EX1A-15 ADD EXHB

BOARD RESOLUTIONS APPROVING EMPLOYMENT AGREEMENT

APPROVAL OF EMPLOYMENT AGREEMENT

PUNCHFlIX, INC.

We, the undersigned, being the Board of Directors of PunchFlix, Inc, organized and existing under the laws of the State of Delaware, and having principal place of business at 11705 Willake St., Santa Fe Springs, California 90670 (the "Company"), hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Shareholders of the Company, duly held and convened on June 15^th, 2018

Be it RESOLVED, that the Board of Directors of PunchFlix, Inc. approves the terms of a proposed Employment Agreement between this corporation and Joseph Collins.

RESOLVED FURTHER, that the Officer of the PunchFlix, Inc. is/are, and each acting alone is, hereby authorized to execute and deliver on behalf of this corporation the Employment Agreement substantially in the form attached hereto as Exhibit A with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform all such acts, including execution of all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.

RESOLVED FURTHER, that any actions taken by such officer prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of PunchFlix. Inc.

Date: June 15^th, 2018

/s/Joseph Collins

Joseph Collins – Chairman of the Board

EX1A-6 MAT CTRCT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made on June 15^th, 2018 by and between Punch TV Studios, Inc., a Delaware Corporation, (the “Seller”) and Punch Flix, Inc., a Delaware Corporation (the "Purchaser"). The parties are referred to singularly as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller owns and operates an entertainment and television production studio and broadcasting company (the “Business”);

WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase substantially all of the assets of the Business, upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS

SECTION 1. Sale Of Assets

1.1Assets. Subject to the other provisions of this Agreement, as of the Closing Date, defined in Section 2, Seller shall sell, convey, transfer and assign to Purchaser, free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever, all of the Seller's right, title and interest in and to the assets of the Business, as set forth on Exhibit A, attached hereto and made a part of this Agreement, which includes but is not limited to assets such as furniture, fixtures, inventory, customer lists, equipment, telephone numbers, all intangible rights, including but not limited to all goodwill in or arising from the Business as a going concern (collectively, the “Assets”).

1.2       Account Receivables.

(a) Seller will retain and be responsible for collecting on all account receivables for products delivered and services provided to customers prior to and at Closing (“Retained A/R”). Purchaser will purchase and be responsible for collecting on all account receivables for products delivered and services provided to customers after Closing.

(c) All account receivables for products sold but not yet delivered and services partially provided to customers prior to and at Closing will be prorated between Seller and Purchaser. The prorated amount between Seller and Purchaser will be calculated by Purchaser based on the percentage of work completed by Seller and Purchaser, respectively, in connection with the product sold and delivered, and the services rendered. Each party will be responsible for collection the portion of the account receivables allocated to that party. Seller’s prorated portion of the account receivables is included in the definition of “Retained A/R”.

SECTION 2. Closing Date

The closing of the purchase and sale provided for herein (the "Closing Date") will take place at any location agreed to by the parties on September 30^th, 2018 Administrative costs associated with Closing this transaction will be shared equally between the Seller and Purchaser. The Parties will be responsible for their respective legal and professional fees associated with this purchase and sale unless otherwise indicated in this Agreement.

SECTION 3. Consideration And Payment

3.1Purchase Price. The total purchase price (the "Purchase Price") for the Assets shall be $2,033,689.33.

SECTION 4. Assumption Of Liabilities

4.1Seller agrees to pay all outstanding invoices, balances, accounts payable and any and all other obligations due and owing on or before the Closing Date. After the Closing Date, Purchaser shall assume and agrees to pay and perform on any and all liabilities incurred by the Business after the Closing Date that the Purchaser has assumed (“Assumed Liabilities”).

4.2All other liabilities and obligations shall be discharged and promptly paid by Seller as they become due and shall in way inure or transfer to the Purchaser.

SECTION 5. Documents And Other Instruments To Be Delivered On The Closing Date

5.1 Seller’s Obligations. Seller agrees to deliver (or cause to be delivered) to Purchaser on the Closing Date:

(a)a duly executed Bill of Sale conveying the Assets to Purchaser;

(b)a duly executed Affidavit of Title that such Assets are being conveyed free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever;

(c)any and all assignments, certificates and other instruments of transfer, with full warranty of title, as may be necessary or desirable to transfer all of Seller's right, title and interest in and to all of the Assets to Purchaser, free of all liens or claims; and

5.2Purchaser’s Obligations. Purchaser agrees to deliver to Seller on the Closing Date:

(a)To deliver Common Stock in the amount of 80,700,000 shares to the shareholders of Punch TV Studios.

SECTION 6. Seller's Representations And Warranties

Seller hereby represents and warrants as follows, which representations and warranties shall survive the Closing Date:

6.1Organization and Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California.

6.2Authority Relative to this Agreement. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated in this Agreement.

6.3Binding Obligation. This Agreement is the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms.

