FORM
OF WARRANT


 


NEITHER
THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


CHATAND,
Inc.


 


WARRANT


 


	Warrant
    No. [__]	Dated:
    _____ __, 20__


 


chatAND,
Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, [_________]
or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total
of [_________] shares of common stock, $0.0001 par value per share (the “Common Stock”), of the
Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price equal to $0.24 per share (as adjusted from time to time as provided in Section 8, the “Exercise
Price”), at any time and on or after _____ __, 20__ (the “Initial Exercise Date”) and
through and including the date that is five (5) years from the Initial Exercise Date (the “Expiration Date”),
and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series
of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the
Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred
to herein, collectively, as the “Warrants.”


 


1.
Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


2.
Registration of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


 


3.
Exercise and Duration of Warrant.


 


(a)
This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise
Date and including the Expiration Date. At 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value.


 




    	 



    	 



    


 


(b)
A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so
indicated in the Exercise Notice and only if a “cashless exercise” may occur at such time pursuant to Section 9
below), and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for
the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable
time after such exercise. In the event of a partial exercise of this Warrant, execution and delivery of the Exercise Notice shall
have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.


 


4.
Delivery of Warrant Shares.


 


(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as
the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. The Holder, or any Person so designated
by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the
Exercise Date. For purposes of this Warrant, “Person” shall mean an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or
an agency or subdivision thereof) or other entity of any kind.


 


(b)
This Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon
surrender of this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense,
a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


5.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any
transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.


 


6.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and
reasonable bond or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such
other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.


 




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7.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (after giving effect to the adjustments of Section 8, if any). The Company covenants that all Warrant Shares so
issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof,
be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary
to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 


8.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 8.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.


 


(b)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be adjusted proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares, as the
case may be, shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(c)
Calculations. All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of
a share, as applicable.


 


(d)
Notice of Corporate Events. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (iv) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (v) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 




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9.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds; provided, however,
that if at any time after the six-month anniversary of the Initial Exercise Date, there is no effective registration statement
registering, or no current prospectus available for, the resale of the Warrant Shares on an Exercise Date, the Holder may satisfy
its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to
the Holder the number of Warrant Shares determined as follows:


 


	 	X = Y [(A-B)/A]
	where:	 
	 	X
    = the number of Warrant Shares to be issued to the Holder.
	 	 
	 	Y = the number of Warrant Shares with respect to
    which this Warrant is being exercised.
	 	 
	 	A = the
    VWAP of one share of Common Stock on the Trading Day immediately preceding the date of such election
	 	 
	 	B
    = the Exercise Price.



 

“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or any trading market maintained by the OTC Markets Group, Inc. (each a “Trading Market”),
the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:00 p.m. (New York City time); (b) if the Common Stock is not then listed on a Trading Market; or (c) in all other
cases, the fair market value of a share of Common Stock shall be determined by the Company’s board of directors acting in
good faith. “Trading Day” means a day on which the Company’s principal Trading Market is open
for trading.


 


For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Purchase Agreement.


 


10.
Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise
of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise
of this Warrant, the number of Warrant Shares to be issued will be rounded down to the nearest whole share.


 




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11.
Notices. Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices or communications shall be as set forth in the Purchase Agreement.


 


12.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholder services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


13.
Miscellaneous.


 


(a)
Subject to the restrictions on transfer set forth on the first page hereof, this Warrant may be assigned by the Holder. This Warrant
shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by
the Company and the Holder and their successors and assigns.


 


(b)
The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.
Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above
the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant,
and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.


 


(c)
all questions concerning the construction, validity, enforcement and interpretation of
this warrant shall be governed by and construed and enforced in accordance with the laws of the state of new york. each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of new york, borough
of manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the transaction documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper. each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. the company hereby waives all rights
to a trial by jury.


 




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(d)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(e)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
PAGE FOLLOWS


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	CHATAND,
    Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



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FORM
OF EXERCISE NOTICE


 


(To
be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)


 


To
chatAND, Inc.:


 


The
undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by chatAND, Inc., a Nevada corporation
(the “Company”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth
in the Warrant.


 


	1.
    	The
    Warrant is currently exercisable to purchase a total of ______________ Warrant Shares.
	 	 
	2.
    	The
    undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.
	 	 
	3.
    	The
    Holder intends that payment of the Exercise Price shall be made as (check one):



 

	 	_____	“Cash Exercise” under Section 9
	 	 	 
	 	_____	“Cashless
    Exercise” under Section 9



 

	4.
    	If
    the holder has elected a Cash Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the
    terms of the Warrant.
	 	 
	5.
    	Pursuant
    to this exercise, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of the
    Warrant.
	 	 
	6.
    	Following
    this exercise, the Warrant shall be exercisable to purchase a total of ______________ Warrant Shares.



 

	Dated:____________,
    ____	Name
    of Holder:
	 	 	 
	 	(Print)	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)


 

	ACKNOWLEDGED
    AND AGREED

    TO this ___ day of ___________, 20__	 
	 	 
	CHATAND,
    INC.	 


 

	By:	 	 
	Name:	 	 
	Title:	 	 



 



    	 



    	 



    


 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented
by the within Warrant to purchase ____________ shares of Common Stock of chatAND, Inc. to which the within Warrant relates and
appoints ________________ attorney to transfer said right on the books of chatAND, Inc. with full power of substitution in the
premises.


 


	Dated:
    _______________, _____ 	 
	 	 
	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	 
	 	Address
    of Transferee
	 	 
	 	 
	 	 
	 	 
	In
    the presence of: