NEITHER THIS WARRANT NOR THE SHARES
(AS DEFINED BELOW) OF THE COMPANY ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK

OF

beamz interactive, Inc.


 


Void
after January 2, 2015


 


	Warrant No.	 	 	 	, 2012 


 


THIS CERTIFIES THAT,
for value received, ___________________, a _____________, or its registered successors or assigns (hereinafter, the “Holder”),
is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period
(as defined in subsection 1.1 below), _________________ (_____________) fully-paid and non-assessable shares (the “Shares”)
of the common stock, par value $0.001 per share (the “Common Stock”), of Beamz Interactive, Inc., Inc., a Delaware
corporation (the “Company”), at an exercise price of $0.02 per share, subject to adjustment as provided in Section
3 below (the “Exercise Price”).


 


		1.	EXERCISE OF WARRANT



 


The terms and conditions
upon which this Warrant may be exercised, and the Shares covered hereby may be purchased, are as follows:


 


1.1           Method
Of Exercise. At any time after the date of this Warrant and on or prior to January 2, 2015 (the “Exercise Period”),
Holder may exercise, in whole or in part, and from time to time, the purchase rights evidenced by this Warrant. Such exercise shall
be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached
hereto, to the Chief Executive Officer of the Company at the Company’s offices in Scottsdale, Arizona; and (ii) the payment
to the Company of an amount equal to the aggregate Exercise Price for the Shares being purchased.


 



    	 



    	 



    

 


1.2           Issuance
Of Shares and New Warrant. Certificates for Shares purchased hereunder shall be delivered by the Company to Holder as soon
as possible after delivery by Holder to the Company of the items described in Section 1.1 above; provided, however, if the Company
has appointed a transfer agent for the Common Stock, then certificates for Shares shall be transmitted by the transfer agent of
the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through
its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 trading days from the
delivery to the Company of the Notice of Exercise form, surrender of this Warrant and payment of the aggregate Exercise Price as
set forth above (“Share Delivery Date’). This Warrant shall be deemed to have been exercised on the date the
Exercise Price is received by the Company. The Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such Shares for all purposes, as of the date the Warrant
has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant
to Section 1.5 below prior to the issuance of such Shares, have been paid.


 


1.3           Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery
of the certificate or certificates representing Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase
the unpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


1.4           No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise
of this Warrant. As to any fraction of a Share which Holder would otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


1.5           Charges.
Taxes and Expenses. Issuance of certificates for Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.


 


		2.	TRANSFERS



 


2.1           Transferability
Subject to compliance with any applicable securities laws and the conditions set forth in Sections 2.4, 5 and 6.1 below, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company,
together with the appropriate form of Assignment, as attached hereto, duly executed by the Holder and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder
for the purchase of Shares without having a new Warrant issued.


 



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2.2           New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 2.1, as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.


 


2.3           Warrant
Register. 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 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.


 


2.4           Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee
of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and
deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or a qualified
institutional buyer as defined in Rule 144A(a) under the Securities Act.


 


		3.	ANTIDILUTION PROVISIONS



 


The provisions of this
Section 3 shall apply in the event that any of the events described in this Section 3 shall occur with respect to the Shares at
any time on or after the original issuance date of this Warrant:


 


3.1           Splits
and Combinations. If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant
shall, after that subdivision or combination, evidence the right to purchase the number of shares that would have been issuable
as a result of that change with respect to the Shares which were purchasable under this Warrant immediately before that subdivision
or combination. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Exercise Price then in effect
immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding
shares, the Exercise Price then in effect immediately before that combination shall be proportionately increased. Any adjustment
under this Section shall become effective at the time that such subdivision or combination becomes effective.


 



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3.2           Reclassification,
Exchange and Substitution. If the Shares issuable upon exercise of this Warrant shall be changed into the same or a different
number of securities of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise
(other than a subdivision or combination of shares provided for above), the Holder of this Warrant shall, on its exercise, be entitled
to purchase for the same aggregate consideration, in lieu of the Shares which the Holder would have become entitled to purchase
but for such change, the number of securities of such other class or classes of stock equivalent to the number of Shares that would
have been subject to purchase by the Holder on exercise of this Warrant immediately before that change.


