SERIES
A CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT 


 


This
SERIES A PREFERRED STOCK EXCHANGE AGREEMENT (the “Agreement”), dated as of April 2, 2015, is made by and among
224 Stanhope Note LLC, a New York limited liability company (the “Beneficial Owner”) and chatAND, Inc., a Nevada corporation
(the “Company”).


 


RECITALS


 


The
Beneficial Owner owns 4,807,309 shares of Common Stock of the Company ( “Company Common Stock”) and is exchanging
4,807,309 shares of such Company Common Stock (the “Exchangeable Shares”) for Series A Convertible Preferred
Stock, par value $0.00001 per share (the “Series A Preferred Stock”), in accordance with the terms and provisions
hereof. Except with respect to shares of Company Common Stock defined as “Exchangeable Shares” herein, no other shares
of Company Common Stock shall be entitled to the exchange rights set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Beneficial Owner hereby agree as follows:


 


	1.	EXCHANGE
    AND CLOSING. 


 


(a)
Exchange of Exchangeable Shares for Series A Preferred Stock. The Company and the Beneficial Owner hereby agree that as
of the date of the Agreement, each Exchangeable Share automatically (without further action) will be exchanged for one (1) share
of Series A Preferred Stock.


 


(b)
Exchange of Certificates. At the Closing (as defined below), (i) the Company shall deliver to the Beneficial Owner, and
the Beneficial Owner shall receive from the Company on the Closing Date (as defined below), one or more certificates representing
the number of shares of Series A Convertible Preferred Stock issuable to the Beneficial Owner pursuant to Section 1(a), in each
case duly executed on behalf of the Company and registered in the name of the Beneficial Owner, and (ii) the Beneficial Owner
shall (A) deliver to the Company, and the Company shall receive from the Beneficial Owner on the Closing Date, certificates representing
the Exchangeable Shares, (the “Certificates”), in each case duly endorsed for transfer and/or accompanied by
a duly executed stock transfer power to the Company in the form attached as Exhibit A or (B) transfer to the Company all
Exchangeable Shares in electronic form in compliance with the Depositary Trust Company’s procedures with respect thereto
(such deliveries to the Company by the Beneficial Owner, collectively, the “Exchange”). Effective as of the
effective date of the exchange contemplated by Section 1(a), all of the Exchangeable Shares shall be deemed cancelled and the
Beneficial Owner forever forfeits and waives all rights to and claims with respect to the Exchangeable Shares delivered to the
Company in the Exchange, and to the extent not delivered to the Company, the Certificates or book-entry interests, as the case
may be, shall represent only the right to receive new shares representing Series A Convertible Preferred Stock as provided herein.
The Beneficial Owner hereby authorizes and directs the Company to marked “cancelled” on the Certificates effective
as of the Closing.


 




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(d)
Closing. The closing (the “Closing”) of the Exchange shall occur at the offices of the Company. The
date and time of the Closing (the “Closing Date”) shall be 9:30 a.m., New York time, on April 2, 2015. As used
herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in
New York, New York are authorized or required by law to remain closed.


 


	2.	REPRESENTATIONS
    AND WARRANTIES OF THE PARTIES; ACKNOWLEDGEMENT. 


 


(a)
The Beneficial Owner, severally and not jointly, represents and warrants to the Company that as of the effective date of the exchange
contemplated by Section 1(a) and on the Closing Date the Beneficial Owner will be the record and beneficial owner of all of the
Exchangeable Shares to be exchanged by the Beneficial Owner pursuant to this Agreement, free and clear of any preemptive rights
and any direct or indirect charge, pledge, option, mortgage, deed of trust, hypothecation, security interest, royalty or similar
right, warrant, purchase right, lease, license or other encumbrance (other than restrictions pursuant to applicable law) (collectively,
“Liens”). Upon consummation of the transactions contemplated by this Agreement, the Company will obtain good
and valid title to the Exchangeable Shares exchanged by the Beneficial Owner pursuant to this Agreement and such Exchangeable
Shares shall be free and clear of any Liens.


 


(b)
The Company represents and warrants to the Beneficial Owner that the issuance of the Series A Convertible Preferred Stock will
be, as of the Closing, duly authorized and upon issuance in accordance with the terms of this Agreement such Series A Convertible
Preferred Stock shall be validly issued, fully paid and non-assessable.


 


(c)
The Company and each of the Beneficial Owner acknowledge that no commission or other remuneration has been paid or given directly
or indirectly for soliciting the Exchange.


 


	3.	MISCELLANEOUS.


 


(a)
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.


 






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(b)
Counterparts. This 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. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


  


(c)
Entire Agreement; Amendments. This Agreement and the schedules and exhibits attached hereto and thereto constitute the
entire understanding among the Beneficial Owner and the Company, and supersede all prior agreements and understandings related
to the subject matter hereof. This Agreement may be modified or amended only with the written consent of the Company and the Beneficial
Owner.


 


(e)
Assignment. The Beneficial Owner shall not assign this Agreement or any of their rights hereunder without the Company’s
prior written consent.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, the Beneficial Owner and the Company have caused their respective signature pages to this Agreement to be
duly executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	CHATAND,
    INC.
	 	 	 
	 	By:	/s/
    Steve Chaussy
	` 	Name:	Steve Chaussy
	 	Title:	Chief Financial Officer


 


	 	BENEFICIAL
    OWNER:
	 	 
	 	224
    Stanhope Note LLC
	 	 
	 	
	 	Name:
	 	Title:


 


[Signature
Page to Series A Preferred Stock Exchange Agreement]


 




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EXHIBIT
A


 


STOCK
POWER 


 


For
Value Received, (“Transferor”) hereby sells, assigns and transfers unto chatAND, Inc., a Nevada
corporation (the “Company”), 4,807,309 shares of Common Stock, par value $0.00001 per share, of the
Company, standing in the name of Transferor on the books of the Company and represented by Certificate No.  46 herewith, and
does hereby irrevocably constitute and appoint or any officer of the Company attorney-in-fact to transfer said stock on the
books of the Company with full power of substitution in the premises.


 


Dated: March
4, 2015


 


	 	
	 	MEDALLION
	 	SIGNATURE
    GUARANTEED:


 




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