SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of _____ ___, 20__ by and among chatAND,
Inc., a Nevada corporation (the “Company”), and each of the purchasers identified on the signature pages
hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and
collectively, the “Purchasers”).


 


The
parties hereto agree as follows:


 


Article
I.


Purchase
and Sale of COMMON Stock


 


Section
1.01 Purchase and Sale of Stock. Upon the following terms and conditions, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company, that number of shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), as is set forth on each such Purchaser’s
signature page hereto (collectively, the “Shares”), at a price per share equal to $0.20 (the “Per
Share Purchase Price”). The Company and the Purchasers are executing and delivering this Agreement in accordance
with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation
D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The maximum number of shares of
Common Stock to be issued and sold by the Company pursuant to this Agreement is 1,250,000 shares of Common Stock for aggregate
gross proceeds of up to $250,000. Each Purchaser acknowledges and agrees that there is no minimum number of shares of Common Stock
required to be issued and sold by the Company hereunder and, accordingly, the Closing (as defined below), is not conditional upon
any minimum number of shares of Common Stock being issued and sold hereunder.


 


Section
1.02 Warrants. The Company agrees to issue to each Purchaser a Warrant in substantially the form attached hereto as Exhibit
A (each a “Warrant” and collectively, the “Warrants”), to purchase that
number of shares of Common Stock as is equal to one-hundred percent (100%) of the number of Shares purchased by each such Purchaser
hereunder. The Warrants shall have an initial term of five (5) years from their issuance date and shall have an initial exercise
price per share equal to $0.24.


 


Section
1.03 Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive
rights and other similar contractual rights of stockholders, that number of shares of Common Stock equal to one hundred percent
(100%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of all of the Warrants
then outstanding. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred
to as the “Warrant Shares”. The Shares, the Warrants and the Warrant Shares are sometimes collectively
referred to as the “Securities.”


 


Section
1.04 Closing. The closing of the purchase and sale of the Shares and the Warrants hereunder (the “Closing”)
shall occur concurrently with the execution of this Agreement by the Company and the Purchasers. In particular, immediately following
execution of this Agreement by the Purchasers and the Company, each Purchaser shall transmit to the Company, via wire transfer
of immediately available funds, such Purchaser’s total purchase price hereunder (with respect to each Purchaser, the “Individual
Purchase Price”), and the Company shall deliver an originally executed Warrant to each Purchaser to acquire that
number of shares of Common Stock as is set forth on such Purchaser’s signature page hereto and irrevocably instruct the
Company’s transfer agent to deliver to each Purchaser a stock certificate for the number of Shares purchased hereunder by
each such Purchaser.


 




    	 



    	 



    



 


Article
II.


Representations
and Warranties


 


Section
2.01 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers, as of
the date hereof, as follows:


 


(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will
not have material adverse effect on the business, operations, assets, properties, prospects or financial condition of the Company
and its subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere
with the ability of the Company to perform any of its obligations under the Transaction Documents in any material respect (each,
a “Material Adverse Effect”). 


 


(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this
Agreement and the Warrants (collectively, the “Transaction Documents”) and to issue and sell the Shares
and the Warrants in accordance with the terms hereof and otherwise carry out its obligations thereunder. The execution, delivery
and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of
the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered
by the Company. Each of the Transaction Documents constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of,
creditor’s rights and remedies or by other equitable principles of general application.


 


(c)
Issuance of Shares. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary
corporate action and the Shares, when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding,
fully paid and nonassessable. When the Warrant Shares are issued in accordance with the terms of the Warrants, such shares will
be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the
holders shall be entitled to all rights accorded to a holder of Common Stock.


 


(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the performance by the
Company of its obligations under the Warrants and the consummation by the Company of the transactions contemplated herein and
therein do not and will not (i) conflict with or violate any provision of the Company’s Articles of Incorporation or Bylaws,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its
properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature
on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is
bound or by which any of its properties or assets are bound or (iv) result in a violation of any federal, state, local or foreign
statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company are bound or affected, except, in all cases other than violations
pursuant to clause (i) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.