 


3.3           Reorganizations,
Mergers, Consolidations Or Sale Of Assets. If at any time there shall be a capital reorganization of the shares of Common Stock
(other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) then, as a part of
such reorganization, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Exercise Price then in effect,
the number of shares or other securities or property of the Company to which a holder of the Shares deliverable upon exercise of
this Warrant would have been entitled in such capital reorganization if this Warrant had been exercised immediately before that
capital reorganization. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors)
shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this
Warrant after the reorganization to the end that the provisions of this Warrant (including adjustment of the Exercise Price then
in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably
may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.


 


3.4           Distributions.
In the event the Company should at any time prior to the expiration of this Warrant fix a record date for the determination of
the holders of shares entitled to receive a distribution payable in additional shares of Common Stock or other securities or rights
convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the “Share Equivalents”) without payment of any consideration by such holder for the additional
shares (including the additional shares issuable upon conversion or exercise thereof), then, as of such record date (or the date
of such distribution, split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased and
the number of Shares issuable upon exercise of the Warrant shall be appropriately increased in proportion to such increase of outstanding
shares.


 


3.5           Certificate
as to Adjustments. In the case of each adjustment or readjustment of the Exercise Price pursuant to this Section 3, the Company
will promptly compute such adjustment or readjustment in accordance with the terms hereof and cause a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, to be delivered
to the Holder of this Warrant. The Company will, upon the written request at any time of the Holder of this Warrant, furnish or
cause to be furnished to such Holder a certificate setting forth: (a) such adjustments and readjustments; (b) the Exercise Price
at the time in effect; and (c) the number of Shares issuable upon exercise of the Warrant and the amount, if any, of other property
at the time receivable upon the exercise of the Warrant.


 



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3.6           Reservation
of Shares Issuable Upon Exercise. The Company shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the exercise of this Warrant such number of shares of Common Stock as
shall from time to time be sufficient to effect the exercise of this Warrant and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies as shall
be available to the Holder of this Warrant, the Company will use its best efforts to take such action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.


 


		4.	RIGHTS PRIOR TO EXERCISE OF WARRANT



 


This Warrant does not
entitle the Holder to any of the rights of a shareholder of the Company. If, however, at any time prior to the expiration of this
Warrant and prior to its exercise, any of the following events shall occur: (a) the Company shall make any distribution (other
than a cash distribution) to the holders of shares of Common Stock; (b) the Company shall offer to all of the holders of shares
of Common Stock any additional shares or Share Equivalents or any right to subscribe for or purchase any thereof; or (c) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or lease of all
or substantially all of its property, assets, and business as an entirety) shall be proposed and action by the Company with respect
thereto has been approved by the Company’s Board of Directors (each, a “Material Action”), the Company
shall give notice in writing of such Material Action to the Holder at its last address as it shall appear on the Company’s
records at least twenty (20) days’ prior to the date fixed as a record date or the date of closing the transfer books for
the determination of the Members entitled to such dividends, distribution, or subscription rights, or for the determination of
Members entitled to vote on the Material Action. Such notice shall specify such record date or the date of closing the transfer
books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing
thereof shall not affect the validity of the Material Action.


 


		5.	RESTRICTED SECURITIES



 


The Holder acknowledges
that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws. In order to enable the Company to comply with the Securities Act and applicable state laws, the Company
may require the Holder as a condition of the transfer or exercise of this Warrant, to give written assurance satisfactory to the
Company that the Warrant, or in the case of an exercise hereof the Shares subject to this Warrant, are being acquired for his or
her own account, for investment only, with no view to the distribution of the same, and that any disposition of all or any portion
of this Warrant or the Shares issuable upon the due exercise of this Warrant shall not be made, unless made in compliance with
the requirements of the Securities Act and applicable securities laws of any State or other jurisdiction. Holder acknowledges that
this Warrant is, and each of the Shares issuable upon the due exercise hereof will be, a restricted security, and that the certificates
evidencing securities issued to the Holder upon exercise of this Warrant will bear a legend substantially similar to the legend
set forth on the front page of this Warrant.