6.4No Conflict. The signing and delivery of this Agreement by Seller and the performance by Seller of all of Seller’s obligations under this Agreement will not:

(a)conflict with Seller’s articles of incorporation or operating agreement / bylaws;

(b)breach any agreement to which Seller is a party, or give any person the right to accelerate any obligation of Seller;

(c) violate any law, judgment, or order to which Seller is subject; or

(d)require the consent, authorization, or approval of any person, including but not limited to any governmental body.

6.5 Broker or Finder’s Fee. Seller has not incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in connection with this Agreement or the transaction. If Seller has incurred or will incur such a broker or finder’s fee, the parties agree that Seller will be solely responsible for payment of any such fee or commission.

6.6Title. Seller has good and marketable title to all the Assets, free and clear of any liens, mortgages, pledges, security interests, and other encumbrances of any kind.

6.7Compliance with Laws. Seller has complied with all applicable city, state, and federal laws, ordinances, regulations, and rules with respect to the conduct of its operations, and has not received

any notice or notices (whether written or oral) of violations of any such statutes or regulations which have not been cured.

6.8Litigation. There are no actions, suits, proceedings or investigations pending or threatened against or affecting Seller, the Assets, or the Business.

6.9Employees. Seller understands that Purchaser will retain only Seller’s employees set forth on Exhibit C after the Closing Date. Each of Seller's employees will sign an at-will employment agreement with Purchaser on or before the Closing Date. Prior to the Closing Date, Seller will not, without Purchaser’s prior written authorization, materially change any employee’s employment agreement, increase the rate of compensation, or terminate employment. – This clause is dependent on employees being part of the deal

6.10Finances. The financing statements for the Business, including but not limited to statements and balance sheets, fairly present the results of operation and the financial condition of the Business, and have been prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements properly reflect all assets and liabilities as then in existence, including but not limited to any accounts receivable.

6.11Contracts. Seller has canceled any and all contracts between it and any other party, and has delivered proof of those cancellations to Purchaser. Seller warrants that there are no contracts, agreements, licenses, or other commitments and arrangements in effect as of the Closing Date, including but not limited to all customer contracts. There are no existing disputes or grounds for dispute under any such cancelled contracts and no act, event, or omission has occurred that, whether with or without notice, lapse of time, or both, would constitute a material default under such cancelled contracts.

6.12Assets; Inventory. As of the Closing Date, all of the tangible Assets are in good operating order, condition, and repair, ordinary wear and tear excepted, and are suitable for use in the ordinary course of the Business. All inventory is of usable and saleable quality and includes no material amount of obsolete or discontinued items or items that cannot be used by Purchaser in the ordinary course of the Business.

6.13Conduct of Business. Seller has operated the Business in the ordinary course consistent with past practices and there has been no adverse material change in the Business. Seller has not accrued debts on behalf of the Business or disposed of any assets of the Business, other than those debts accrued in the ordinary course of business.

6.14Taxes. All tax returns of every kind (including returns of real and personal property taxes, intangible taxes, withholding taxes, and unemployment compensation taxes) relating to the Business that Seller was required to file in accordance with any applicable law have been duly filed, and all taxes shown to be due on such returns have been paid in full.

6.15Disclosure. No representation, warranty, or statement made by Seller in this Agreement or in any Exhibit to this Agreement contains or will contain any untrue statement or omits or will omit any fact necessary to make the statements contained herein or therein not misleading. Seller has disclosed to Purchaser all facts that are material to the financial condition, operation, or prospects of the Business, the Assets, and the Assumed Liabilities.

SECTION 7. Purchaser's Representations And Warranties

Purchaser hereby represents and warrants as follows, which representations and warranties shall survive the Closing Date:

7.1Organization and Good Standing. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware and is qualified to transact business in the State of California.

7.2Authority Relative to this Agreement. The execution and performance of this Agreement by Purchaser has been duly and validly authorized by all necessary action on the part of Purchaser. Purchaser has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

7.3Binding Obligation. This Agreement is the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.

7.4 Broker or Finder’s Fee. Purchaser has not incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in

connection with this Agreement or the transaction. If Purchaser has incurred or will incur such a broker or finder’s fee, the parties agree that Purchaser will be solely responsible for payment of any such fee or commission.

SECTION 8. Covenants of Seller Prior to the Closing Date

Seller agrees that prior to the Closing Date, Seller will:

8.1continue to operate the Business in its usual and ordinary course and in substantially the same manner as presently conducted and consistent with the past practices of Seller, in accordance with all applicable city, state, and federal laws, ordinances, regulations, and rules, and will use its best efforts to preserve its business organization and continued operation of its business with its customers, suppliers, and others having a business relationship with Seller;

8.2not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the ordinary course of business;

8.3maintain all the Assets in their present condition, reasonable wear and tear excepted, and maintain the inventory at levels as normally maintained in the ordinary course of business;

8.4notify Purchaser promptly of any material change or loss in the business prospects, financial condition, assets, liabilities, or operations of the Business;

8.5provide reasonable access for Purchaser and Purchaser’s representatives to the Business, including but not limited to the property, personnel, books, papers, records, clients, and suppliers relating to its operations, assets, and liabilities, on an as needed basis in order to complete a due diligence investigation (but only for this purpose) to the sole satisfaction of the Purchaser and Purchaser’s representatives;

8.6remove any assets from the premises not purchased under this Agreement, although Seller may take up to thirty (30) days following the Closing Date to fully comply with this Section 8.6;

8.7perform all of Seller’s liabilities and obligations under all contracts to which Seller is a

party;

8.8refrain, and will cause the Seller’s officers, members, managers, or employees, and any banker, lawyer, accountant, or other agent to refrain from initiating negotiations with third parties relating to the purchase and sale contemplated in this Agreement;

8.9cancel all existing contracts and agreements with any parties; and

8.10notify Purchaser of any breach by Seller of any representation, warranty, or covenant in this Agreement.