 




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(e)
Commission Documents, Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely
filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to
the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act
from January 1, 2011 through the date hereof (all of the foregoing including filings incorporated by reference therein being referred
to herein as the “Commission Documents”). At the times of their respective filings, the Commission Documents
complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated
thereunder and other federal, state and local laws, rules and regulations applicable to such documents and, as for their respective
dates, none of the Commission Documents contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the Commission Documents comply as to form
in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or
other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects
the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 


Section
2.02 Representations and Warranties of the Purchasers. Each of the Purchasers hereby makes the following representations
and warranties to the Company with respect solely to itself and not with respect to any other Purchaser:


 


(a)
Organization and Standing of the Purchasers. If the Purchaser is an entity, such Purchaser is a corporation, limited liability
company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization. 


 


(b)
Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform this Agreement
and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of this Agreement by such Purchaser
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership
action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the
case may be, is required. This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or
shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser
in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of,
creditor’s rights and remedies or by other equitable principles of general application.


 




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(c)
Purchase For Own Account. Each Purchaser is acquiring the Securities solely for its own account and not with a view to
or for sale in connection with distribution. Each Purchaser does not have a present intention to sell the Shares or the Warrants,
nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Shares or the Warrants
to or through any person or entity; provided, however, that by making the representations herein and subject to
Section 2.02(g) below, such Purchaser does not agree to hold the Shares or the Warrants for any minimum or other specific term
and reserves the right to dispose of the Shares or the Warrants at any time in accordance with federal and state securities laws
applicable to such disposition. Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment
in the Securities and that it has been given full access to such records of the Company and its subsidiaries and to the officers
of the Company and its subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due
diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms
of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.



 


(d)
Status of Purchasers. Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and
such Purchaser is not a broker-dealer. 


 


(e)
Opportunities for Additional Information. Each Purchaser acknowledges that such Purchaser has had the opportunity to ask
questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning
the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser’s personal
knowledge of the Company’s affairs, such Purchaser has asked such questions and received answers to the full satisfaction
of such Purchaser, and such Purchaser desires to invest in the Company. Neither such inquiries nor any other investigation conducted
by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right
to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in the Transaction
Documents.


 


(f)
No General Solicitation. Each Purchaser acknowledges that the Shares and the Warrants were not offered to such Purchaser
by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales
literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar
media, or broadcast over television or radio or (ii) any seminar or meeting to which such Purchaser was invited by any of the
foregoing means of communications.


 


(g)
Rule 144. Such Purchaser understands that the Securities must be held indefinitely unless such Shares or Warrants are registered
under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar
with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule
144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such
Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares or Warrants
without either registration under the Securities Act or the existence of another exemption from such registration requirement.


 


(h)
General. Such Purchaser understands that the Securities are being offered and sold in reliance on a transactional exemption
from the registration requirement of federal and state securities laws and the Company is relying upon the truth and accuracy
of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order
to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Securities.


 




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(i)
Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement of the Shares or the Warrants.


 


(j)
Independent Investment. Except as may be disclosed in any filings with the Commission by the Purchasers under Section 13
and/or Section 16 of the Exchange Act, no Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding,
voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser
is acting independently with respect to its investment in the Securities. 


 


Article
III.


OTHER
AGREEMENTS OF THE PARTIES


 


Section
3.01 Transfer Restrictions.


 


(a)
The Purchasers covenant that the Securities will only be disposed of pursuant to an effective registration statement under, and
in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements
of the Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or to the Company, or pursuant to Rule 144 at such time that the Company
is not required to be in compliance with Rule 144(c) and any other limitations or requirements set forth in Rule 144, the Company
may require the transferor to provide the Company with an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
under the Securities Act.


 


(b)
The Purchasers agree to the imprinting of the following legend on any certificate evidencing any of the Securities (in addition
to any legend required by applicable state securities or “blue sky” laws): 


 


THESE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED
AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.


