SUBSCRIPTION AGREEMENT

ELITE PERFORMANCE HOLDING CORP.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of ____________ 2018 between Elite Performance

Holding Corp., a corporation organized under the laws of the State of Nevada, with offices at 0000 Xxxxxxxxxx Xxx,

Xxxx Xx. Xxxxx, XX 00000 (the “Company”), and the undersigned (the “Subscriber” and together with each of the

other subscribers in the Offering (defined below), the “Subscribers”).

WHEREAS, the Company desires to issue shares of its common stock (collectively, the “Shares”) in a

private placement (the “Offering”), at a purchase price of $ .05 per Share;

WHEREAS, the minimum investment for each Subscriber of the Offering is $2,000.00;

WHEREAS, the Subscriber is delivering simultaneously herewith a completed confidential investor

questionnaire (the “Questionnaire”),

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set

forth, the parties hereto do hereby agree as follows:

I.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF

SUBSCRIBER

1.1.

Subscription for Shares. Subject to the terms and conditions hereinafter set forth, the

Subscriber hereby subscribes for and agrees to purchase from the Company such aggregate amount of Shares

as is set forth upon the signature page hereof; and the Company agrees to sell such Shares to the Subscriber

for said purchase price subject to the Company’s right to sell to the Subscriber such lesser number of Shares

as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by

wire transfer, or certified or bank checks made payable to “ELITE PERFORMANCE HOLDING

CORP.”  and  delivered  contemporaneously  with  the  execution  and  delivery  of  this  Subscription

Agreement to the Company’s address set forth above.

1.2.

Reliance on Exemptions. The Subscriber acknowledges that this Offering has not been

reviewed by the United States Securities and Exchange Commission (“SEC”) or any state agency because

of the Company’s representations that this is intended to be a nonpublic offering exempt from the registration

requirements of the Securities Act of 1933, as amended (the “1933 Act”) and state securities laws. The

Subscriber  understands  that  the  Company  is  relying  in  part  upon  the  truth  and  accuracy  of,  and  the

Subscriber’s   compliance   with,   the   representations,   warranties,   agreements,   acknowledgments   and

understandings of the Subscriber set forth herein in order to determine the availability of such exemptions

and the eligibility of the Subscriber to acquire the Shares.

1.3.

Investment Purpose. The Subscriber represents that the Shares comprising the Shares (the

“Securities”) are being purchased for his or her own account, for investment purposes only and not for

distribution or resale to others in contravention of the registration requirements of the 1933 Act. The

Subscriber agrees that it will not sell or otherwise transfer the Securities unless they are registered under the

1933 Act or unless an exemption from such registration is available.

1.4.

Accredited Investor. The Subscriber represents and warrants that he or she is an

“accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act,

as indicated by its responses to the Questionnaire, and that it is able to bear the economic risk of any

investment in the Shares. The Subscriber further represents and warrants that the information furnished in

the Questionnaire is accurate and complete in all material respects.

1.5      RISK OF INVESTMENT. THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OF THE

SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING, WITHOUT LIMITATION, ANY AND

ALL   RISKS   DISCUSSED   IN   THIS   SUBSCRIPTION   AGREEMENT.   AN   INVESTMENT   IN   THE

COMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S ENTIRE

INVESTMENT.

(a)

Risk of Loss of Investment.  An investment in the Company and the Shares offered hereby

involve a high degree of risk. An investment in the Shares is suitable only for investors who can bear a loss of their

entire investment.

(b)

Value of Shares is Speculative. The terms of this offering have been determined arbitrarily

by the Company.  There is no relationship between such terms and the Company’s assets, earnings, book value and/or

any other objective criteria of value.

(c)

Dependence on Net Proceeds; No Minimum Offering.  The Company is wholly dependent

upon the net  proceeds of this Offering  to fund its operations, as  more specifically described  elsewhere in this

Subscription Agreement. There is no commitment by any person to purchase Shares and there is no assurance that any

number of Shares will be sold. Additionally, there is no minimum amount of funds that are required to be raised in

order for the Company to accept subscriptions received from investors and the Company’s may terminate this Offering

prior to the expiration of the Offering Period. There is no assurance that the Company will sell a sufficient number of

Shares in this Offering on a timely basis or that the net proceeds after payment of debts and other obligations will be

adequate for the Company’s needs.

(d)

Need for Additional Capital; Additional Private Placement. The net proceeds raised by the

Company from this Offering will be used immediately to fund the Company’s current operations. The Company will

therefore require significant additional financing shortly after this Offering, regardless of the net proceeds received,

in order to satisfy its cash requirements. Upon completion of this offering, the Company intends to affect a registration

on Form S-1 and may seek to raise additional funds in private placement transactions. However, there is no assurance

that it will be able to do so in a timely manner or on terms that will enable it to enter its proposed business on a

reasonable basis.

(e)

Restrictions on Resale. The Shares and the Shares are “restricted” securities and may not

be resold or otherwise transferred except pursuant to an effective registration statement or an exemption under the

1933 Act and applicable state or “blue sky” laws.

(f)

Planned  Expansion.    While  the  Company  has  operated  in  its  current  business  since

September 15, 2016, we intend to expand our operations and hire additional personnel. In connection with our

expansion, we may experience the following:

·      lack of sufficient capital;

·

competition

·      adverse effects of general economic conditions;

·      uncertain market acceptance of our services;

·

an intense and immediate need for additional personnel.

(g)

Dependence upon the Company’s Officers and Directors.  The Company is wholly

dependent upon its officers and directors of the Company, for the operations and success of the Company. The loss

of their services would have a material adverse effect on the Company’s business, financial condition and results of

operations.

(h)

Capital Structure of the Company.   The following sets forth the capital structure of the

Company prior to the sale of any Securities in this Offering.

(i)

The  Company  has  500,000,000 authorized  shares  of  capital  stock  consisting  of  (A)

465,000,000 shares of Common Stock and 35,000,000 shares of Preferred stock.

(ii)

The Company has 50,000,000 shares of Common Stock issued and outstanding.

(iii)

The Company has no other securities currently issued and outstanding. There are

2,500,000 options exercisable at $ .05 cents. There are no other warrants, options or other securities

outstanding that are convertible into or exercisable for any securities of the Company.

1.6

Summary of Proposed Business.

The Company operates a sports beverage company in the nutritional and dietary supplement industry.

1.7

Information.  The Subscriber acknowledges receipt and full and careful review and understanding

of this Subscription Agreement with any exhibits thereto (the “Offering Document”) and hereby represents that: (i)

it has been furnished by the Company during the course of this transaction with all information regarding the Company

which it has requested; and (ii) that it has been afforded the opportunity to ask questions of and receive answers from

duly authorized officers of the Company concerning the terms and conditions of the Offering, and any additional

information which it has requested.

1.8

No Representations or Warranties. The Subscriber hereby represents that, except as expressly

set forth in the Offering Document, no representations or warranties have been made to the Subscriber by the Company

or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying

on any information other than that contained in the Offering Documents and the results of independent investigation

by the Subscriber.

