WARRANT


 


NEITHER
THE ISSUANCE OF THIS WARRANT NOR THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS
AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT
COVERING THE ISSUANCE AND SALE OF SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW
OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION
TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


	Warrant
    Certificate No.: A-2	 	Original
    Issue Date: May 13, 2016


 


FOR
VALUE RECEIVED, Life Clips, Inc., a Wyoming corporation (the “Company”),
hereby certifies that Edgestone Associates, Inc., a Florida corporation, or its registered assigns (the “Holder”)
is entitled to purchase from the Company 350,000 duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock at a purchase price per share of $0.40 (the “Exercise Price”), all subject to the terms, conditions and
adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 of this Warrant.


 


1.Definitions.
As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Section  3 hereof, multiplied by (b) the Exercise Price in effect as
of the Exercise Date in accordance with the terms of this Warrant.


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of Charlotte,
North Carolina are authorized or obligated by law or executive order to close.


 


“Common
Stock” means the common stock, $0.001 par value per share, of the Company, and any capital stock into which such Common
Stock shall have been converted, exchanged or reclassified following the date hereof.


 


“Company”
has the meaning set forth in the preamble.


 




    	 	 	 



     

    

 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth
in Section  3 shall have been satisfied at or prior to 5:00 p.m., Eastern Time (U.S.), on a Business Day, including,
without limitation, the receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price. 


 


“Exercise
Notice” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Period” has the meaning set forth in Section 2.


 


“Exercise
Price” has the meaning set forth in the preamble.


 


“Fair
Market Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common
Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have
been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices
for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a
domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets
or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin
Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest
asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately
prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is
listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on
which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or
quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value”
of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder.


 


“Holder”
has the meaning set forth in the preamble.


 


“Original
Issue Date” means, the date on which the Warrant was issued by the Company.


 


“Nasdaq”
means The NASDAQ Stock Market LLC.


 


“OTC
Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation
system.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Pink
OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC
Pink.


 




    	 	2	 



     

    


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this
Warrant in accordance with the terms of this Warrant.


 


2.Term
of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to
5:00 p.m., Eastern Time (U.S.), on May 13, 2019 or, if such day is not a Business Day, on the next Business Day (the “Exercise
Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable
hereunder (subject to adjustment as provided herein).


 


3.Exercise
of Warrant.


 


(a)Exercise
Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or
any part of the unexercised Warrant Shares, upon:


 


(i)surrender
of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction), together with an Exercise Notice in the form attached hereto as Exhibit
A (each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be
purchased) and executed; and


 


(ii)payment
to the Company of the Aggregate Exercise Price in accordance with Section 3(b).


 


(b)Payment
of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, by delivery to the Company of
a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an
account designated in writing by the Company, in the amount of such Aggregate Exercise Price.


 


(c)Delivery
of Stock Certificates. Upon receipt by the Company of the Exercise Notice, surrender of this Warrant and payment of the
Aggregate Exercise Price (in accordance with Section 3(a) of this Warrant), the Company shall, as promptly as practicable,
and in any event within five (5) Business Days thereafter, deliver to the Holder the Warrant Shares issuable upon such exercise,
in certificated or uncertificated book-entry form, together with cash in lieu of any fraction of a share, as provided in Section
3(d) of this Warrant. Any stock certificate or certificates so delivered shall be, to the extent possible, in such denomination
or denominations as the exercising Holder shall reasonably request in the Exercise Notice and the Warrant Shares, whether in certificated
or uncertificated book-entry form, shall be registered in the name of the Holder or, subject to compliance with Section 5 below,
such other Person’s name as shall be designated in the Exercise Notice. This Warrant shall be deemed to have been exercised
and such Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.


 




    	 	3	 



     

    


 


(d)Fractional
Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any
fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available
funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise
Date.


 


(e)Delivery
of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised,
the Company shall, at the time of delivery of the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called
for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.


 


(f)Valid
Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby
represents, covenants and agrees:


 


(i)This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized
and validly issued.


 


(ii)All
Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company
shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid
and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and
clear of all taxes, liens and charges.


 


(iii)The
Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by
the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for
official notice of issuance which shall be immediately delivered by the Company upon each such issuance).


 


(iv)The
Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required
to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery
of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the
Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.


 


(g)Reservation
of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized
but unissued Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant
Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal
to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise
of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant.


 




    	 	4	 



     

    


 


4.Adjustment
to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant,
the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from
time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant
to this Section 4).


 


(a)Adjustment
to Exercise Price and Warrant Shares Upon Subdivision or Combination of Common Stock. If the Company shall, at any time
or from time to time after the Original Issue Date, subdivide (by any stock split, recapitalization or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to any such subdivision
shall be proportionately reduced and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately
increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common
Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment
under this Section 4(a) shall become effective at the close of business on the date the dividend, subdivision or combination
becomes effective.


 


(b)Adjustment
to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any
(i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value
or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially
all of the Company’s assets to another Person or (v) other similar transaction, in each case which entitles the holders
of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger,
sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number
of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities
or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled
upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this
Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar
transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without
taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment
(in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant
to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant
in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the
case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company,
an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation,
merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon
exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than
the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of
this Section 4(a) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales
or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or
similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from
such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument
substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder, the obligation to deliver
to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall
be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect
to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have
the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in
Section 2 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.


 




    	 	5	 



     

    


 


(c)Certificate
as to Adjustment.


