#canadaG}X{/canadaG}
	(g)	except in Ontario,
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe
scolaire de l’île de Montréal or an intermunicipal management board in Québec;
	 	 	 
	
    {#canadaH}X{/canadaH}
	(h)	except in Ontario,
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that
government;
	 	 	 
	
    {#canadaI}X{/canadaI}
	(i)	except in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

                                                                     

                                                                    Jurisdiction(s) registered:
                                            {canadaIJurisdictions}                                                                                   

                                                                     

                                                                    Categories of registration:
                                            {canadaICategories}                                                                                      

	 	 	 
	
    {#canadaJ}X{/canadaJ}
	(j)	an individual who,
either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that
before taxes, but net of any related liabilities, exceeds $1,000,000; [MUST FULLY COMPLETE AND EXECUTE THE ATTACHED FORM 45-106F9]
	 	 	 
	
    {#canadaJ1}X{/canadaJ1}
	(j.1)	an individual who
beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds
$5,000,000; [MUST FULLY COMPLETE AND EXECUTE THE ATTACHED FORM 45-106F9]
	 	 	 
	
    {#canadaK}X{/canadaK}
	(k)	an individual whose
net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with
that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed
that net income level in the current calendar year; [MUST FULLY COMPLETE AND EXECUTE THE ATTACHED FORM 45-106F9]
	 	 	 
	
    {#canadaL}X{/canadaL}
	(l)	an individual who,
either alone or with a spouse, has net assets of at least $5,000,000; [MUST FULLY COMPLETE AND EXECUTE THE ATTACHED FORM 45-106F9]
	 	 	 
	
    {#canadaM}X{/canadaM}
	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

                                                                     

                                                                    Type of Entity
                                            {canadaMType}                                                                                                                 

                                                                     

                                                                    Jurisdiction and date
                                            of formation {canadaMJurisdictionDate}                                                           




 


	{#canadaN}X{/canadaN}	 	an investment fund that distributes or has distributed its securities only to:(n)
	 	 	 
	 	 	(i)	 a person that is or was an accredited investor at the time of the distribution;
	 	 	 
	 	 	 
	 	 	(ii)	 a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds] of National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”); or
	 	 	 
	 	 	(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;



 



    -2-


     


    

 


	
    {#canadaO}X{/canadaO}
	(o)	an
investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator
or, in Québec, the securities regulatory authority, has issued a receipt;
	 	 	 
	
    {#canadaP}X{/canadaP}
	(p)	a
                                            trust company or trust corporation registered or authorized to carry on business under the
                                            Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction
                                            of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed
                                            by the trust company or trust corporation, as the case may be;

                                                                                 

                                                                                Jurisdiction(s)
                                            registered: {canadaPJurisdictions}                                                                                    

                                                                                 

                                                                                Registration
                                            number(s): {canadaPRegistrationNumbers}                                                                         

	 	 	 
	
    {#canadaQ}X{/canadaQ}
	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

                                                                                 

                                                                                Jurisdiction(s)
                                            registered: {canadaQJurisdictions}                                                                                    

                                                                                 

                                                                                Categories
                                            of registration: {canadaQCategories}                                                                                       

	 	 	 
	
    {#canadaR}X{/canadaR}
	(r) 	a
                                            registered charity under the Income Tax Act (Canada) that, in regard to the trade,
                                            has obtained advice from an eligibility adviser or an adviser registered under the securities
                                            legislation of the jurisdiction of the registered charity to give advice on the securities
                                            being traded;

                                                                                 

                                                                                Registration
                                            number(s) assigned to subscriber: {canadaRRegistrationNumbers}                               

                                                                                 

                                                                                Name of
                                            eligibility adviser or registered adviser: {canadaRAdvisorName}                                           

                                                                                 

                                                                                Jurisdiction(s)
                                            registered (adviser): {canadaRJurisdictions}                                                                   

                                                                                 

                                                                                Categories
                                            of registration (adviser): {canadaRCategories}                                                                      

	 	 	 
	
    {#canadaS}X{/canadaS}
	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

                                                                                 

                                                                                Jurisdiction
                                            organized: {canadaSJurisdiction}                                                                                            

                                                                                 

                                                                                Type of
                                            entity: {canadaSType}                                                                                                                     

	 	 	 
	
    {#canadaT}X{/canadaT}
	(t)	a
                                            person in respect of which all of the owners of interests, direct, indirect or beneficial,
                                            except the voting securities required by law to be owned by directors, are persons that are
                                            accredited investors [If this is your applicable category, each owner of interest must
                                            individually complete and submit to the Corporation its own copy of this Accredited Investor
                                            Certificate];

                                                                                 

                                                                                Name(s)
                                            of owners of interest: {canadaTOwners}                                                                                     

                                                                                 

                                                                                Type of
                                            entity (if applicable): {canadaTTypes}                                                                                         

                                                                                 

                                                                                Categories
                                            of accredited investor: {canadaTCategories}                                                                         




 






    -3-


     


    

 


	
    {#canadaU}X{/canadaU}
	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an advisor;

                                                                                 

                                                                                Name of
                                            advisor: {canadaUAdvisorName}                                                                                               

                                                                                 

                                                                                Jurisdiction(s)
                                            registered: {canadaUJurisdictions}                                                                                  

                                                                                 

                                                                                Categories
                                            of registration: {canadaUCategories}                                                                                     