1.9

Tax Consequences. The Subscriber acknowledges that this Offering of the Shares may involve

tax consequences and that the contents of the Offering Documents do not contain tax advice or information. The

Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences

of an investment in the Shares.

1.10

Transfer or Resale. The Subscriber understands that: (a) none of the Securities have been and

may not be registered under the 1933 Act or any state securities laws; (b) the Securities may not be offered for sale,

sold, assigned, pledged, transferred or otherwise disposed of (each a “Disposition”) unless, prior to effecting any such

Disposition (other than any transfer not involving a change in beneficial ownership) (i) there is in effect a registration

statement  under  the  1933  Act  covering  the  Disposition  and  the  Disposition  is  made  in  accordance  with  such

registration statement, or (ii) the Subscriber gives written notice to the Company of such Subscriber’s intention to

effect a Disposition and such notice shall describe the manner and circumstances of the proposed Disposition, and

shall be accompanied by either (A) a written opinion of a legal counsel that a Disposition of the Securities may be

made pursuant to an exemption from such registration, or (B) any other evidence reasonably satisfactory to counsel to

the Company; and (C) the Company is under no obligation to register the Securities under the 1933 Act or any state

securities laws or to comply with the terms and conditions of any registration exemption thereunder.

1.11

Legends. The Subscriber understands that the certificates or other instruments representing the

Securities, until such time as they have been registered under the 1933 Act as contemplated by the Registration Rights

Agreement, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed

against transfer of such certificates or other instruments):

THE    SECURITIES    REPRESENTED    BY    THIS    CERTIFICATE    HAVE    NOT    BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF

COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT

REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

The legend set forth above shall be removed and the Company shall issue a certificate or other instrument without

such legend to the holder of the Securities upon which it is stamped, if (a) there is in effect a registration statement

under the 1933 Act covering  the Disposition and the Disposition is  made in accordance  with such registration

statement or (b) if the Disposition of the Securities is completed in satisfaction of the requirements of Rule 144 of the

1933 Act.

1.12

Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or other entity, the

Subscriber represents and warrants that: (a) it is authorized and otherwise duly qualified to purchase and hold the

Shares; and (b) that this Subscription Agreement has been duly and validly authorized, executed and delivered and

constitutes the legal, binding and enforceable obligation of the undersigned.

1.13

Residency. The Subscriber represents that its principal address is furnished at the end of this

Subscription Agreement.

1.14

Foreign Subscriber. If the Subscriber is not a United States person, such Subscriber hereby

represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any

invitation to subscribe for the Shares or any use of this Subscription Agreement, including: (a) the legal requirements

within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase;

(c)  any  governmental  or  other  consents  that  may  need  to  be  obtained;  and  (d)  the  income  tax  and  other  tax

consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the securities

comprising the Shares. Such Subscriber’s subscription and payment for, and his or her continued beneficial ownership

of the Shares, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

1.15

FINRA Member. The Subscriber acknowledges that if it is a Registered Representative of an

FINRA member firm, the Subscriber must give such firm notice required by the FINRA’s Rules of Fair Practice,

receipt of which must be acknowledged by such firm on the signature page hereof.

1.16

Confidential Information. The subscriber acknowledges that the information contained in this

Subscription Agreement and the related schedules and Exhibits, as well as any other information relating to the

Company that has been provided to the Subscriber in connection with this Offering is the confidential and proprietary

information of the Company. The Subscriber agrees that he shall not disclose any of said information to any other

person, except for his financial and legal advisors, who require such information to advise the Subscriber with respect

to his contemplated investment, and in the event that the Subscriber does not invest in this Offering, he shall return all

materials provided to him by the Company, including any copies thereof, to the Company.

II.

REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber, except as set forth in the disclosure schedules

attached hereto:

2.1

Organization and Qualification. The Company and its “Subsidiaries” (which for purposes of this

Subscription Agreement means any entity in which the Company, directly or indirectly, owns capital stock and holds

a majority or similar interest) are duly organized and validly existing in good standing under the laws of the jurisdiction

in which they were organized, and have the requisite power and authorization to own their properties and to carry on

their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign

corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature

of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so

qualified or be in good standing would not have a Material Adverse Effect. As used in this Subscription Agreement,

“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results

of operations or financial condition of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions

contemplated hereby, or by the other Offering Documents or the agreements and instruments to be entered into in

connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the

Offering Documents.

2.2

Authorization;  Enforcement;  Validity.  The  Company  has  the  requisite  corporate power  and

authority to enter into and perform its obligations under this Subscription Agreement and the Escrow Agreement and

to perform its obligations under the Offering Document, and to issue the Securities in accordance with the terms of

the Offering Document. The execution and delivery of the Offering Document by the Company and the consummation

by the Company of the transactions contemplated by the Offering Documents, including  without limitation the

issuance of the Securities, have been duly authorized by the Company’s board of directors and no further consent or

authorization is required by the Company, its board of directors or its stockholders. The Offering Documents have

been duly executed and delivered by the Company and constitute valid and binding obligations of the Company

enforceable against the Company in accordance with their terms, except as such enforceability may be limited by

general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar

laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

2.3

Capitalization. Prior to the Initial Closing, the authorized, issued and outstanding securities of the

Company (including, but not limited to, all and/or other securities convertible into equity securities of the Company

and all options and warrants, all of which are listed in Section 1.1(i) of this Subscription Agreement.  All of the issued

and outstanding securities of the Company have been and are, or upon issuance will be duly authorized, validly issued,

fully paid and non-assessable. Except as disclosed in Offering Document, (i) no shares of the Company's capital stock

are subject to preemptive rights under Nevada law or any other similar rights or any liens or encumbrances suffered

or permitted by the Company; (ii) there are no outstanding debt securities issued by the Company; (iii) there are no

outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating

to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or any of

its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its

Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its

Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or

any of its  Subsidiaries;  (iv)  there  are  no  agreements  or  arrangements  under  which  the  Company or  any of its

Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (v) there are no outstanding

securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are

no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or

may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) there are no securities or

instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as

described in the Offering Documents; and (vii) the Company does not have any stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All prior sales of securities of the Company were either

registered under the 1933 Act and applicable state securities laws or exempt from such registration, and no security

holder has any rescission rights with respect thereto.

2.4

Issuance of Securities; Reservation. The issuance, sale and delivery of the Securities have been

duly authorized by all requisite corporate action by the Company and, upon issuance in accordance with the Offering

Documents, shall be (a) duly authorized, validly issued, fully paid and non-assessable, (b) free from all taxes, liens

and charges with respect to the issue thereof except that may be created by the Subscriber, and (c) entitled to the rights

and preferences set forth in the Securities. Assuming (i) the accuracy of the information provided by the respective

Subscribers in the Subscription Agreement and Questionnaire, and (ii) that all of the offerees and Subscribers are

“accredited investors” as such term is defined in Rule 501 of Regulation D, the offer and sale of the Shares pursuant

to the terms of this Subscription Agreement are and will be exempt from the registration requirements of the 1933 Act

and the rules and regulations promulgated thereunder. The Company is not disqualified from the exemption under

Regulation D by virtue of the disqualification contained in Rule 507 thereof or otherwise.