 


(i)As
promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than ten (10) Business
Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail
such adjustment and the facts upon which it is based and certifying the calculation thereof.


 


(ii)As
promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not
later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying
the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities
or assets then issuable upon exercise of the Warrant.


 


(d)Notices.
In the event:


 


(i)that
the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable
upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to
receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive
any other security; or


 


(ii)of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person;
or





 




    	 	6	 



     

    


 


(iii)of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 



then,
and in each such case, the Company shall send or cause to be sent to the Holder at least ten (10) days prior to the applicable
record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the
case may be, (A) the record date for such dividend, distribution or other right or action, and a description of such dividend,
distribution or other right or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of
the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other
capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common
Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable
to the Warrant and the Warrant Shares.


 


5.Transfer
of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder
are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company
at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as
Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(iv) in connection
with the making of such transfer. Upon such compliance, surrender and delivery 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 denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so
assigned and this Warrant shall promptly be cancelled.


 


6.Holder
Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance
to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the
Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of
a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


7.Replacement
on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification
agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such
Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof,
a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated
or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.


 




    	 	7	 



     

    


 


8.Compliance
with the Securities Act.


 


(a)Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects
with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and
further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended
(the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered
under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:


 


“NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE ISSUANCE AND
SALE OF SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE
STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED
BY COUNSEL.”


 


(b)Representations
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof,
to the Company by acceptance of this Warrant as follows:


 


(i)The
Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant
Shares, except pursuant to sales registered or exempted under the Securities Act.


 


(ii)The
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule
144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 




    	 	8	 



     

    


 


(iii)The
Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment
in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition
of the Company.


 


9.Warrant
Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the
Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register
as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment,
division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 


10.Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be
deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF
document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day
if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated
below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10).


 


	If
    to the Company:	Life
        Clips, Inc.

        233
        S. Sharon Amity Rd., Suite 201

        Charlotte,
        North Carolina 28211

        E-mail:
        bgruder@lifeclips.com

        Attention:Chief
        Executive Officer

	 	 
	with
    a copy to:	McGuireWoods
        LLP

        201
        N. Tryon Street, Suite 3000

        Charlotte,
        North Carolina 28202

        E-mail:
        rviola@mcguirewoods.com

        Attention:David
        S. Wolpa, Esq.

	 	 
	If
    to the Holder:	Edgestone
        Associates, Inc.

        PO
        Box 276158

        Boca
        Raton, Florida 33427

        E-mail:
        arnold@arnoldgoldin.com

        Attention:
        Arnold S. Goldin, President



 


11.Cumulative
Remedies. Except to the extent expressly provided in Section 6 to the contrary, the rights and remedies provided in
this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or
remedies available at law, in equity or otherwise.


 




    	 	9	 



     

    


 


12.Equitable
Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations
under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate
remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other
party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach,
be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that
may be available from a court of competent jurisdiction.


 


13.Entire
Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with
respect to such subject matter.


 


14.Successor
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties
hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted
assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


15.No
Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


16.Headings.
The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


17.Amendment
and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof
shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate
or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether
of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege.


 


18.Severability.
If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term
or provision in any other jurisdiction.


 


19.Governing
Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that
would cause the application of laws of any jurisdiction other than those of the State of Florida.


 




    	 	10	 



     

    


 


20.Submission
to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated
hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case
located in Palm Beach County Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s
address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in
such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.


 


21.Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


22.Counterparts.
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 


23.No
Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	11	 



     

    


 


IN
WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


 


	 	LIFE CLIPS, INC. 
	 	 
	 	By:
    	 /s/
Robert Gruder 
	 	Name:
    	Robert
    Gruder
	 	Title:
    	Chief
    Executive Officer


 





	Accepted
    and agreed:	 
	 	 	 
	EDGESTONE
    ASSOCIATES, INC.	 
	 	 	 
	By: 	 /s/
    Arnold S. Goldin 	 
	 	Arnold S. Goldin,
    President	 







 




    	 	12	 



     

    


 


Exhibit
A


 


Exercise
Notice


 


(To
be executed upon exercise of this Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ___________________ shares
of Common Stock and herewith tenders payment for such shares to the order of the Company in the amount of $___________
in accordance with the terms of this Warrant. The undersigned requests that a certificate for such Warrant Shares be registered
in the name of the undersigned and that such certificates be delivered to the undersigned’s address below.


 


The
undersigned represents that it is acquiring such shares for its own account for investment and not with a view to or for sale
in connection with any distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at
all times be within its control).


 


Dated:
__________, 20___


 


	 	Signature	 
	 	 	 
	 	 	 
	 	 	(Print
    Name)
	 	 	 
	 	 	 
	 	 	(Street
    Address)
	 	 	 
	 	 	 
	 	 	(City)
                        (State)                    (Zip Code)


 




    	 	 	 



     

    


 


Exhibit
B


 


Assignment
Form


 


(To
be executed upon exercise of this Warrant)
 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto:


 


	 	 	
	(Please
    print name and address including zip code of assignee)	 	(Please
    insert social security or other identifying number of assignee)


 


the
rights represented by the Warrant and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant
on the books of the Life Clips, Inc., a Wyoming corporation, with full power of substitution in the premises.


 


Dated:
__________, 20___


 


	 	Signature	 
	 	 	 
	 	 	 
	 	 	(Print
    Name)
	 	 	 
	 	 	 
	 	 	(Street
    Address)
	 	 	 
	 	 	 
	 	 	(City)
                        (State)                    (Zip Code)