 



    	5



    	 



    

 


		6.	MISCELLANEOUS



 


6.1           Title
to Warrant. During the Exercise Period, and subject to compliance with applicable laws and Section 2 above, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office of the Company by the Holder, upon surrender of this
Warrant together with the appropriate Assignment form attached hereto properly endorsed. To the extent Section 2.4 above is applicable,
the transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company, if required by the
Company.


 


6.2           Loss
Theft Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate.


 


6.3           Saturdays,
Sundays, Holidays, Etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on
the next succeeding day not a Saturday, Sunday or legal holiday.


 


6.4           Authorized
Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued
shares of Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Shares upon the exercise
of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for the Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any market or exchange upon which the Common Stock may be listed.


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation 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 actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 



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6.5           Non-Waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights
hereunder terminate upon expiration of the Exercise Period. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise; enforcing any of its rights,
powers or remedies hereunder.


 


6.6           Limitation
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase
Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase
price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.


 


6.7           Remedies.
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


6.8           Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by
any such Holder or holder of Shares.


 


6.9           Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


6.10         Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


6.11         Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 



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6.12         Notices.
All notices, requests, demands and other communications under this Warrant shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom notice is to be given, or on the date of mailing if
mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly
addressed as follows: if to the Holder, at such Holder’s address as shown in the Company records; and if to the Company,
at 15354 N. 83rd Way, Suite 102, Scottsdale, Arizona 85260, Attention: Chief Executive Officer. Any party may change
its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.


 


6.13         Governing
Law. This Warrant and any dispute, disagreement or issue of construction of interpretation arising hereunder whether relating
to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the
internal laws of the State of Delaware without regard to conflicts of law.


 


EXECUTED as
of the date first set forth above.


 


	 	BEAMZ INTERACTIVE, INC.
	 	 	 
	 	By:	/s/ Charles R Mollo
	 	 	    Charles R. Mollo,
	 	 	    Chief Executive Officer


 



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NOTICE OF
EXERCISE


 


		TO:	BEAMZ INTERACTIVE, INC.



 


(1)         The
undersigned hereby elects to purchase __________ Shares (the “Exercised Shares”) pursuant to the terms of the
attached Warrant to Purchase Shares of Common Stock of Beamz Interactive, Inc. (the “Warrant”), and tenders
herewith payment of the aggregate Exercise Price for the Exercised Shares, together with all applicable transfer taxes, if any.


 


(2)         Please
issue a certificate or certificates representing the Exercised Shares in the name of the undersigned or in such other name as is
specified below:


 


	 	 	 


 


The Exercised Shares shall be delivered
to the following:


 





	 	 	 
	 	 	 
	 	 	 


 


(3)         All
terms used herein but not otherwise defined shall have the meanings ascribed thereto in the attached Warrant.


 


Date:________________________.


 


	 	If an individual:
	 	 
	 	 
	 	Printed:	 


 


	 	If a legal entity:
	 	 
	 	 
	 	      (type in name)
	 	By:	 
	 	Printed:	 
	 	Title:	 


 



    	 



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED
___________________________ hereby sells, assigns and transfers unto _______________________ the within Warrant and all rights
evidenced thereby and does irrevocably constitute and appoint __________________________, attorney, to transfer the said Warrant
on the books of the within named Company.


 


Dated:________________________.


 


	 	If an individual:
	 	 
	 	 
	 	Printed:	 


 


	 	If a legal entity:
	 	 
	 	 
	 	     (type in name)
	 	By:	 
	 	Printed:	 
	 	Title:	 


 



    	 



    	 



    

 


PARTIAL
ASSIGNMENT


 


FOR VALUE RECEIVED
______________________________ hereby sells, assigns and transfers unto _______________________________ that portion of the within
Warrant and the rights evidenced thereby which will an the date hereof entitle the holder to purchase __________ shares of Common
Stock of Beamz Interactive, Inc., and does hereby irrevocably constitute and appoint __________________________ and ______________________,
or either of them, attorney, to transfer that part of the said Warrant on the books of the within named Company.


 


Dated:_________________________.


	 	If an individual:
	 	 
	 	 
	 	Printed:	 


 


	 	If a legal entity:
	 	 
	 	 
	 	     (type in name)
	 	By:	 
	 	Printed:	 
	 	Title: