THIS
WARRANT HAS BEEN, AND THE WARRANT SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE
“WARRANT SHARES”) WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE WARRANT SHARES (TOGETHER, THE “SECURITIES”) HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.


 


SOUL
AND VIBE INTERACTIVE INC.


 


WARRANT
FOR THE PURCHASE OF SHARES OF COMMON STOCK


 


September
27, 2016


 


THIS
CERTIFIES THAT, for value received, Sichenzia Ross Friedman Ference LLP, a New York limited liability partnership with an address
at 61 Broadway, New York, New York 10006 (the “Holder”), is entitled to subscribe for and purchase from Soul
and Vibe Interactive Inc., a Nevada corporation with an address at 6548 South Big Cottonwood Canyon Road, Suite 200, Salt Lake
City, Utah 84121 (the “Company”), one million (1,000,000) shares (the “Warrant Shares”)
of the fully paid and nonassessable common stock, par value $0.001 per share, of the Company (the “Common Stock”),
at $0.0005 per share (the “Exercise Price”); provided that the Warrants may be exercised on a “cashless”
basis as provided herein, subject to the provisions and upon the terms and conditions hereinafter set forth.


 


This
Warrant is subject to the following terms and conditions:


 


1.TERM.
This Warrant is exercisable, in whole or in part, at any time (i) commencing on the date of this Warrant (the “Initial
Exercise Date”) and (ii) prior to the expiration of five (5) years following the date of this Warrant.


 


2.METHOD
OF EXERCISE; PAYMENT.


 


A.Cash
Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, from time to
time at the principal office of the Company, by delivering a completed and duly executed Notice of Exercise (attached hereto as
Exhibit A) and by the payment to the Company of an amount equal to the Exercise Price multiplied by the number of
the Warrant Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or check payable
to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Warrant Shares shall be issuable
upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes
as the record holder(s) of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this Warrant is exercised, with the Holder having all
rights as a record holder including, but not limited to, all voting rights.


 


B.Cashless
Exercise. If at any time after six (6) months from 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, in lieu of exercising
this Warrant by payment of cash in accordance with Paragraph A of this Article 2 of this Warrant, the Holder may elect to receive
Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant (accompanied
by the election form, attached hereto, duly executed) at the principal office of the Company together with notice of such election,
in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula:


 


	 	Y(A-B)
	X=	A


Where:


 


	 	X=	The
    number of Warrant Shares to be issued to the Holder of this Warrant.
	 	 	 
	 	Y=	The
    number of Warrant Shares purchasable under this Warrant as 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 (as adjusted to the date of such calculations) per share of Common Stock.


 






    	 	 	 



    	 



    







 


“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, the OTC Bulletin Board (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 4:02 p.m. (New York City
time); (b) if the Common Stock is not then listed on a Trading Market and if prices for the Common Stock are then reported in
an over the counter market maintained by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported; 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.


 


C.
Stock Certificates. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant
Shares of Common Stock so purchased shall be delivered to the Holder within three (3) business days after said exercise and, unless
this Warrant has been fully exercised or has expired, a new Warrant representing the Warrant Shares with respect to which this
Warrant shall not have been exercised shall also be issued to the Holder within such time provided a copy of any other Warrant
issued to the Holder is delivered to the Company prior to the issuance of a new Warrant. If the Company fails to deliver the Warrant
Shares of Common Stock so purchased to the Holder pursuant to this Paragraph C of this Article 2 of this Warrant, the Company
shall pay the Holder an additional amount of one thousand dollars ($1,000) per calendar day for each late day of delivery. The
Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and
costs resulting from the delay in providing an opinion or approval for said sale of securities and the inclusion herein of any
such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and
do not constitute a penalty.


 


D.
Cooperation. The Company shall provide to the Holder all information requested and fully cooperate with the Holder
with respect to the exercise of this Warrant.


 


3.STOCK
FULLY PAID; RESERVATION OF WARRANT SHARES; CERTAIN EXERCISE LIMITS. All of the Warrant Shares issuable upon the exercise of
the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price thereof, be fully paid and nonassessable,
and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges with respect to the issuance
thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times
have authorized and reserved for issuance sufficient Warrant Shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.


