Exhibit 10.5


SHAREHOLDER
LOAN AGREEMENT


 


This Shareholder Loan Agreement (the
“Agreement”) is made and effective this 14th day of July, 2011:


 


	BETWEEN:	Soul and Vibe Entertainment, Inc. (the “Corporation”), a corporation organized and existing under the laws of the state of Nevada with its resident office located at: 711 S Carson, Suite 4, Carson City, NV 89701.
	 	 
	AND:	Peter Anthony Chiodo (the “Shareholder”), an individual:


 


LET IT BE KNOWN, the Shareholder
holds shares in the Corporation and agrees to loan certain monies (the “Loan”) to the Corporation.


 


IN CONSIDERATION OF the Shareholder
providing the Loan to the Corporation, and the Corporation repaying the Loan to the Shareholder, both parties agree to keep, perform,
and fulfill the promises, conditions and agreements below:


 


1.  Loan Amount and Interest


The Shareholder
promises to loan $50,000 to the Corporation in installments over the next twelve months, when necessary, to provide sufficient
cash flow and maintain operations and the Corporation promises to repay the principal amount to the Shareholder with interest payable
on the unpaid balance at the rate of 3.50 percent per annum, calculated annually not in advance.


 


2. Payment


The loan will be repaid by specific periodic amounts which the
Corporation will pay to the Shareholder at agreed upon intervals. Repayment shall be made in at least quarterly installments. The
Corporation has the right to prepay the entire outstanding amount at any time without penalty.


 


3.  Default


Notwithstanding
anything to the contrary in this Agreement, if the Corporation defaults in the performance of any obligation under this Agreement,
then the Shareholder may declare the principal amount owing under this Agreement at the time to be immediately due and payable.


 


4.  Governing Law


This Agreement
will be construed in accordance with and governed by the laws of the State of Nevada.


 


5.  Costs


All costs, expenses
and expenditures including, and without limitation, the complete legal costs incurred by enforcing this Agreement as a result of
any default by the Corporation, will be added to the principal then outstanding and will immediately be paid by the Corporation.


 




    	 



    	 



    

 


6.  Assignment and Collateral



It is mutually
agreed that this loan shall be issued without collateral. This Agreement will pass to the benefit of and be binding upon the respective
heirs, executors, administrators, successors and assigns of the Corporation. The Corporation waives presentment for payment, notice
of non-payment, protest and notice of protest.


 


7.  Amendments 


This Agreement
may only be amended or modified by a written instrument executed by both the Corporation and the Shareholder.


 


8.  Severability and General
Provisions


The clauses and
paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of the Agreement
is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. Headings are inserted
for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean
and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by duly authorized representatives of the parties as of the date hereof.


 


	CORPORATION	 	SHAREHOLDER