SECTION 9. Covenants of Seller After the Closing Date

Seller agrees that after the Closing Date, Seller will:

9.1will make all filings, give all notices, and transfer all accounts that Purchaser is required to make and give to close the transaction contemplated in this Agreement (understanding however that all accounts receivable of the Business prior to the Closing Date shall be retained by Seller);

9.2assist in transferring the accounts that may need to be transferred to Purchaser; and

SECTION 10. Conditions to Purchaser’s Closing Date Obligations

Purchaser’s obligation to close this transaction and purchase the Assets is subject to satisfaction, in Purchaser’s reasonable discretion, of the following conditions:

10.1Purchaser obtaining all licenses, approvals, permits, and waivers from the public authorities necessary to authorize the ownership and operation of the Business;

10.2a satisfactory completion, in the sole discretion of Purchaser and Purchaser’s accountants, attorneys, and other representatives, of a due diligence review and/or audit of the Business;

10.3the Business has not suffered any material adverse change, in Purchaser’s sole discretion, in the business prospects, financial condition, assets, liabilities, or operations.

SECTION 11. Best Efforts

Each party shall use its best reasonable efforts to take all action and to do all things necessary, proper, and advisable, including obtaining all necessary approvals required to authorize the execution and delivery of this Agreement, in order to consummate and make effective the transactions contemplated by this Agreement.

SECTION 12. Taxes

Seller shall be responsible for and pay any and all sales, use, real property transfer taxes, or other taxes due and payable on and after the Closing Date arising in connection with the sale by Seller of the Assets and the acquisition thereof by Purchaser, including without limitation taxes imposed in connection with Seller, the Business, or the Assets for all taxable periods (or portions thereof) ending on or prior to the Closing Date. Seller shall remit and file such taxes, including any and all necessary returns and reports, to the appropriate governmental agency in a timely manner.

SECTION 13. Termination

13.1Termination. This Agreement may be terminated by written notice at any time prior to or on the Closing Date:

(a)by mutual written agreement of Seller and Purchaser;

(b)by Purchaser, in the event that there has been a material misrepresentation in this Agreement by Seller, or a material breach of any of Seller’s representations, warranties or covenants set forth herein; or

(c)by Seller, in the event that there has been a material misrepresentation in this Agreement by Purchaser, or a material breach of any of Purchaser’s representations, warranties or covenants set forth herein.

13.2 Effect of Termination. In the event of termination of this Agreement as provided in Section

13.1, this Agreement shall become void and of no further force and effect, without any liability or obligations on the part of Purchaser or Seller.

SECTION 14. Press Release

Purchaser and Seller will draft a press release regarding the transaction contemplated in this Agreement for distribution to customers, suppliers, and the general public that introduces and endorses Purchaser, which will be signed on the Closing Date by the parties. Any news release pertaining to the transaction contemplated in this Agreement shall be reviewed and approved by both parties prior to its release.

SECTION 15. [Intentionally Left Blank]

SECTION 16. [Intentionally Left Blank]

SECTION 17. Indemnification

17.1 Seller’s Indemnification. Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

(a)Seller’s breach of the representations, warranties, covenants, or other obligations of Seller made in this Agreement or any other agreement or document relating to this transaction;

(b)Seller’s breach of any liabilities or obligations of Seller in connection with the use, ownership, condition, maintenance, or operation of the Business or the Assets by Seller or its members on or before the Closing Date.

17.2 Purchaser’s Indemnification. Purchaser hereby agrees to indemnify, defend, and hold Seller and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

(a)Purchaser’s breach of the representations, warranties, covenants or other obligations of Purchaser made in this Agreement or any other agreement or document relating to this transaction;

(b)Any liabilities or obligations of Purchaser, including the Assumed Liabilities, in connection with the use, ownership, condition, maintenance, or operation of the Business or the Assets by Purchaser after the Closing Date.

17.3Notice of Claim. If any claim is asserted against a party that would give rise to a claim by that party against the other party for indemnification under the provisions of this Section, then the party to be indemnified will promptly give written notice to the indemnifying party concerning such claim and the indemnifying party will, at no expense to the indemnified party, defend the claim.

SECTION 18. Equitable Relief

The parties acknowledge that the remedies available at law for any breach of this Agreement by a breaching party will, by their nature, be inadequate. Accordingly, the non- breaching party may obtain injunctive relief or other equitable relief to restrain a breach or threatened breach of this Agreement or to specifically enforce this Agreement, without proving that any monetary damages have been sustained. Neither party shall require the posting of a bond prior to obtaining such equitable relief.