2.5

No Conflicts. Except as set forth in the Offering Documents, the execution, delivery and

performance of the Offering Documents by the Company, the consummation by the Company of the transactions

contemplated by the Offering Documents, and the issuance of the Securities and performance by the Company of its

obligations  under  the  Offering  Documents,  will  not  (a)  result  in  a  violation  of  the  Company’s  Certificate  of

Incorporation, any other certificate of designations, preferences and rights of any outstanding series of preferred stock

of the Company, or the Company’s By-Laws, (b) conflict with, or constitute a default or an event which with notice

or lapse of time or both would become a default under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any material agreement, note and/or other indebtedness, lease, license or instrument,

or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities

laws and regulations and the rules and regulations of the FINRA) applicable to the Company or any of its Subsidiaries

or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

2.6

Consents. The Company is not required to obtain any consent, authorization or order of, or make

any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order

for it to execute, deliver or perform any of its obligations under or contemplated by the Offering Documents. Except

as otherwise provided in the Offering Documents, all consents, authorizations, orders, filings and registrations which

the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the

date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might prevent the

Company from obtaining or effecting any of the foregoing.

2.7 No General Solicitation. None of the Company, its Subsidiaries, any of their affiliates,

and any person acting on their behalf, has engaged in any form of general solicitation or general advertising (within

the meaning of Regulation D under the 0000 Xxx) in connection with the offer or sale of the Securities.

2.8 No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates,

and any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited

any offers to buy any security, under circumstances that would require registration of any of the Securities under the

1933 Act by causing this Offering of the Securities to be integrated with prior offerings by the Company for purposes

of the 1933 Act or any applicable stockholder approval provisions, including without limitation, under the rules and

regulations of any exchange or automated quotation system on which any of the securities of the Company are listed

or designated, or otherwise. None of the Company, its Subsidiaries, their affiliates and any person acting on their

behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the

Securities under the 1933 Act by causing the Offering of the Securities to be integrated with other offerings, or

otherwise.

2.9 Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any

director, officer, agent, employee or other person acting on behalf of the Company or any of its Subsidiaries has, in

the course of its actions for, or on behalf of, the Company, (a) used any corporate funds for any unlawful contribution,

gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful

payment to any foreign or domestic government official or employee from corporate funds, (b) violated or is in

violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (c) made any unlawful

bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government

official or employee.

2.10   Absence of Litigation. Except as set forth in the Offering Document, there is no action,

suit, proceeding, inquiry or investigation before or by the FINRA, any court, public board, government agency, self-

regulatory organization or body, or arbitrator pending or, to the knowledge of the Company, threatened against the

Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s

Subsidiaries’ officers or directors in their capacities as such.

2.11  Tax Status. Except as set forth in the Offering Document, the Company and each of its

Subsidiaries has made or filed all federal and state income and all other tax returns, reports and declarations required

by any jurisdiction to which it is subject, except when the failure to do so would not have a Material Adverse Effect,

and has paid  all taxes and  other  governmental assessments and charges that are  material in amount, shown or

determined to be due on such returns, reports and declarations or to the Company’s knowledge otherwise due and

payable, except those being contested in good faith and has set aside on its books reserves in accordance with GAAP

reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports

or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of

any jurisdiction, and the officers of the Company know of no basis for any such claim.

2.12Securities Law Compliance. The offer, offer for sale, and sale of the Shares has not been

registered with the SEC. The Shares are to be offered, offered for sale and sold in reliance upon the exemptions from

the registration requirements of Section 5 of the 1933 Act. The Company will conduct the Offering in compliance

with the requirements of Regulation D under the 1933 Act, and the Company will file all appropriate notices of offering

with the SEC.

2.13Title. Except as set forth in or contemplated by the Offering Document, the Company has

good and marketable title to all material properties and tangible assets owned by it, free and clear of all liens, charges,

encumbrances or restrictions, except as such as are not significant or important in relation to the Company’s business;

all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or

under which the Company holds properties or assets as lessee or sublessee are in full force and effect, and the Company

is not in default in any material respect with respect to any of the terms or provisions of any of such leases or subleases,

and to the Company’s knowledge no material claim has been asserted by anyone adverse to rights of the Company as

lessor, sublessor, lessee or sublessee under any of the leases or subleases mentioned above, or affecting or questioning

the right of the Company to continued possession of the leased or subleased premises or assets under any such lease

or sublease. The Company owns, leases or licenses all such properties as are necessary to its operations as described

in the Offering Documents.

2.14Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate

rights or licenses to use all trademarks, trade names, service marks, service xxxx registrations, service names, patents,

patent  rights,  copyrights,  inventions,  licenses,  approvals,  governmental  authorizations,  trade  secrets  and  rights

necessary to conduct their respective businesses as now conducted, the lack of which could reasonably be expected to

have a Material Adverse Effect. Except as set forth in the Offering Documents, to the Company’s knowledge, none

of the Company's trademarks, trade names, service marks, service xxxx registrations, service names, patents, patent

rights,  copyrights,  inventions,  licenses,  approvals,  government  authorizations,  trade  secrets  or  other  intellectual

property rights have expired or terminated, or are expected to expire or terminate within two (2) years from the date

of this Subscription Agreement, except where such expiration or termination would not have either individually or in

the aggregate a Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any

infringement by the Company or its Subsidiaries of trademarks, trade name rights, patents, patent rights, copyrights,

inventions, licenses, service names, service marks, service xxxx registrations, trade secrets or other similar rights of

others, or of any such development of similar or identical trade secrets or technical information by others and, except

as set forth in the Offering Document, no claim, action or proceeding has been made or brought against, or to the

Company's knowledge, has been threatened against, the Company or its Subsidiaries regarding trademarks, trade name

rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service xxxx registrations,

trade secrets or other infringement, except where such infringement, claim, action or proceeding would not reasonably

be expected to have either individually or in the aggregate a Material Adverse Effect. Except as set forth in the Offering

Document, the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any

of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,

confidentiality and value of all of their intellectual properties except where the failure to do so would not have either

individually or in the aggregate a Material Adverse Effect.

2.15Registration Rights. Except as set forth in the Registration Rights Agreement, which is

attached hereto as Exhibit A, no person has any right to cause the Company to effect the registration under the 1933

Act of any securities of the Company.

2.16Brokers. Neither the Company nor any of its officers, directors, employees or stockholders

has employed any broker or finder in connection with the transactions contemplated herein.