 


Notwithstanding
anything herein to the contrary, the Holder shall not be entitled to exercise any portion of this Warrant (or acquire any other
securities of the Company) which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Company at the time of conversion, provided, however, that the limitations on exercise
may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and
the provisions of the exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the
Holder, as may be specified in such notice of waiver).


 






    	 	2	 



    	 



    







 


4.ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. Subject to the provisions of Article 1 hereof, the number and kind of Warrant
Shares purchasable upon the exercise of this Warrant and the Exercise Price thereof shall be subject to adjustment from time to
time upon the occurrence of certain events, as follows:


 


A.Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of such shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of such shares or (iv) issues by reclassification
any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and
the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4(A) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re classification.


 


B.Intentionally
omitted.


 


C.Subsequent
Rights Offerings. If the Company, at any time while this Warrant is outstanding, shall issue rights, options or warrants to
all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase Warrant Shares of Common Stock
at a price per share less than the VWAP on the record date mentioned below, then the Exercise Price shall be multiplied by a fraction,
of which the denominator shall be the number of Warrant Shares of the Common Stock outstanding on the date of issuance of such
rights, options or warrants plus the number of additional Warrant Shares of Common Stock offered for subscription or purchase,
and of which the numerator shall be the number of Warrant Shares of the Common Stock outstanding on the date of issuance of such
rights, options or warrants plus the number of Warrant Shares which the aggregate offering price of the total number of Warrant
Shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options
or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued,
and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights,
options or warrants.


 


D.Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted
by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled
to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned
above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record
date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding
share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described
in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.





 



    	 	3	 



    	 



    







 


E.Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares thereof for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of
shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any
additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental
Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are
given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and
the other Transaction Documents in accordance with the provisions of this Section 4(E) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior
to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital
stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the
value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this
Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 


F.Calculations.
All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


G.Notice
to Holder.


 


i.Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall
promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) 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, (D) 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 (E) 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 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. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or issue a press release disclosing
such material non-public information. 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.


 






    	 	4	 



    	 



    










 


5.FRACTIONAL
WARRANT SHARES. The Company shall not be required to issue fractional shares of Common Stock
or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable
on the exercise of this Warrant (or specified portions thereof), the Company shall round up the number of such shares to the nearest
whole.


 


6.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Holder as follows:


 


A.This
Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable
with its terms;


 


B.The
Warrant Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms
hereof, will be validly issued, fully paid and nonassessable; and


 


C.The
execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance
with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or Bylaws, as amended.


 


7.BROKER.
The Company has not had any dealings with respect to the transactions set forth in this Warrant with any business broker, firm
or salesman, or any person or corporation, investment banker or financial advisor who is or shall be entitled to any broker’s
or finder’s fee or any other commission or similar fee with respect to the transactions set forth in this Warrant. The Company
represents that it has not dealt with any such person, firm or corporation with respect to the transactions set forth in this
Warrant and agrees to indemnify and hold harmless the Holder from and against any and all claims for brokerage commissions by
any person, firm or corporation on the basis of any act or statement alleged to have been made by the Company or its affiliates
or agents.


 


8.RIGHTS
OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a warrant holder, to vote or receive dividends or be deemed
the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for
any purpose, nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Warrant
Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.


 


9.
REGISTRATION.


 


A.If
the Company shall at any time seek to register or qualify any of its Common Stock or the securities holdings of any of its controlling
shareholders, on each such occasion it shall, without cost or expense, include all of the Holder’s Warrant Shares in such
registration or qualification. The Company shall keep the registration statement effective until such time as the Holder has sold
its Warrant Shares or the Warrant Shares are eligible to be transferred without restriction pursuant to the provisions of Rule
144 which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended
(“Rule 144”). The Company agrees to provide an opinion of counsel with respect to any sales of the Warrant
Shares by the Holder if such sale is permissible under Rule 144.