SECTION 19. General Provisions

19.1Notices. All notices required under this Agreement shall be in writing, and shall be deemed duly given (a) when delivered, if delivered personally, (b) at the end of the day after deposit if sent by overnight express courier service, or (c) at the end of the third business day after deposit if sent by registered or certified mail, return receipt requested and postage prepaid, to the parties as set forth in the signature page below, or at such other address as may be supplied by similar written notice, or (d) when sent, if by email.

19.2Amendment; Waiver. This Agreement may not be amended, nor may any rights under it be waived except by an instrument in writing signed by both parties.

19.3Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within such jurisdiction, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

19.4Binding Effect. Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.

19.5Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

19.6Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning of this Agreement.

19.7Expenses. All fees and expenses incurred by each party in connection with this Agreement and the transaction contemplated in this Agreement shall be borne by that party.

19.8Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.

19.9Attorney Fees. If any arbitration or litigation is instituted to interpret, enforce, or rescind this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney's fees and other fees, costs, and expenses of every kind.

19.10Attachments. All exhibits and other attachments referenced in this Agreement are part of this Agreement.

19.11Entire Agreement. This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among the parties concerning its subject matter.

19.12        Assignment. This Agreement may not be transferred, assigned, pledged or hypothecated by either party without the prior written consent of the other party.

19.13        Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one agreement. Furthermore, this Agreement may be executed by a party's signature transmitted by facsimile or by electronic mail, and copies of this Agreement executed and delivered by means of faxed or electronic mail shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed or electronic mail as if such signatures were originals.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first written above.

Seller:

PUNCH TV STUDIOS, INC.

/s/ Joseph Collins

   Name: Joseph Collins

   Title: Chief Executive Officer

Purchaser:

PUNCH FLIX INC.

                                                                                                                                                            /s/ Joseph Collins

Name: Joseph Collins

Title: Chief Executive Officer

SIGNATURE PAGE

EX1A-4 SUBS AGMT

PunchFlix, Inc.

Subscription Agreement

&

Investor Questionnaire

CONFIDENTIAL

Presented by:

PunchFlix, Inc.

11705 Willake Street

Santa Fe Springs, California 90670

Telephone: 323-489-4119

SUBSCRIPTION AGREEMENT

PUNCHFLIX, INC.

A Delaware Corporation

This Subscription Agreement (“Agreement”) by and between PunchFlix, Inc. (“Punch” or “Company”), located at 11705 Willake Street, Santa Fe Springs, CA. 90670 and (“Investor”):

Name: ____________________________________________________________________

Address:  __________________________________________________

Telephone: ________________________________________________

SSN:             ________________________________________________

Collectively, PunchFlix and Investor shall be referred to as the “Parties” and each as the “Party.”

WHEREAS PunchFlix is a production studio seeking private investors in the Company;

WHEREAS Investor is not an accredited investor as defined by Section 501 of Regulation D, and is desires to purchase shares in the Company in accordance with section 251(d)(2)(i)(C) of Regulation A;

WHEREAS PunchFlix and Investor desire to enter into an agreement where Investor will purchase from PunchFlix, and PunchFlix will issue to Investor certain shares of Company under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Parties do agree and establish as follows:

1. Subscription

At the price of $5.00 (five dollar US) per share, Investor hereby agrees to purchase and accept ________________

(________________) shares of Company (“Shares”) for a total investment of $________________ dollars US).

2. Acceptance

Before this subscription for Shares is considered, the Investor must complete, execute and deliver to the authorized agent for the Company the completed and signed Investor Questionnaire. With respect to the acceptance of the subscription, Investor acknowledges that:

·      This Subscription is irrevocable, and, upon acceptance by the Company, shall be binding on the heirs, executors, administrators, successors and assigns of the Investor;

·      This subscription may be rejected in whole or in part by the Company in its sole discretion. In the event that this Subscription is rejected by the Company, all funds and documents tendered by the Investor shall be returned;

·      This Subscription shall be deemed accepted by the Company only when this Subscription Agreement is signed by the Company and/or its authorized agents;

·      Subscriptions need not be accepted by the Company in the order in which subscriptions were received;

·      The Subscription is not transferable or assignable by the Investor.

·      If the Investor is more than one person, the obligations of the Investor shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on each such person and his heirs, executors, administrators, successors and assigns.

3. Registration of Shares

3.1 Registration. Investor understands and acknowledges that the Shares are currently not registered with the SEC in accordance with the Securities Act of 1933 (the “Act”). PunchFlix agrees, and as a condition to the investment in accordance with this Agreement, to register the Shares with the SEC and/or FINRA no later than 180 (one hundred eighty) calendar days following the execution of this Agreement at an estimated price of $5.00 per share.

3.2 Completion of Registration. PunchFlix estimates that registration should take no longer than 60-90 calendar days from the date of filing with the SEC and/or FINRA; however, PunchFlix can make no guarantees regarding the time to complete the registration, as this is dependent on numerous factors solely under the control of the SEC and/or FINRA.