                                                                                 

                                                                                Basis of
                                            exemption: {canadaUExemption}                                                                                                 

	 	 	 
	
    {#canadaV}X{/canadaV}
	
    (v)
	a
    person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator
    as an accredited investor; or

                                                

    Jurisdiction(s)                                     
    recognized                                       or                                       designated:

    {#canadaV}{echoSignRequiredFieldTag}{/canadaV}

	 	 	 
	
    {#canadaW}X{/canadaW}
	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

                                                                                 

                                                                                Name(s)
                                            of settlor: {canadaWSettlors}                                                                                                      

                                                                                 

                                                                                Name(s)
                                            of trustees: {canadaWTrustees}                                                                                                 

                                                                                 

                                                                                Categories
                                            of accredited investor: {canadaWInvestorCategories}                                                       

                                                                                 

                                                                                Categories
                                            of beneficiaries: {canadaWBeneficiaryCategories}                                                             



 


As used in this Accredited Investor Certificate,
the following terms have the following meanings:


“eligibility adviser” means
a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the
Subscriber’s jurisdiction and authorized to give advice with respect to the Shares;


“financial assets” means
cash or securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities
legislation;


“fully managed account”
means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities
for the account without requiring the client’s express consent to a transaction;


“investment fund” has the
meaning ascribed thereto in National Instrument 81-106 – Investment Fund Continuous Disclosure;


“related liabilities”
means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (b)
liabilities that are secured by financial assets; and “securities legislation” has the meaning ascribed thereto
in National Instrument 14-101 – Definitions.


 


The undersigned has executed this Accredited
Investor Certificate as of the {subscriptionDay} day of {subscriptionMonth}, 2021.


 


	
    If a Corporation, Partnership or Other Entity:

    {#corAiEx}{echoSignSignatureTag}{/corAiEx}

    Name of Entity

    {#corAiEx}{echoSignRequiredFieldTag}{/corAiEx}

    Type of Entity

    {#corAiEx}{subscriberSignatoryName}{/corAiEx}

    Signature of Person Signing

    {#corAiEx}{subscriberSignatoryTitle}{/corAiEx}

    Title of Person Signing
	
    If an Individual:

    {#indAiEx}{echoSignSignatureTag}{/indAiEx}

    Signature

    {#indAiEx}{subscriberName}{/indAiEx}

    Name of Individual



 




    -4-


     


    

 


Annex B1


 


Form 45-106F9


 


Form for Individual Accredited Investors


 


	
    WARNING!

    This investment is risky. Don’t invest unless
    you can afford to lose all the money you pay for this investment.

     



 


	SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
	1. About your investment 
	Type of securities: Units, Shares and Warrant Shares	Issuer: CRYOMASS TECHNOLOGIES INC.    
	
    Purchased from: CRYOMASS TECHNOLOGIES INC.

     

	SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 
	2. Risk acknowledgement 
	
     

    This investment is risky. Initial that you understand
    that:
	Your initials
	Risk of loss – You could lose your entire investment of ${#indAiEx}{subscriptionValue}{/indAiEx}. [Instruction: Insert the total dollar amount of the investment.] 	{#indAiEx}{eSIT}{/indAiEx}
	Liquidity risk – You may not be able to sell your investment quickly – or at all.   	{#indAiEx}{eSIT}{/indAiEx}
	Lack of information – You may receive little or no information about your investment.  	{#indAiEx}{eSIT}{/indAiEx}
	Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. 	{#indAiEx}{eSIT}{/indAiEx}
	3. Accredited investor status 
	You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.  	Your initials
	●	Your
net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000
in the current calendar year. (You can find your net income before taxes on your personal income tax return.) 	{#indAi3A}{eSIT}{/indAi3A}
	●	Your
net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you
expect your combined net income before taxes to be more than $300,000 in the current calendar year. 	{#indAi3B}{eSIT}{/indAi3B}
	●	Either
alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
	{#indAi3C}{eSIT}{/indAi3C}
	●	Either
alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate)
minus your total debt.) 	{#indAi3D}{eSIT}{/indAi3D}



 




     


     


    

 


	4. Your name and signature 
	By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.  
	First and last name (please print): {#indAiEx}{subscriberName}{/indAiEx}
	Signature:  {#indAiEx}{echoSignSignatureTag}{/indAiEx}	  Date: {#indAiEx}{accreditedInvestorSubscriptionDate}{/indAiEx}
	SECTION 5 TO BE COMPLETED BY THE SALESPERSON 
	5. Salesperson information  
	[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] 
	First and last name of salesperson (please print):  Christian Noël (Cryomass Technologies Inc.)
	Telephone: +1 (720) 506-9610	  Email: c.noel@cryomass.com
	Name of firm (if registered): 
	SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
	6. For more information about this investment 
	
    For investment in a non-investment fund

    Philip B. Mullin

    CRYOMASS TECHNOLOGIES INC.

    1001 Bannock Street, Suite 612 

    Denver, Colorado 80204

    E-Mail: b.mullin@cryomass.com

     

    For more information about
prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.




 


  Form instructions:


 


		1.	This form does not mandate the use of a specific font size
or style but the font must be legible.



 


		2.	The information in sections 1, 5 and 6 must be completed
before the purchaser completes and signs the form.



 


		3.	The purchaser must sign this form. Each of the purchaser
and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder
is required to keep a copy of this form for 8 years after the distribution.