 






    	 	5	 



    	 



    







 





B.All
expenses in connection with preparing and filing any registration statement under Paragraph A of this Article 9 of this Warrant
shall be borne in full by the Company; provided, however, that the Holder shall pay any and all underwriting commissions and expenses
and the fees and expenses of any legal counsel selected by the Holder to represent it with respect to the sale of the Securities.


 


10.
OPINIONS. The Company shall, at its cost, provide the appropriate opinion letters to be issued by the Company’s
counsel in compliance with the provisions of Rule 144 with respect to the transfer or sale of the Warrant Shares, if such transfer
or sale is permissible under Rule 144. Furthermore, the Company shall notify counsel designated by the Holder that it is authorized
to issue said opinion letters. If the Company fails to timely provide or approve legal opinions and deliver stock certificates
pursuant to this Article 10 of this Warrant within three (3) business days after the exercise of this Warrant, the Company agrees
to pay the Holder an additional amount of five hundred dollars ($250) per day for each day that said opinions or approvals or
delivery of stock certificates are delayed. The Company acknowledges that it would be extremely difficult or impracticable to
determine the Holder’s actual damages and costs resulting from the delay in providing opinions or approvals for said sale(s)
of securities and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable
estimate of those damages and costs and do not constitute a penalty.


 


11.
IRREVOCABLE WARRANT. The Company acknowledges and agrees that this Warrant has been duly authorized by all necessary action
by its Board of Directors, and has been irrevocably issued. Accordingly, the Company further agrees that it shall not challenge
or take any action with respect to the validity of this Warrant on any basis and agrees to reimburse the Holder for all legal
fees and costs incurred by the Holder with respect to any challenge to the validity of this Warrant by the Company.


 


12.MISCELLANEOUS.


 


A.Headings.
Headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Warrant.


 


B.Enforceability.
If any provision which is contained in this Warrant should, for any reason, be held to be invalid or unenforceable in any respect
under the laws of any jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Warrant and
this Warrant shall be construed as if such invalid or unenforceable provision had not been contained herein.


 


C.Notices.
Any notice or other communication required or permitted hereunder shall be sufficiently given if sent by (i) mail by (a) certified
mail, postage prepaid, return receipt requested and (b) first class mail, postage prepaid (ii) overnight delivery with confirmation
of delivery or (iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows:


 


	To
    the Holder:	Sichenzia
    Ross Friedman Ference LLP
	 	61
    Broadway, 32nd Floor
	 	New
    York, New York 10006
	 	Attn:
    Richard A. Friedman, Esq.
	 	Fax
    No.: (212) 930-9725
	 	 
	To
    the Company:	Soul
    and Vibe Interactive, Inc.
	 	6548
    South Big Cottonwood Canyon Road, Suite 200
	 	Salt
    Lake City, Utah 84121
	 	Attn:
    Peter Anthony Chiodo, President & CEO
	 	Fax
    No.: 763-645-5364


 


or
in each case to such other address and facsimile number as shall have last been furnished by like notice. If all of the methods
of notice set forth in this Paragraph C of this Article 12 of this Warrant are impossible for any reason, notice shall be in writing
and personally delivered to the aforesaid addresses. Each notice or communication shall be deemed to have been given as of the
date so mailed or delivered as the case may be; provided, however, that any notice sent by facsimile shall be deemed to have been
given as of the date so sent if a copy thereof is also mailed by first class mail on the date sent by facsimile. If the date of
mailing is not the same as the date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice is given; provided further, however, that any notice sent by overnight delivery shall be deemed to
have been given as of the date of delivery.


 




    	 	6	 



    	 



    

 


D.Governing
Law; Disputes. This Warrant shall in all respects be construed, governed, applied and enforced in accordance with the laws
of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of
conflicts of law. The parties hereby consent to and irrevocably and exclusively submit to personal jurisdiction over each of them
by the Courts of the State of New York in any action or proceeding, irrevocably waive trial by jury and personal service of any
and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon
any of them by certified mail, return receipt requested, in accordance with Paragraph C of this Article 12 of this Warrant.


 


F.
Construction. Each of the parties hereto hereby further acknowledges and agrees that this Warrant shall not be construed
more strictly against any party responsible for its drafting regardless of any presumption or rule requiring construction against
the party whose attorney drafted this agreement.