2.17Disclosure. None of the representations and warranties of the Company appearing in this

Subscription Agreement or any information appearing in any Exhibit or Schedule hereto other than material which

says it is a “belief” or “expectation” of the Company or similarly qualified, which statements the Company believes

to the best of its knowledge as of the date hereof and at each Closing Date to be true and accurate in all material

respects and not misleading), when considered together as a whole, contains, or on any Closing Date will contain, any

untrue statement of a material fact or omits, or on any Closing Date will omit, to state any material fact required to be

stated herein or therein in order for the statements herein or therein, in light of the circumstances under which they

were made, not to be misleading.

III.

TERMS OF SUBSCRIPTION

3.1

Closing and Termination of Offering. Provided that the required conditions to closing set forth

in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at

the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within

30 days of the receipt of the first cleared subscriber’s funds.  The Company may consummate subsequent closings of

the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions

to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder.

The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing

hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the

day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection

with the offering for sale of the Shares and shall continue until the earlier to occur of: (i) the sale of the all of the

Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), June 30, 2018; provided,

however, that (A) if all of the Shares have not been sold on or prior to June 30, 2018, this Offering may be extended

for an additional ninety (90) days by the Company in its sole discretion and (B) this Offering may be terminated prior

to June 30, 2018, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter

referred to as the “Termination Date.”

3.2

Certificates.  The  Subscriber  hereby  authorizes  and  directs  the  Company,  upon  each

closing of the Offering, to (i) deliver the certificates representing the Shares (the “Stock Certificates”) to be issued

to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated in the Questionnaire,

by thirty (30) days after the applicable Closing Date.

IV.

COVENANTS

4.1 Form D. On ______________________ the Company filed a Form D with respect to the Shares as

required under Regulation D under the 1933 Act, which is available for review at XXX.xxx and, upon

written request, the Company can provide a copy thereof to the Subscriber.

4.2 Use of Proceeds. The Company shall only use the net proceeds from the sale of the Shares for the

following purposes:

(a)

To pay the expenses of the Offering, including, but not limited to legal and accounting fees;

(b)

To fund the costs of a Securities Act Registration Statement; and

(c)

Working capital requirements.

V.

CONDITIONS TO CLOSING IN FAVOR OF THE COMPANY

The obligation of the Company hereunder to issue and sell Shares to the Subscriber at the Closing is subject

to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for

the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the

Subscriber with prior written notice thereof:

5.1

Offering Documents. The Subscriber shall have executed a Questionnaire, and this Subscription

Agreement and delivered the same to the Company.

5.2

Purchase Price. The Subscriber shall have paid the purchase price for the Shares being purchased

by the Subscriber at the Closing in the manner set forth in Section 1.1.

5.3

Representations and Warranties. The representations and warranties of the Subscriber shall be

true and correct in all material respects as of the date when made and as of the Closing as though made at that time,

and the Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements

and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber

at or prior to the Closing.

5.4

Other Matters. All opinions, certificates and documents and all proceedings related to this Offering

shall be in form and content reasonably satisfactory to the Company and its legal counsel.

VI.

CONDITIONS TO CLOSING IN FAVOR OF THE SUBSCRIBER

The obligation of the Subscriber hereunder to purchase the Shares is subject to the satisfaction, at or before

the Closing, of each of the following conditions, provided that these conditions are for the Subscriber’s sole benefit

and may be waived by the Subscriber at any time in its sole discretion by providing the Company with prior written

notice thereof:

6.1

Offering Documents. The Company shall have executed and delivered to the Subscriber each of

the Offering Documents to which its signature is required.

6.2

Representations and Warranties. The representations and warranties of the Company shall be true

and correct as of the date when made and as of the Closing as though made at that time (except for representations and

warranties that reference a specific date which shall have been true and correct in all material respects as of such date),

and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and

conditions required by the Offering Documents to be performed, satisfied or complied with by the Company at or prior

to the Closing.

VII.

RIGHTS OF TERMINATION

7.1

Termination by Subscriber or Company. This Subscription Agreement may be terminated at any

time prior to the Closing: (a) by mutual written consent of the parties hereto; or (b) by the Company or the Subscriber

upon written notice to the other party if any court or governmental authority of competent jurisdiction shall have

issued a final, non-appealable order restraining, enjoining or otherwise prohibiting the consummation of the

transactions contemplated by this Subscription Agreement. Termination of this Subscription Agreement under this

Section 7.1 shall result in this Subscription Agreement becoming void and of no further force and effect, except that

a termination shall not release, or be construed as so releasing, any party hereto from any liability or damage to the

  other party hereto arising out of the breaching party’s willful and material breach of the warranties and representations

made by it, or willful and material failure in performance of any of its covenants, agreements, duties or obligations

provided hereunder, and the obligations under Section 8.8 shall survive such termination.

VIII.      MISCELLANEOUS

8.1 Notice. Any notices, consents, waivers or other communications required or permitted to be given under

the terms of this Subscription Agreement must be in writing and will be deemed to have been delivered: (a) upon

receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is

mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit

with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and

facsimile numbers for such communications shall be:

If to the Company at the address set forth in the first paragraph of this agreement, Attn. Xxx XxXxxxxx, CEO.

If to the Subscriber, to its address and email or facsimile number set forth at the end of this Subscription

Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified

by written notice given to the Company five (5) days prior to the effectiveness of such change.

Written confirmation of receipt (a) given by  the recipient of such notice, consent, waiver or other

  communication, (b) mechanically or electronically generated by the sender’s facsimile machine containing the time,

date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight

courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight

courier service in accordance with clauses (a), (b) or (c) above, respectively.

8.2

Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or

written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with

respect to the matters discussed herein, and this Subscription Agreement and the instruments referenced herein

contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as

specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty,

covenant or undertaking with respect to such matters. No provision of this Subscription Agreement may be amended

or waived other than by an instrument in writing signed by the Company and each Noteholder.

8.3

Severability. If any provision of this Subscription Agreement shall be invalid or unenforceable in

any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of

this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this Subscription

Agreement in any other jurisdiction.

8.4

Governing Law; Jurisdiction. This Agreement shall be governed by and construed solely in

accordance with the internal laws of the State of Nevada with respect to contracts executed, delivered and to be fully

performed therein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and

irrevocably agree that any suit or proceeding arising under this Agreement or the consummation of the transactions

contemplated hereby, shall be brought solely in a federal or state court located in the State of Nevada. By its execution

hereof, Company and Subscriber hereby expressly and irrevocably submits to the in personam jurisdiction of the

federal and state courts located in the State of Nevada and agree that any process in any such action may be served

upon him or her personally, or by certified mail or registered mail upon such party or such agent, return receipt

requested, with the same full force and effect as if personally served upon such party in Nevada. The parties hereto

each waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any

defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the

party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and

disbursements.

8.5

Headings. The headings of this Subscription Agreement are for convenience of reference and shall

not form part of, or affect the interpretation of, this Subscription Agreement.