 


Section
3.02 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares
and Warrants in a manner that would require the registration under the Securities Act of the sale of the Shares and Warrants to
the Purchasers.


 


Section
3.03 Securities Laws Disclosure; Publicity. The Company shall, at or before 5:30 p.m., New York time, on the fourth business
day following execution of this Agreement, file a Current Report on Form 8-K with the Commission describing the terms of the transactions
contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K the Transaction Documents,
in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the Commission
or applicable state law with respect to the transactions contemplated hereby and provide copies thereof to the Purchasers upon
request.


 




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Section
3.04 Purchase Price Reset.


 


(a)
Until the date that is twelve months after the date hereof, in the event that the Company issues or sells any shares of Common
Stock or any Common Stock Equivalent (as defined below) pursuant to which shares of Common Stock may be acquired at a price less
than the Base Price (as defined below) (subject to appropriate adjustments for any stock dividend, stock split, stock combination,
reclassification or similar transaction after the date hereof) (such lower price, the “Lower Price”
and such issuances, collectively, a “Dilutive Issuance”), then the Company shall promptly issue such
number of additional shares of Common Stock to each Purchaser, for no additional consideration, equal to the product of (A) a
fraction the numerator of which is the Base Price and the denominator of which is the Lower Price and (B) the number of Shares
then held by the Purchaser plus the number of shares of Common Stock previously issued to such Purchaser pursuant to this Section
3.04(a) then held by the Purchaser (each such additional issuance of shares of Common Stock, a “Dilution Adjustment”).
Such Dilution Adjustment shall be made successively whenever such a Dilutive Issuance is made. Notwithstanding the foregoing,
this Section 3.04(a) shall not apply in respect of an Exempt Issuance (as defined below). No fractional shares shall be issued
as a result of this Section 3.04(a) and any fractional shares shall be rounded down to the nearest whole number.


 


(b)
For the purposes of this Agreement:


 


(i)
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or
under direct or indirect common control with such Person.


 


(ii)
“Base Price” means, initially, the Per Share Purchase Price and after each Dilution Adjustment, the
Lower Price that resulted in such Dilution Adjustment.


 


(iii)
“Common Stock Equivalent” means any securities of the Company which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


(iv)
“Exempt Issuance” means the issuance of (A) shares of Common Stock or options to employees, officers,
consultants or directors of the Company pursuant to any stock option plan of the Company in effect on the date hereof on the terms
in effect on the date hereof, (B) securities upon the exercise or exchange of or conversion of any Securities issued hereunder,
(C) Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such Common Stock Equivalents
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities and (D) securities issued in connection with a joint venture, merger, acquisition,
or consolidation of all or substantially all of the assets, securities or business division of another entity or other strategic
transaction so long as, in each case, such issuances are not for the principal purpose of raising capital.


 


(v)
“Person” means 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.


 


(vi)
“Principal Market” means whichever of the NYSE MKT, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq
Global Select Market, Bulletin Board, New York Stock Exchange or any over-the-counter bulletin board service maintained by OTC
Markets Group Inc. is at the time the principal trading exchange or market for the Common Stock.


 




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Article
IV.


Miscellaneous


 


Section
4.01 Fees and Expenses. Except as otherwise set forth in this Agreement and the other Transaction Documents, each party
shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all stamp or other similar taxes and duties levied in connection with issuance of the Shares and the Warrants pursuant hereto.


 


Section
4.02 Specific Enforcement, Consent to Jurisdiction.


 


(a)
The Company and the Purchasers acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or equity. 


 


(b)
Each of the Company and the Purchasers (i) hereby irrevocably submits to the jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes
of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the
transactions contemplated hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought
in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers
consents to process being served in any such suit, action or proceeding by mailing a copy thereof 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 in this Section 4.02(b) shall affect or limit any right to serve process in any other manner
permitted by law. 


 


Section
4.03 Entire Agreement; Amendment. This Agreement (including all exhibits and schedules hereto) and the Transaction Documents
contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically
set forth herein or in the Transaction Documents, neither the Company nor any of the Purchasers makes any representations, warranty,
covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to
said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchasers holding a majority of the Shares then outstanding and held by Purchasers.
No such amendment or waiver shall be effective to the extent that it applies to less than all of the holders of the Shares then
outstanding.