3.3 Disclosure. PunchFlix shall provide to Investor a digital copy (in PDF or HTML format) of the prospectus for PunchFlix contained in the Form 1-A filed with the SEC. Investor is encouraged to read the prospectus thoroughly and consult with his attorney, investment advisor and/or accountant before making any investment in PunchFlix.

3.4 Limitation on Transfer of Offered Shares. Investor acknowledges and agrees that he/she is aware that there are substantial restrictions on the transferability of the Shares. Because the Shares are not presently registered pursuant to the provisions of the Act, Investor agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Shares until the Shares have been registered, or unless such sale is exempt from such registration pursuant to the provisions of the Act. Investor further acknowledges and agrees that the Company has no obligation to assist Investor in obtaining any exemption from any registration requirements imposed by applicable law. Investor also acknowledges and agrees that he shall be responsible for compliance with all conditions on transfer imposed by a Securities Administrator of any state, province or territory and for any expenses incurred by the Company for legal and accounting services in connection with reviewing such a proposed transfer and issuing opinions in connection therewith.

4. Lock-Up Provisions

Investor acknowledges that the Shares are subject to a lock-up provision, and Investor is not permitted to sell, trade or otherwise dispose of the Shares for a period of 6 (six) months following the registration of the Shares with the SEC and/or FINRA.

5. Acknowledgements by Investor

The Investor understands and acknowledges that:

·   Investor has been advised to consult Investor’s own attorney concerning the Company and to consult with independent tax counsel regarding the tax considerations of participating in the Company.

·   The books and records of the Company will be reasonably available for inspection by the Investor and/or the Investor’s representatives, if any, at the Company’s place of business.

·   The offering is exempt and has not been registered under the Securities Act of 1933, as amended (the “Act”).

·   Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the Shares or made any finding or determination concerning the fairness of this investment and no such agency has recommended or endorsed the Shares.

·   Since the Shares have not been registered under the Act or registered or qualified under any state law, a purchaser of Shares must bear the economic risk of investment for an indefinite period of time because the Shares will bear a restrictive legend and may not be sold, pledged, or otherwise transferred in the absence of an effective registration or qualification under federal and applicable state law or an opinion by counsel to the Company that such registration or qualification is not required.

·   The Investor will not make any sale, transfer, or other disposition of Shares except in compliance with the Act and its Rules and Regulations and applicable state law.

6. Confidentiality

6.1 Confidential Information. The Parties acknowledge that the terms and conditions set forth in this Agreement are deemed “Confidential Information.” Further, either Party, on its own accord, may deem other information as Confidential Information, and that Party does not require approval or authorization from the other Party for the information to be deemed Confidential Information.

6.2 Non-Disclosure of Confidential Information. Except as may be required by law, and except as provided in this Article, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party.

6.3 Limitations. The Parties agree that the confidentiality and non-disclosure requirements of this Agreement are limited to Confidential Information; and that the existence of this Agreement and Investor’s investment in PunchFlix are not deemed Confidential Information, and may be disclosed, made public and promoted at the discretion of the Parties.

6.4 Exceptions to Disclosure. Investor may disclose any Confidential Information to his outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services. Investor shall hold such attorneys, accountants, auditors and investment advisors to the same level of confidentiality as provided in this Agreement, and Investor shall be liable for any and all damages, monetary or otherwise, as a result of any unauthorized disclosure of Confidential Information by his attorney, accountant, auditor and investment advisor.

6.5 Remedies. Other than disclosure in accordance with paragraphs 6.3 and 6.4, should any Party make any unauthorized disclosure of any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of the Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, monetary or otherwise, as the result of the other Party’s unauthorized disclosure of Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of any Confidential Information, the prevailing party shall be entitled to recover its court costs, expert witness fees, reasonable attorney’s fees and expenses.

7. Representations, Warranties, and Covenants of the Investor.

The Investor represents and warrants as follows:

7.1 Investor and Investor’s representatives, if any, have been furnished all materials relating to the Company and its proposed activities, the offering of Shares or anything that they have requested, and have been afforded the opportunity to obtain any additional information and ask all questions concerning the Company and the Shares necessary to verify the accuracy of any representations or information provided by the Company and to understand any additional matters Investor believes are necessary to evaluate the investment and associated risks.

7.2 Neither Investor nor Investor’s representatives, if any, have been furnished any offering literature other than that provided by the Company, and Investor and Investor’s representatives, if any, have relied only on the information furnished or made available to them by the Company or its authorized agent.

7.3 Investor has not disclosed any information furnished or made available to Investor by the Company or Investor’s authorized agent to anyone other than Investor’s lawyer, accountant, or other financial advisors; no one except such advisors have used this information and Investor has not made any copies of it.

7.4 Investor has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of Shares.

7.5 The Company and its authorized agents have answered all inquiries that Investor and Investor’s representatives, if any, have put to it concerning the Company and its proposed activities, and all other matters relating to the Company, the offering and sale of the Shares.