8.6

Successors and Assigns. This Subscription Agreement shall be binding upon and inure to the

benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Company

shall not assign this Subscription Agreement or any rights or obligations hereunder. Subscriber may assign some or

all of its rights hereunder without the consent of the Company, provided, however, that any such assignment shall not

release the Subscriber from its obligations hereunder unless such obligations are assumed by such assignee and the

Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

8.7

No Third-Party Beneficiaries. This Subscription Agreement is intended for the benefit of the

parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision

hereof be enforced by, any other person.

8.8

Survival. The representations and warranties of the Company and the Subscriber contained in

Article I and Article II and the agreements set forth this Article VIII shall survive the Closing for a period of twelve

(12) months.

8.9

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such

further  acts  and  things,  and  shall  execute  and  deliver  all  such  other  agreements,  certificates,  instruments  and

documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of

this Subscription Agreement and the consummation of the transactions contemplated hereby.

8.10

No Strict Construction. The language used in this Subscription Agreement will be deemed to be

the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied

against any party.

8.11

Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription

Agreement and the exhibits hereto; (b) it understands that the Company has been represented in the preparation,

negotiation,  and  execution  of  this  Subscription  Agreement  by  counsel  to  the  Company;  (c)  it  has  either  been

represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its own

choice,  or  has  chosen  to  forego  such  representation  by  legal  counsel  after  being  advised  to  seek  such  legal

representation; and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware

of its legal and binding effect.

8.12

Confidentiality. The Subscriber agrees that it shall keep confidential and not divulge, furnish or

make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of

the Company contained in the Offering Documents to which it has become privy by reason of this Subscription

Agreement.

8.13

Counterparts. This Subscription Agreement may be executed in two or more identical counterparts,

all of which shall be considered one and the same agreement and shall become effective when counterparts have been

signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due

execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an

original, not a facsimile signature.

Remainder of Page Intentionally Left Blank

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first

written above.

SUBSCRIBER **

CO-SUBSCRIBER **

Signature of Subscriber

Signature of Co-Subscriber

Name of Subscriber [please print]

Name of Co-Subscriber [please print]

Address of Subscriber

Address of Co-Subscriber

Social Security or Taxpayer

Social Security or Taxpayer Identification

Identification Number of Subscriber

Number of Co-Subscriber

Name of Holder(s) as it should appear on the security certificates* [please print]

* Please provide the exact names that you wish to see on the certificates

(1)

For individuals, print full name of subscriber.

(2)

For joint, print full name of subscriber and all co-subscribers.

(3)

For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,” “etc,” “LLC,”

“LP,”etc.

(4)

For Trusts, print trust name (please contact your trustee for the exact name that should appear on the

certificates.)

Dollar Amount of Shares Subscribed For: $

Dollar Amount of

Subscription Accepted: $

SUBSCRIPTION ACCEPTED BY THE COMPANY

ELITE PERFORMANCE HOLDING CORP.

Date: ______________________________

By:

Xxx XxXxxxxx, CEO

**If Subscriber is a Registered Representative with an FINRA member

firm  or  an  affiliated  person  of  an  FINRA  member  firm,  have  the

acknowledgment to the right signed by the appropriate party:

The  undersigned  FINRA  Member  firm  acknowledges  receipt  of  the

notice required by Rule 3040 of the FINRA Conduct Rules.

Name of FINRA Member Firm

By:

Authorized Officer

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement"), dated________________, 2018 is made by and between

Elite  Performance  Holding  Corp.,  a  Nevada  corporation  ("Company")  and  the  undersigned  Subscriber  of  the

Company’s Common Stock under the terms and conditions of the Subscription Agreement dated ______________,

2018 (the "Subscriber").

RECITALS

WHEREAS, upon the terms and subject to the conditions of the Subscription Agreement ("Subscription

Agreement"), between the Subscriber and the Company, the Company has agreed to issue and sell to the Subscriber

__________________ shares (the "Subscription Shares") of its common stock, $0.0001 par value per share (the

"Common Stock") for an aggregate investment price of _________________ Dollars ($_____________________)

(the "Registered Securities"); and

WHEREAS, to induce the Subscriber to execute and deliver the Subscription Agreement, the Company has

agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations

thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws

with respect to the Registered Securities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and

the Subscriber hereby agree as follows:

1.

Definitions.

(a)

As used in this Agreement, the following terms shall have the following meaning:

(i)

"Subscription Date" means the date of this Agreement.

(ii)

"Subscriber" has the meaning set forth in the preamble to this Agreement.

(iii)

"Register," "registered" and "registration" refer to a registration effected by preparing and filing a

Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the

Securities Act or any successor rule providing for offering securities on a delayed or continuous basis ("Rule 415"),

and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and

Exchange Commission (the "SEC").

(iv)

"Registered  Securities"  will  have  the  same  meaning  as  “Shares”  as  forth  in  the  Subscription

Agreement.

(v)

"Registration Statement" means the Company’s registration statement on Form S-1, or any similar

registration  statement  of the  Company  filed  with  SEC  under  the  Securities  Act  with  respect  to  the  Registered

Securities.

(vi)

"XXXXX" means the SEC's Electronic Data Gathering, Analysis and Retrieval System.

(vii)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal

statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.

(b)

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings

set forth in the Subscription Agreement.

2.

[RESERVED]

3.

Obligation of the Company. In connection with the registration of the Registered Securities, the

Company shall do each of the following:

(a)

Prepare promptly and file with the SEC within one hundred eighty (180) days after the

date hereof, a Registration Statement  with respect to not less than the  maximum allowable under Rule 415  of

Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement

relating to the Registered Securities to become effective within five (5) business days after notice from the Securities

and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration

Statement effective at all times prior to the termination of the Subscription Agreement until the earliest of (i) the date

that is three months after the completion of the last Closing Date under the Subscription Agreement, (ii) the date when

the Subscriber may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the

Subscriber no longer owns any of the Registered Securities (collectively, the "Registration Period"), which

Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary  to  make  the  statements  therein,  in  the  light  of  the  circumstances  under  which  they  were  made,  not

misleading;

(b)

Prepare and file with the SEC such amendments (including post-effective amendments)

and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement

as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to

comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the

Company covered by the Registration Statement until the expiration of the Registration Period.

(c)

With respect to the Registered Securities, permit counsel designated by Subscriber  to

review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not

less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such

counsel reasonably objects.

(d)

As promptly as practicable after becoming aware of the following facts, the Company shall

notify Subscriber and Subscriber’s legal counsel identified to the Company and (if requested by any such person)

confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus

supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration

Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of

any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered

Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any

notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered

Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.

(e)

Unless available to the Subscriber without charge through XXXXX, the SEC's website or

the Company's website, furnish to Subscriber, promptly after the same is prepared and publicly distributed, filed with

the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and

the prospectus, and each amendment or supplement thereto;

(f)

Use  all  commercially  reasonable    efforts  to  (i)  register  and/or  qualify  the  Registered

Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as

the Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii)

prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to

such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the

Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification

in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable

to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be

required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it

would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such

jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that

cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any

then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the

best interests of the Company and its stockholders;

(g)

As promptly as practicable after becoming aware of such event, notify the Subscriber of

the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the

Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to

the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and

take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Subscriber

without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such

supplement or amendment to the Subscriber as the Subscriber may reasonably request.