 




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Section
4.04 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery, e-mail or facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or
(b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


	 	(a)	If
    to the Company: 



 

	 	chatAND, Inc.
	 	5490 South Rainbow
    Blvd.
	 	Las Vegas, NV
    89118
	 	Attention: Michael
    Lebor, CEO
	 	Fax No.: 
	 	 
	 	with copies to:
    
	 	 
	 	Haynes and Boone,
    LLP
	 	30 Rockefeller
    Plaza, 26th Floor
	 	New York, New
    York 10112
	 	Attention: Rick
    A. Werner, Esq.
	 	Fax No.: (212)
    884-8234



 

	 	(b)	If
                                         to any Purchaser at the address of such Purchaser set forth on the signature pages hereto.



 


Any
party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed
address to the other party hereto.


 


Section
4.05 Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any
such right accruing to it thereafter.


 


Section
4.06 Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.


 


Section
4.07 Successors and Assigns; Restrictions on Transfer. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers.


 


Section
4.08 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section
4.09 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive
law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing
this Agreement to be drafted. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all rights to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 




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Section
4.10 Survival. The representations and warranties of the Company and the Purchasers shall survive the execution and delivery
hereof and the Closing hereunder for the applicable statute of limitations period.


 


Section
4.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective
when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original thereof.


 


Section
4.12 Severability. The provisions of this Agreement and the other Transaction Documents are severable and, in the event
that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained
in this Agreement or the other Transaction Documents shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this
Agreement or the other Transaction Documents and such provision shall be reformed and construed as if such invalid or illegal
or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid,
legal and enforceable to the maximum extent possible.


 


Section
4.13 Further Assurances. From and after the date of this Agreement, upon the request of any Purchaser or the Company, each
of the Company and the Purchasers shall execute and deliver such instrument, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement, the Shares,
the Warrants and the Warrant Shares.


 


Section
4.14 Like Treatment of Purchasers. No consideration shall be offered or paid to any Purchaser to amend or consent to a
waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all
of the Purchasers then holding Shares. Further, the Company shall not make any payments or issue any securities to the Purchasers
in amounts which are disproportionate to the respective numbers of outstanding Shares held by any Purchasers at any applicable
time. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated
separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed
as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of the Shares, the Warrants
or otherwise.


 


[SIGNATURE
PAGES FOLLOWS]


 




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Company
Signature Page


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an authorized signatory as of the date first above
written.


 


	 	chatAND,
    Inc.
	 	 	 
	 	By:	 
	 	Name:	Michael Lebor
	 	Title:	Chief Executive
    Officer



 



    	 



    	 



    


 


Purchaser
Signature Page


 


By
its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms
and conditions of the Securities Purchase Agreement dated as of _____ ___, 20__ (the “Purchase Agreement”)
by and among chatAND, Inc. and the Purchasers (as defined therein), as to the number of shares of Common Stock set forth below
and as to a Warrant to purchase the number of Warrant Shares (as defined therein) set forth below, and authorizes this signature
page to be attached to the Purchase Agreement or counterparts thereof.


 


	 	Name
    of Purchaser:
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 
	 	 	 
	 	Number of Shares:	 
	 	 	 
	 	Number of Warrant Shares:	 
	 	 	 
	 	Aggregate Purchase Price: $
    	 
	 	 	 
	 	Tax ID No.	 



 


Delivery Instructions (if different
than above):



 


	c/o:
    	 	 



 


	Address:
    	 	 
	 	 	 



 


	Telephone No.:
    	 	 
	 	 	 
	Facsimile No.
    : 	 	 



 


	Other Special Instructions:
    	 	 



 



    	 



    	 



    


 


EXHIBIT
A to the


SECURITIES
PURCHASE AGREEMENT FOR


chatAND,
INC.


 


FORM
OF WARRANT