 


G.
Entire Warrant. This Warrant and all documents and instruments referred to herein (i) constitute the entire agreement
and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter
hereof and thereof, and (ii) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
Each party hereto agrees that, except for the representations and warranties contained in this Warrant, neither party makes any
other representations or warranties, and each hereby disclaims any other representations and warranties made by itself or any
of its officers, directors, employees, agents, financial and legal advisors or other representatives, with respect to the execution
and delivery of this Warrant or the transactions contemplated hereby, notwithstanding the delivery or disclosure of any documentation
or other information with respect to any one or more of the foregoing.


 


H.
Third Party Beneficiaries. This Warrant and all documents and instruments referred to herein are not intended to confer
upon any person (other than the parties hereto and their respective heirs, executors, administrators, personal representatives,
successors and assigns) any legal or equitable right or remedy of any nature whatsoever pursuant to or by reason of this Warrant.


 


I.
Further Assurances. The parties agree to execute any and all such other further instruments and documents, and to take
any and all such further actions which are reasonably required to effectuate this Warrant and the intents and purposes hereof.


 


J.Binding
Effect. This Warrant shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.


 


K.
Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this
Warrant shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged;
and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or
conditions of this Warrant or to exercise any option herein contained shall not be construed as a waiver or relinquishment for
the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Warrant
to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver
of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver of any
other or subsequent breach.


 


L.
Counterparts. This Warrant may be executed simultaneously in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


M.No
Assignment. The parties hereby agree that the obligations under this Warrant shall not be transferred or assigned to any third
parties without the prior written consent of each party to this Warrant.


 






    	 	7	 



    	 



    







 


N.
Facsimile Signatures. Any signature which is delivered via facsimile shall be deemed to be an original and have the
same force and effect as if such facsimile signature were the original thereof.


 


O.
Modifications. This Warrant may not be changed, modified, extended, terminated or discharged orally, except by a written
agreement specifically referring to this Warrant which is signed by the Holder and the Company.


 


P.
Severability. The provisions of this Warrant shall be deemed separable. Therefore, if any part of this Warrant is rendered
void, invalid or unenforceable, such rendering shall not affect the validity or enforceability of the remainder of this Warrant;
provided, however, that if the part or parts which are void, invalid or unenforceable as aforesaid shall substantially impair
the value of this whole Warrant to any party, that party may cancel, and terminate this Warrant by giving written notice to the
other party.


 






    	 	8	 



    	 



    







 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.


 


Issued
this 27th day of September, 2016.





	 	Soul and Vibe Interactive Inc.
	 	 	 
	 	By:	/s/ Peter Anthony Chiodo
	 	 	Peter Anthony Chiodo, President & CEO



  


 


	


Acknowledged
and Accepted:

 


Sichenzia
Ross Friedman Ference LLP

	 	 
	 	 	 
	 	 	 
	By: Richard Friedman, Partner	 	 






 






    	 	9	 



    	 



    







 


EXHIBIT
A


 


FORM
OF EXERCISE NOTICE


[To
be executed only upon exercise of Warrant]


 


To
SOUL AND VIBE INTERACTIVE INC.:


 


The
undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 2 of the Warrant
with respect to ________________________ Warrant Shares, at an exercise price per share of $[ ], and requests that the certificates
for such Warrant Shares be issued in the name of, and delivered to:


 


______________________________________


______________________________________


______________________________________


______________________________________


 


The
undersigned is hereby making payment for the Warrant Shares in the following manner: [check one]


 


[  ]by
cash in accordance with Section 2(A) of the Warrant


 


[  ]via
cashless exercise in accordance with Section 2(B) of the Warrant in the following manner:


 


______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________


 


The
undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial
owner of the Warrant.


 


Dated:
_______________


 


________________________________________


Print
or Type Name


 


________________________________________


(Signature
must conform in all respects to name of holder as specified on the face of Warrant)


 


________________________________________


(Street
Address)


 


________________________________________


(City)                    (State)                    (Zip
Code)


 






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