(h)

[INTENTIONALLY OMITTED];

(i)

Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered

Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional

national securities exchange on which securities of the same class or series issued by the Company are then listed, if

any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure

designation of all the Registered Securities covered by the Registration Statement as a National Association of

Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the

SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered

Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the

preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to

secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered

Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;

(j)

Provide a transfer agent for the Registered Securities not later than the Subscription Date

under the Subscription Agreement;

(k)

Cooperate with the Subscriber to facilitate the timely preparation and delivery of

certificates  for  the  Registered  Securities  to  be  offered  pursuant  to  the  Registration  Statement  and  enable  such

certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Subscriber

may reasonably request and registration in such names as the Subscriber may request; and, within five (5) business

days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company

shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered

Securities (with copies to the Subscriber) an appropriate instruction and opinion of such counsel, if so required by the

Company’s transfer agent; and

(l)

Take all other commercially reasonable actions necessary  to expedite and facilitate

distribution to the Subscriber of the Registered Securities pursuant to the Registration Statement.

4.

Obligations of the Subscriber. In connection with the registration of the Registered Securities, the

Subscriber shall have the following obligations;

(a)

It  shall  be  a  condition  precedent  to  the  obligations  of  the  Company  to  complete  the

registration pursuant to this Agreement with respect to the Registered Securities of the Subscriber that the Subscriber

shall timely furnish to the Company such information regarding itself, the Registered Securities held by it, and the

intended method of disposition of the Registered Securities held by it, as shall be reasonably required to effect the

registration of such Registered Securities and shall timely execute such documents in connection with such registration

as the Company may reasonably request.

(b)

The Subscriber by such Subscriber’s acceptance of the Registered Securities agrees to

cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing

of the Registration Statement hereunder; and

(c)

The Subscriber agrees that, upon receipt of any notice from the Company of the happening

of any event of the kind described in Section 3(d)(ii) or (iii) or 3(g) above, the Subscriber will immediately discontinue

disposition of Registered Securities pursuant to the Registration Statement covering such Registered Securities until

the Subscriber receives the copies of the supplemented or amended prospectus contemplated by Section 3(d)(ii) or

(iii) or 3(g) and, if so directed by the Company, the Subscriber shall deliver to the Company (at the expense of the

Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Subscriber’s possession,

of the prospectus covering such Registered Securities current at the time of receipt of such notice.

5.

Expenses of Registration.

All    reasonable    expenses    incurred    in    connection    with

registrations, filings or qualifications pursuant to Section 3, including, without limitation, all registration, listing, and

qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company shall be borne

by the Company.

6.

Indemnification. After Registered Securities are included in a Registration Statement under this

Agreement:

(a)

To the extent permitted by law, the Company will indemnify and hold harmless, the

Subscriber, the directors, if any, of such Subscriber, the officers, if any, of such Subscriber, each person, if any, who

controls the Subscriber within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person"),

against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which

any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or

actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any

untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-

effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue

statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission

or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the

circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the

Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being

collectively referred to as "Violations").  Subject to Section 6(b) hereof, the Company shall reimburse the Subscriber,

promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable

expenses incurred by them in connection with investigating or defending any such Claim.   Notwithstanding anything

to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (i) apply to

any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information

furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with

the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus

was timely made available by the Company pursuant to Section 3(b) hereof; (ii) with respect to any preliminary

prospectus, inure to the benefit of any such person from whom the person asserting any such Claim purchased the

Registered Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue

statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then

amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(b)

hereof; (iii) be available to the extent such Claim is based on a failure of the Subscriber to deliver or cause to be

delivered the prospectus made available by the Company; or (iv) apply to amounts paid in settlement of any Claim if

such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably

withheld. The Subscriber will indemnify the Company, its officers, directors and agents (including legal counsel)

against any claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with

information furnished in writing to the Company, by or on behalf of the Subscriber, expressly for use in connection

with the preparation of the Registration Statement, subject to such limitations and conditions set forth in the previous

sentence.

(b)

Promptly after receipt by an Indemnified Person under this Section 6 of notice of the

commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in

respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a

written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to

the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume

control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person,

as the case may be; provided, however, that an Indemnified Person shall have the right to retain its own counsel with

the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained

by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party

would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other

party represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate

legal counsel for the Subscriber selected by the Subscriber. The failure to deliver written notice to the indemnifying

party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of

any liability to the Indemnified Person under this Section 6, except to the extent that the indemnifying party is

prejudiced in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic

payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or

liability is incurred and is due and payable.

7.

Contribution.      To the extent any indemnification by an indemnifying party is prohibited or

limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for

which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that (a)

no contribution shall be made under circumstances where the maker would not have been liable for indemnification

under the fault standards set forth in Section 6; (b) no seller of Registered Securities guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

any seller of Registered Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by

any seller of Registered Securities shall be limited in amount to the net amount of proceeds received by such seller

from the sale of such Registered Securities.

8.

Reports under Exchange Act. With a view to making available to the Subscriber the benefits of

Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time

permit the Subscriber to sell securities of the Company to the public without registration ("Rule 144"), the Company

agrees to use its commercially reasonable efforts to:

(a)

make and keep public information available, as those terms are understood and defined in

Rule 144;

(b)

following the effectiveness of its S-1, file with the SEC in a timely manner all reports and

other documents required of the Company under the Securities Act for so long as the Company remains subject to

such requirements, and the filing of such reports is required for sales under Rule 144;

(c)

furnish to the Subscriber so long as the Subscriber owns Registered Securities, promptly

upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule

144, the Securities Act and the Exchange Act, (ii) unless available to the Subscriber without charge through XXXXX,

the SEC's website or the Company's website, a copy of the most recent annual or quarterly report of the Company and

such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably

requested to permit the Subscribers to sell such securities pursuant to Rule 144 without registration; and

(d)

once the Company is subject to the mandatory reporting requirements of the Exchange Act,

at the request of any Subscriber of Registered Securities, give its Transfer Agent instructions (supported by an opinion

of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s

receipt from such Subscriber of:

(i) a certificate (a “Rule 144 Certificate”) certifying (A) that such Subscriber has

held the shares of Registered Securities which the Subscriber proposes to sell (the

“Securities Being Sold”) for a period of not less than (6) months and (B) as to

such other matters as may be appropriate in accordance with Rule 144 under the

Securities Act, and

(ii) an opinion of counsel acceptable to the Company (for which purposes it is

agreed that the initial Subscriber’s counsel shall be deemed acceptable if such

opinion is not given by Company counsel) that, based on the Rule 144 Certificate,

Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in

the absence of an effective Registration Statement,

the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof

one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and

without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records

(except to the extent any such legend or restriction results from facts other than the identity of the Subscriber, as the

seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities

Being Sold while held by the Subscriber).   If the Transfer Agent requires any additional documentation at the time of

the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may

be necessary to effectuate the issuance of an un-legend certificate.