7.6 Investor is aware that Investor's proposed investment in the Company is speculative and involves significant risks, which may result in the loss of that investment, or a portion thereof.

7.7 Investor has received no representation or warranties in making his investment decision.

7.8 Investor, if an individual, is at least twenty-one (21) years of age.

7.9 Investor, if an individual, is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. Investor has no current intention of becoming a resident of any other state or jurisdiction. If Investor is a corporation, partnership, trust or other form of business organization, Investor represents and warrants that Investor was formed pursuant to the laws of the State of California, and the Investor's principal place of business is within such state, and that the Investor was not organized for the purpose of acquiring the Shares.

7.10 Investor hereby represents and warrants that Investor's is not an “accredited Investor,” as defined by the provisions of Rule 501 of Regulation D, and, therefore, the total purchase of Offered Shares shall not exceed 10 % of the greater of such purchaser's: (1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§230.501)); or (2) Revenue or net assets for such purchaser's most recently completed fiscal year end if a non-natural person

7.11 Investor has adequate means of providing for Investor’s current needs and possible personal contingencies and has no need in the foreseeable future for liquidity in Investor’s investment. Investor is able to accommodate the economic risks of the purchase of the Shares, has sufficient let worth to sustain a loss of this investment in the Company, or portion thereof, in event such loss should occur.

7.12 Investor’s commitment to all tax-sheltered investments is reasonable in relation to Investor’s net worth.

7.13 Investor is obtaining the Shares for Investor’s own account (or for a trust account if the Investor is a trustee) for investment purposes in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended (“Act”), or any state Blue Sky Law. Investor is not obtaining these Shares with a view or intention to resell or distribute the same, and has no present intention, agreement, or arrangement to divide Investor’s participation with others or to resell, assign, transfer, or otherwise dispose of all or any part of the Shares for which the Investor has subscribed.

7.14 Investor understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Shares.

7.15 Investor has been advised that Shares must be held indefinitely unless (i) distribution of Shares is subsequently registered for resale under the Act or (ii) in the opinion of counsel acceptable to the Company, some other exemption from registration under the Act is available.

7.16 Except as set forth below, all of the information concerning Investor’s financial position and business experience that Investor has provided to the Company in the Investor Questionnaire completed by Investor, is correct and complete as of this date, and if there should be any material change in such information prior to the acceptance of this subscription by the Company, Investor will immediately furnish the revised or corrected information to the Company.

7.17 Investor is not relying on the Company nor any of its officers, managers, directors, controlling persons, agents, attorneys, accountants, employees or shareholders for independent legal, accounting, financial, or tax advice in connection with Investor’s evaluation of the risks and merits of investment in the Company and the consequences to Investor if such an investment.

8. Indemnification. Investor acknowledges that Investor understands the meaning and legal consequences of the representations, warranties, and covenants specified in Article 7 of this Agreement and that the Company has relied on such representations, warranties, and covenants, and hereby agrees to indemnify the Company, its officers, managers, directors, controlling persons, agents, attorneys, accountants and employees harmless from and against any and all loss, damage, liability, cost, or expense incurred on account of or arising out of a breach of such representation, warranty or covenant.

Investor consents to the indemnification of the Company, its officers, managers, directors, controlling persons, agents, attorneys, accountants and employees to the extent such indemnification is lawful, and in accordance with the terms and conditions of the by-laws.

9. Limitation on Transfer of Offered Shares. Investor acknowledges and agrees that Investor is aware that there are substantial restrictions on the transferability of the Shares. Because the Shares are not presently registered pursuant to the provisions of the Act, Investor agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Shares until the Shares have been registered, or unless such sale is exempt from such registration pursuant to the provisions of the Act. Investor further acknowledges and agrees that the Company has no obligation to assist Investor in obtaining any exemption from any registration requirements imposed by applicable law. Investor also acknowledges and agrees that Investor shall be responsible for compliance with all conditions on transfer imposed by a Securities Administrator of any state, province or territory and for any expenses incurred by the Company for legal and accounting services in connection with reviewing such a proposed transfer and issuing opinions in connection therewith.

10. Compliance with Act. Investor understands and agrees that the following restrictions and limitations are applicable to Investor’s purchase and any sale, transfer, assignment, pledge, hypothecation or other disposition of Offered Shares pursuant to Section 4 (2) of the Act and Rule 505 of Regulation D promulgated pursuant thereto:

(a) Investor agrees that the Shares shall not be sold, pledged, hypothecated or otherwise disposed of unless the Shares are registered pursuant to the Act and applicable state or other applicable securities laws or are exempt therefrom.

(b) A legend in substantially the following form has been or will be placed on any certificate(s) or other documents evidencing the Shares:

(c) Stop transfer instructions to the transfer agent of the Company have been or will be placed with respect to the Shares so as to restrict the sale, transfer, pledge, hypothecation or other disposition thereof, subject to the further terms hereof, including the provisions of the legend set forth in subparagraph (b) above.

(d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed on any new certificate(s) or other documents for transfer.

11. Financial Information. Investor has previously been furnished an Investor Questionnaire (Exhibit “A”), which has been completed and executed by Investor and the information contained therein remains true and correct in material aspects.

12. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California except as to the manner in which Investor elects to take title to Shares, which shall be construed in accordance with the Laws of the state of his principal residence.

13.   Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing to the names and addresses set forth on the first page of this Agreement.

Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail, or mailed, if mailed by certified or registered mail, return receipt requested, or sent by Fed Ex, overnight mail, or a similar service. If otherwise mailed, the notice shall be deemed given as of the earlier of the fourth business day after mailing or actual receipt.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 AS AMENDED ("ACT") AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SECTION 4(2) OF THE ACT AND REGULATION A PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER AGENT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED PURSUANT THERETO. UPON REGISTRATION, THE SHARES SHALL BE SUBJECT TO A LOCK-UP PERIOD, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF 6 MONTHS FOLLOWING THE REGISTRATION OF THE SHARES.

IN WITNESS, the parties have executed this Agreement on Date _________ Year ________

Agreed to and accepted

PunchFlix, Inc.	Investor
________________________________
By: Joseph Collins	By: _____________________________

Exhibit “A”

INVESTOR QUESTIONNAIRE

PUNCHFLIX, INC.

A Delaware Corporation

PUNCHFLIX, INC, a Delaware Corporation ("Company"), will use the responses to this questionnaire to qualify prospective purchasers of its Shares for purposes of federal and state securities laws.

If the answer to any question below is "none" or "not applicable," please so indicate. Your answers will be kept confidential; however, by signing this questionnaire, you agree that the Company may present this questionnaire to any person it deems appropriate to establish the availability of exemptions from registration pursuant to state and federal securities laws.

1.           Name : _______________________________________

2.           Residence address: _____________________________________________________________

3.           Home telephone: _______________________________________________________________

4.           Date of birth: ________________

5.           Social security number:  ______________________________

6.           United States citizen:                                                      Yes                      No

If no, country of citizenship: ________________

7.           Occupation: ___________________________________________________________________

8.           Number of years: _____________

9.           Present employer: ______________________________________________________________

10.           Position/Title: __________________________________________________________________

11.           Business address: ______________________________________________________________

12.           Business telephone: ________________

13.           Business facsimile: ________________

14. Each state and foreign country in which you have maintained your principal residence during the past three years, and the dates during which you resided in each:

________________________________________________________________

________________________________________________________________

15. Are you registered to vote in, or do you have a driver's license issued by, or do you maintain a residence in any other state or country?

Yes           No

16. Do you reasonably expect that either your own income from all sources during the current year will exceed $200,000 or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000?

Yes           No

17. Percentage of your income anticipated to be derived from sources other than salary:

________________________________________________________________

18. Was your yearly income from all sources during each of the last two years in excess of $200,000 or was the joint income of you and your spouse (if married) from all sources during each of those years in excess of $300,000?

Yes           No

19. Will your net worth as of the date you purchase the Offered Shares, together with the net worth of your spouse, be in excess of $1 million?

Yes           No

20. a. Is your investment in the Company in excess of 10% of your annual income?

Yes           No

If yes, please specify the percentage of your income you are investing in the Company _____%

     b. Is your investment in the Company in excess of 10% of your total net worth?

Yes           No

If yes, please specify the percentage of your total net worth you are investing in the Company ____%

21. If you have any existing personal or business relationship with the Company or any of its officers, directors or controlling persons, please describe the nature and duration of each relationship:

________________________________________________________________

________________________________________________________________

________________________________________________________________

22. Are you purchasing the Offered Shares for your own account and for investment purposes only?

Yes           No           If no, please specify for whom you are investing and the reason for investing:

________________________________________________________________

________________________________________________________________

________________________________________________________________

23. In evaluating this investment, will you use the services of any of the following advisors? If so, please identify, providing address and telephone number:

Accountant:

________________________________________________________________

________________________________________________________________

Attorney:

________________________________________________________________

________________________________________________________________

Licensed investment adviser:

________________________________________________________________

________________________________________________________________

24.           Anticipated amount of subscription: _________________________________________________

26. Indicate type of ownership in which securities will be held: [Please consider carefully. Once your subscription is accepted, any change in the form of title constitutes a transfer of the Membership interest and will therefore be restricted by the terms of the by-laws and result in additional costs to you. Subscribers should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the Shares. Because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the State of the investor’s domicile and his or her particular personal circumstances]

* Individual Ownership (one signature required)

* Joint Tenants with right of survivorship and not as tenants in common (both or all parties must sign)

* Community Property (One signature required if interest held in one name, i.e. managing spouse; two signatures required if interest held in both names)

* Tenants in common (both or all parties must sign)

 SIGNATURE PAGE TO INVESTOR QUESTIONNAIRE

In signing below, you acknowledge that the information provided in this questionnaire is true and correct in all material respects and that you understand that the Company and its counsel are relying on the truth and accuracy of that information in reliance on the exemption contained in Regulation A. You agree to notify the Company promptly of any changes in the foregoing information that occur before the investment.

