Emergent Health Corp (EMGE)

[paulie c]

Share Exchange Agreement with Resonate Blends, Inc.
On February 20, 2024, Resonate Blends, Inc. (the “Company”) entered into a Share Exchange Agreement (the
“Exchange Agreement”) with Emergent Health Corp., a Wyoming corporation (hereinafter referred to as
“EMGE”), and the holders (the “EMGE Preferred Shareholders) of Series Class A Preferred Stock, the Series C
Convertible No-Voting Preferred Stock (the “EMGE Equity Interests”). The Exchange Agreement provides that
at the closing (the “Closing”), subject to the terms and conditions set forth in the Exchange Agreement, the
EMGE Preferred Shareholders will exchange all of their respective EMGE Equity Interests for an equal number
of issued and outstanding shares of preferred stock, of the Company, which will consist of a series of preferred
stock that shall convert into 93% of the common stock of the Company on a fully diluted basis and the current
shareholders of the Company owning approximately 7% of the fully-diluted capitalization of the Company,
assuming certain convertible Company debt has converted at $0.035 per share, prior to Closing. The
transaction was closed on March 20, 2024.