9.

Miscellaneous.

(a)

Registered Owners.  A person or entity is deemed to be a holder of Registered Securities whenever

such person or entity owns of record such Registered Securities. If the Company receives conflicting instructions,

notices or elections from two or more persons or entities with respect to the same Registered Securities, the Company

shall act upon the basis of instructions, notice or election received from the registered owner of such Registered

Securities.

(b)

Rights  Cumulative;  Waivers. The  rights  of  each  of  the  parties  under  this  Agreement  are

cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by

an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall

not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such

rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or

negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute

a suspension or any variation of any such right.

(c)

Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions,

obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the

undersigned parties and their successors.

(d)

Entire Agreement.  This Agreement contains the entire agreement between the parties with respect

to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties,

covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the

matters described in this Agreement, except as set forth in this Agreement and in the other documentation relating to

the transactions contemplated by this Agreement. Any such negotiations, promises, or understandings shall not be

used to interpret or constitute this Agreement.

(e)

Amendment. Any provision of this Agreement may be amended and the observance thereof may

be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written

consent of the Company and Subscriber. Any amendment or waiver affected in accordance with this Section 9 shall

be binding upon the Company.

(f)

Severability. Each part of this Agreement is intended to be severable. In the event that any

provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or

unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so

severed or modified, this Agreement shall continue in full force and effect.

(g)

Notices. Notices required or permitted to be given hereunder shall be in writing and shall be deemed

to be sufficiently given when personally delivered (by hand, by courier, by telephone line facsimile transmission,

receipt confirmed, email or other means) or sent by certified mail, return receipt requested, properly addressed and

with proper postage pre-paid (i) if to the Company, at its executive office and (ii) if to the Subscriber, at the address

set forth under its name in the Subscription Agreement, with a copy to its designated attorney, or at such other address

as each such party furnishes by notice given in accordance with this Section 9(g), and shall be effective, when

personally delivered, upon receipt and, when so sent by certified mail, five (5) business days after deposit with the

United States Postal Service.

(h)

Governing Law.    This Agreement shall be governed by and interpreted in accordance with the

laws of the State of Nevada without regard to the principles of conflicts of law. Each of the Company and Subscriber

hereby submit to the exclusive jurisdiction of the United States Federal and state courts located in Nevada with respect

to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions

contemplated hereby or thereby.

(i)

Consents. The person signing this Agreement on behalf of each party hereby represents and

warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of

that party.

(j)

Further Assurances. In addition to the instruments and documents to be made, executed and

delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made,

executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting

party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

(k)

Section Headings. The Section headings in this Agreement are for reference purposes only and

shall not affect in any way the meaning or interpretation of this Agreement.

(l)

Construction. Unless the context otherwise requires, when used herein, the singular shall be

deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no

gender shall be deemed to include the equivalent pronoun of the other or no gender.

(m)

Execution in Counterparts. This Agreement may be executed in two or more counterparts, each

of which shall be deemed an original but all of which shall constitute one and the same agreement.  This Agreement,

once executed by a party, may be delivered to the other party hereto by email of a .pdf or telephone line facsimile

transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.  A facsimile

transmission or email of a .pdf of this signed Agreement shall be legal and binding on all parties hereto.

[SIGNATURES ON FOLLOWING PAGE]

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their

respective officers thereunto duly authorized as of the day and year first above written.

COMPANY:

ELITE PERFORMANCE HOLDING CORP.

By:_________________________________

Name:  Xxx XxXxxxxx

Title:  Chief Executive Officer

SUBSCRIBER:

By:_________________________________

Name:

Title:

Exhibit B

Investor Questionnaire

This Questionnaire must be answered fully and returned along with your completed Subscription Agreement (the

“Subscription  Agreement”)  by  and  between  you  and  Elite  Performance  Holding  Corp.  (the  “Company”)  in

connection with your prospective acquisition of the Securities (as defined in the Subscription Agreement) from the

Company.

The undersigned represents and warrants that he, she or it comes within at least one category as marked below,

and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason

the undersigned comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL

BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which

the Company deems necessary in order to verify the answers set forth below.

Capitalized terms used herein without definition shall have the respective meanings given such terms as set forth

in the Stock Subscription Agreement between the Company and the Investor(s) signatory thereto (the

“Agreement”).

GENERAL INFORMATION

Name:  ________________________________

Date of Birth:  ______________________________

Residence Address:  _______________________________________________________________

Business Address:  ________________________________________________________________

Home Telephone No.: ______________________________________________________________

Business Telephone No:  ____________________________________________________________

E-mail Address:  ___________________________________________________________________

Preferred Mailing Address: ________ Business

or _________

Home (check one)

Tax I.D. or Social Security Number: _____________________________________________________

Marital Status:  ____________________________________________________________________

(1)

The undersigned represents and warrants that he, she or it comes within at least one category

marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the

factual basis or reason the undersigned comes within that category.  The undersigned agrees to furnish any

additional information which the Company deems necessary in order to verify the answers set forth below



The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net

worth with his or her spouse, presently exceeds $1,000,000.

Note: When determining net worth, you must exclude the value of your primary

residence. The related amount of indebtedness secured by your primary residence

up to its fair market value should also be excluded. However, indebtedness

secured by your primary residence in excess of the value of your home should be

considered a liability and deducted from your net worth.

     The undersigned is an individual (not a partnership, corporation, limited liability company, trust, etc.) who had

an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in

excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full

amount of capital gains and losses but excluding any income of other family members and any unrealized capital

appreciation) and has a reasonable expectation of reaching the same income level in the current year.

     The undersigned is a director or executive officer of the Company which is selling the Securities.

     The undersigned is a bank, as defined in Section 3(a)(2) of the Securities Act; a savings and loan association or

other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary

capacity; any broker or dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as

defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company

Act of 1940 or a business development company as defined in Section 2(a)(48) of such act; any Small Business

Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small

Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any

agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has

total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement

Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21)

of such act, which is either a bank, savings and loan association, insurance company, or registered investment

advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with

investment decisions made solely by persons that are accredited investors (describe entity).

________________________________________________________

________________________________________________________

     The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment

Advisors Act of 1940 (describe entity) .

______________________________________________________

______________________________________________________

     The  undersigned  is  either  a  corporation,  partnership,  Massachusetts  or  similar  business  trust,  or  non-profit

organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for

the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000 (describe entity).

______________________________________________________

______________________________________________________

     The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of

acquiring the Securities, where the purchase is directed by  a “sophisticated person” as defined in Rule

506(b)(2)(ii) of the Securities Act.

     The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within

one or more of the above categories.   If relying upon this category alone, each equity owner must complete a

separate copy of this questionnaire (describe entity).