Executed at _________________________________, on ________________, Year _____________

Investor:____________________________________________________

EX1A-12 OPN CNSL

Reid & Wise LLP

Attorneys and Counselors at Law

Robert K Lu

Member

Direct Dial 619-300-8149

__________________________________________________________________________________________________________________________________________

New York Office: One Penn Plaza. Suite 2015 New York, NY 10119	Los Angeles Office U.S. Bank Tower 633 West Fifth Street, 23rd floor	Shanghai Office: Wheelock Square, Suite, 602A 1717 West Nanjing Road, Jingan District
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info@reidwise.com	info@reidwise.com	www.reidwise.com

October 12, 2018

PunchFlix, Inc. 11705 Willake Street

Santa Fe Springs, California 90670

Re: PunchFlix, Inc. / Offering Statement on Form 1-A

Opinion Letter - Legality

To Whom It May Concern:

We have acted as outside general counsel for PunchFlix, Inc., a Delaware corporation (the “Company”), in connection with issuance and potential sale on of shares of the Company’s Common Stock (the “Shares”) by public offering as registered with Securities Exchange Commission of the United States of America, the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.) This Opinion Letter is delivered pursuant the requirements of Regulation A (17 CFR 230.251 et seq.).

A. Documents Examined:

We have examined the following documents (the “Documents”):

i. the Certificate of Incorporation of the Company, as amended to date, certified by the Delaware Secretary of State as of September 10th, 2018 and certified to us by the principal officer of the Company, as being complete and in full force and effect as of the date of this opinion letter;

ii. the Bylaws of the Company, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

iii. Chief Executive Officer Employment Agreement, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

iv. Assets of Punch TV Studios, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

v. Board of Directors Resolutions Approving Employment, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

vi. PunchFlix Shareholder Resolutions, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter; and

vii. a Good Standing Certificate with respect to the Company, issued by the Delaware Secretary of State on September 10th, 2018.

B. Certain Assumptions:

We have assumed, for purposes of the opinions set forth below, that:

(a) The information provided by the Company pursuant to Regulation A (17 CFR

230.251 et seq.). in connection with the offer and sale of the Shares is accurate and complete;

(b)The Company’s representations to us that the Company and its agents have made no offer to sell the Shares by means of any general solicitation or in connection with the publication of any advertisement relating to such an offer, and no offer or sale of the Shares has been made or will be made in anywhere such offer or sale would be contrary to applicable law are accurate and complete;

(c)The representations and warranties made by the Company and all prior purchasers of the Company’s securities given in connection with the sale of such securities are accurate and complete;

(d)The Company is not disqualified from relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and provided by Regulation A (17 CFR 230.251 et seq.)

C. Opinion:

Based on the foregoing, and subject to the qualifications set forth in Section E (“Certain Qualifications”) below, we are of the opinion that:

1.The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, and the Company is eligible to transact business in its headquarters State of California and any other state of the United States of America.

2.The Company has the corporate power to enter into and perform its obligations under each of the Documents.

3.The Company’s authorized capitalization consists of 1,000,000,000 shares of Common Stock.

4.80,700,000 shares that may be issued and outstanding. The issued and outstanding shares of Common Stock are: (i) legally and validly issued; (ii) fully paid; and (iii) non- assessable.

5.The 4,000,000 Shares to be issued by public sale shall be (i) legally and validly issued; (ii) fully paid for in the normal course business and (iii) non-assessable.

6.The sale and issuance of the Shares by the Company by public sale, shall not (i) violate the Certificate of Incorporation and/or (ii) the Company Bylaws;

7.The sale and issuance of Shares will not result in a breach of or constitute a default by the Company under any internal agreements, but excluding (i) financial covenants and similar provisions therein requiring financial calculations or determinations to ascertain compliance or (ii) provisions relating to the occurrence of a “material adverse event” or “material adverse change” or words or concepts to similar effect.

8.The sale and issuance of Shares will not violate any judgment, order or decree applicable to the Company of any court or arbitrator within the jurisdiction of the Securities Exchange Commission of the United States.

9.Based on, and assuming the accuracy of, the representations of each of the principal officer, and Board of Director the Shares and the examined documents the proposed Shares qualify for exemption status pursuant to the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.).

D. Confirmation:

We are not representing the Company in any action or proceeding that is pending, or overtly threatened in writing by a potential claimant, that seeks to enjoin the transaction or challenge the validity of the issuance of Company Shares.

E. Certain Qualifications:

Our opinions are limited to the federal law of the United States, and the Delaware General Corporation Law but in each case only to laws that in our experience are typically applicable to transactions of the type exemplified the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.). We express no opinion with respect to compliance with any law, rule or regulation that as a matter of customary practice is understood to be covered only when an opinion refers to it expressly. Without limiting the generality of the foregoing and except as specifically stated herein, we express no opinion on local or municipal

law, antitrust, unfair competition, environmental, land use, antifraud, tax, pension, labor, employee benefit, health care, margin, privacy, insolvency, fraudulent transfer, antiterrorism, money laundering, racketeering, criminal and civil forfeiture, foreign corrupt practices, foreign asset or trading controls, or investment company laws. We exp