______________________________________________________

     The undersigned is not within any of the categories above and is therefore not an accredited investor.

THE   UNDERSIGNED AGREES   THAT   THE   UNDERSIGNED   WILL

NOTIFY THE COMPANY AT ANY TIME ON OR PRIOR TO THE CLOSING

DATE    IN    THE    EVENT    THAT    THE    REPRESENTATIONS    AND

WARRANTIES MADE BY THE UNDERSIGNED IN THIS AGREEMENT

SHALL CEASE TO BE TRUE, ACCURATE AND COMPLETE.

(2)

SUITABILITY (please answer each question)

(a)  For an individual Investor, please describe your current employment, including the company by which you are

employed, its principal business, and your title:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________

(b)  For an individual Investor, please describe any college or graduate degrees held by you:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________

(c) For all Investors, please list types of prior investments:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________

(d)  For all Investors, please state whether you have participated in other private placements before:

YES_______

NO_______

(e) If your answer to question (d) above was “YES”, please indicate the frequency of such prior participation in

private placements of:

Public

Private

Companies

Companies

Frequently

Occasionally

Never

(f) For individual Investors, do you expect your current level of income to significantly decrease in the foreseeable

future?

YES_______

NO_______

(g)  For trust, corporate, partnership and other institutional Investors, do you expect your total assets to significantly

decrease in the foreseeable future?

YES_______

NO_______

(h)  For all Investors, do you have any other investments or contingent liabilities which you reasonably anticipate

could cause you to need sudden cash requirements in excess of cash readily available to you?

YES_______

NO_______

(i)  For all Investors, are you familiar with the risk aspects and the non-liquidity of investments such as the

Securities for which you seek to subscribe?

YES_______

NO_______

(j)  For all Investors, do you understand that there is no guarantee of financial return on this investment and that you

run the risk of losing your entire investment?

YES_______

NO_______

(k) Tax status.

□ Head of Household    □ Married Filing Jointly   □ Married Filing Separately

 □ Other:_______________________________________________________

(l) Investment objectives.

□ Growth    □ Income    □ Capital Preservation □ Safety of Principal

□ Other:___________________________________________________________

(3)

MANNER IN WHICH TITLE IS TO BE HELD (circle one).

(a)

Individual Ownership

(b)

Community Property

(c)

Joint Tenant with Right of

Survivorship (both parties must sign)

(d)

Partnership*

(e)

Tenants in Common

(f)

Company*

(g)

Trust*

(h)

Other *

*If Securities are being purchased by an entity, the Certificate of Signatory attached as Exhibit I hereto must also be

completed.

(4)

FINRA AFFILIATION.

Are you affiliated or associated with a FINRA member firm (please check one)?

YES_______

NO_______

If yes, please describe:

____________________________________________________________

____________________________________________________________

____________________________________________________________

If the Investor is a Registered Representative with a FINRA member firm, have the following acknowledgment

signed by the appropriate party:

The undersigned FINRA member firm acknowledges receipt of the notice required by the Rules of Fair Practice.

_________________________________

Name of FINRA Member Firm

By: ______________________________

Authorized Officer

Date: ____________________________

(5)

FOR TRUST INVESTORS

A. Certain trusts generally may not qualify as accredited investors except under special

circumstances.  Therefore, if you intend to purchase the Securities in whole or in part through a trust, please

answer each of the following questions.

Is the trustee of the trust a national or state bank that is acting in its fiduciary capacity in making the

investment on behalf of the trust?

YES_______

NO_______

Does this investment in the Company exceed 10% of the trust assets?

YES_______

NO_______

B. If the trust is a revocable trust, please complete Question 1 below.  If the trust is an irrevocable

trust, please complete Question 2 below.

1.

REVOCABLE TRUSTS

Can the trust be amended or revoked at any time by its grantors?

YES_______

NO_______

If yes, please answer the following questions relating to each grantor (please add sheets if

necessary):

Grantor Name:

Net worth of grantor (including spouse, if applicable) exceeds $1,000,000?

Note: When determining net worth, the value of the grantor’s primary residence must be excluded.

The related amount of indebtedness secured by the grantor’s primary residence up to its fair

market value should also be excluded.  However, indebtedness secured by the grantor’s primary

residence in excess of the value of the grantor’s home should be considered a liability and

deducted from the grantor’s net worth.

YES_______

NO_______

OR

Income (exclusive of any income attributable to spouse) was in excess of $200,000 for 2016 and

2017 and is reasonably expected to be in excess of $200,000 for 2018?

YES_______

NO_______

OR

Income (including income attributable to spouse) was in excess of $300,000 for 2016 and 2017

and is reasonably expected to be in excess of $300,000 for 2018?

YES_______

NO_______

2.

IRREVOCABLE TRUSTS

If the trust is an irrevocable trust, please answer the following questions:

Please provide the name of each trustee:

Trustee Name:

Trustee Name:

Does the trust have assets greater than $5 million?

YES_______

NO_______

Do you have such knowledge and experience in financial and business matters as to be capable of

evaluating the merits and risks of an investment in the Company?

YES_______

NO_______

Indicate how often you invest in:

(i)

Marketable Securities

Often o Occasionally o Seldom o Never o

(ii)

Restricted Securities

Often o Occasionally o Seldom o Never o

(iii)

Venture Capital Companies

Often o Occasionally o Seldom o Never o

[Signature Page follows]

By signing this Questionnaire, I hereby confirm the following statements:

(a) I am aware that the offering of the Securities will involve securities that are not transferable and for

which no market exists, thereby requiring my investment to be maintained for an indefinite period of time.

(b) I acknowledge that any delivery to me of transactions documents relating to the Securities prior to the

determination by the Company of my suitability as an investor, shall not constitute an offer of such Securities until

such determination of suitability shall be made, and I agree that I shall promptly return the transaction documents to

the Company upon request.

(c) My answers to the foregoing questions are and were on any date (if any) that I previously purchased

securities in the Company, true and complete to the best of my information and belief and were true on any date that

I previously as of, and I will promptly notify the Company of any changes in the information I have provided.

Executed:

Dated:  ___________________________

INDIVIDUAL INVESTOR:

__________________________________

______________________________________

(Print Name)

(Signature)

__________________________________

______________________________________

(Print Name of Joint Investor)

(Signature of Joint Investor)

PARTNERSHIP, CORPORATION, TRUST, LLC OR OTHER ENTITY:

__________________________________

______________________________________

(Print Name of Entity)

(Signature)

______________________________________

(Print Name and Title of Person Signing)

CERTIFICATE OF SIGNATORY

I,

____________________________,

am

the

____________________________

of

__________________________________________ (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of that

certain Subscription Agreement dated as of ________________ 2018, by and between the Entity and Elite

Performance Holding Corp. (the “Subscription Agreement”), and to purchase and hold the Securities (as defined in

the Subscription Agreement), and certify further that the Subscription Agreement has been duly and validly executed

on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this _____ day of _____________, 2018.

_______________________________________

(Signature)