Exhibit 4.1







 





NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


 


	Principal Amount: 	$210,667.00	Issue Date: September 23, 2014
	Purchase Price: 	$200,000.00	 









10% CONVERTIBLE DEBENTURE


 


FOR VALUE RECEIVED,
Soul and Vibe Interactive Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to
pay to the order of FireRock Global Opportunities Fund, L.P. or registered assigns (the “Holder”) the
sum of $210,667.00 together with interest as set forth herein, on June 23, 2015 (the “Maturity Date”), and to
pay interest on the initial principal balance hereof at the rate of ten percent (10%) per annum (the “Interest Rate”),
until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Debenture
shall also have an original issue discount from the stated Principal Amount. This Debenture may not be prepaid in whole or in part
except as otherwise explicitly set forth herein. Any amount of principal or interest on this Debenture which is not paid when due
shall bear interest at the rate of fourteen percent (14%) per annum from the due date thereof until the same is paid (“Default
Interest”). Default Interest shall commence accruing on the date that the Debenture is fully paid and shall be computed
on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into
common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be
made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter
give to the Borrower by written notice made in accordance with the provisions of this Debenture. Whenever any amount expressed
to be due by the terms of this Debenture is due on any day which is not a business day, the same shall instead be due on the next
succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Debenture
is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of
interest due on such date. As used in this Debenture, the term “business day” shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order
to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that
certain Securities Purchase Agreement dated the date hereof, pursuant to which this Debenture was originally issued (the “Purchase
Agreement”).


 






    	 



    	 



    

 


This Debenture is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following terms
shall apply to this Debenture:


 


Article
I. CONVERSION RIGHTS


 


1.1Conversion
Right. The Holder shall have the right from time to time, and at any time commencing on the Issue Date and ending on the later
of: (i) the Maturity Date and (ii) such later date as this Debenture has been paid in full, each in respect of the remaining outstanding
principal amount of this Debenture to convert all or any part of the outstanding and unpaid principal amount of this Debenture
into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion
price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion
of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Debentures or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation
on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable
upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would
result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations
on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the
Borrower, and the provisions of the conversion 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). The number of shares of Common Stock to be issued upon each conversion
of this Debenture shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then
in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of
Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice
of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)
to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The
term “Conversion Amount” means, with respect to any conversion of this Debenture, the sum of (1) the principal
amount of this Debenture to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest,
if any, on such principal amount at the interest rates provided in this Debenture to the Conversion Date, plus (3) at the
Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2)
plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.


 






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1.2Conversion
Price. The conversion price (the “Conversion Price”) shall equal the lesser of (i) the trading price on
the Trading Day immediately preceding the Closing Date, or (ii) the Variable Conversion Price (as defined herein) (subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or
the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events and issuances of securities at specified lower prices). The “Variable Conversion Price” shall
mean sixty percent (60%) of the lowest trading price of the Common Stock as quoted by Bloomberg L.P. for the ten (10) trading days
immediately preceding the Conversion Date. Upon and after an Event of Default, the “Variable Conversion Price”
shall mean forty percent (40%) of the lowest traded price of the Common Stock as quoted by Bloomberg L.P. for the 15 trading days
immediately preceding the Conversion Date. If the trading price cannot be calculated for such security on such date in the manner
provided above, the trading price shall be the fair market value as mutually determined by the Borrower and the holders of a majority
in interest of the Debenture being converted for which the calculation of the trading price is required in order to determine the
Conversion Price of such Debenture.


 


1.3Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Debenture issued pursuant to the Purchase Agreement. The Borrower is required at all times to
have authorized and reserved three (3) times the number of shares that is actually issuable upon full conversion of the Debenture
(based on the Conversion Price of the Debentures in effect from time to time)(the “Reserved Amount”). The Reserved
Amount shall be recalculated each month and the Company shall notify the Transfer Agent and the Holder in writing by the fifth
day of the following month of the new Reserved Amount. Notwithstanding the foregoing, in no event shall the Reserved Amount be
lower than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make
any change to its capital structure which would change the number of shares of Common Stock into which the Debentures shall be
convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of the outstanding Debentures. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Debenture, and (ii) agrees that its issuance of this Debenture shall
constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and
issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Debenture.


 






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If, at any time the Borrower
does not maintain the Reserved Amount or fails to notify the Holder and the Transfer Agent of the new Reserved Amount, it will
be considered an Event of Default under Section 3.2 of the Debenture.


 


1.4Method of Conversion.


 


(a)Mechanics
of Conversion. Subject to Section 1.1, this Debenture may be converted by the Holder in whole or in part at any time from time
to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable
means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section
1.4(b), surrendering this Debenture at the principal office of the Borrower.


 


(b)Surrender
of Debenture Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Debenture
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Borrower unless
the entire unpaid principal amount of this Debenture is so converted. The Holder and the Borrower shall maintain records showing
the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to
the Holder and the Borrower, so as not to require physical surrender of this Debenture upon each such conversion. In the event
of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative
in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Debenture is converted as aforesaid, the
Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Debenture of like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Debenture. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount
of this Debenture represented by this Debenture may be less than the amount stated on the face hereof.


 


(c)Payment of
Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on conversion of this Debenture in a name other than that
of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such
tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


(d)Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for
the Common Stock (or, if the Borrower issues and maintains shares in uncertificated form, comparable notice of share ownership)
issuable upon such conversion as soon as reasonably possible after such receipt (the “Deadline”) (and, solely
in the case of conversion of the entire unpaid principal amount hereof, surrender of this Debenture) in accordance with the terms
hereof and the Purchase Agreement.


 






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(e)Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of this Debenture being so converted shall forthwith terminate except
the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the
Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates
for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce
the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,
and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection
with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice
of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.


 


(f)Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower is participating in the Depository Trust Borrower (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through
its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g)Failure to
Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this
Debenture is not delivered by the Deadline, the Borrower shall pay to the Holder, in cash, as partial liquidated damages and not
as a penalty, for each $1,000 of shares of Common Stock issuable upon such conversion (based on the VWAP of the Common Stock on
the date such shares are submitted to the Transfer Agent) delivered, $10 per trading day (increasing to $20 per trading day five
trading days after such damages have begun to accrue) for each trading day after such shares were to be issued, until such certificate
is delivered. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued
or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it
has accrued), shall be added to the principal amount of this Debenture, in which event interest shall accrue thereon in accordance
with the terms of this Debenture and such additional principal amount shall be convertible into Common Stock in accordance with
the terms of this Debenture. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting
from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly
the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified


 






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1.5Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Debenture may not be sold or transferred unless (i)
such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions), dated within 90 days from the date of the conversion request, to the effect that the shares to be
sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold
or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are
transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the
shares only in accordance with this Section 1.5 and who is an accredited investor. Except as otherwise provided in the Purchase
Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon
conversion of this Debenture have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold and without any requirement that current
public information concerning Borrower be available, each certificate for shares of Common Stock issuable upon conversion of this
Debenture that has not been so included in an effective registration statement or that has not been sold pursuant to an effective
registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form,
as appropriate:


 


“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES, IN COMPLIANCE WITH THE PROVISIONS OF THE AGREEMENTS RELATING TO THE SECURITIES
REPRESENTED HEREBY.”


 






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The legend set forth
above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i)
the Borrower or its transfer agent shall have received an opinion of counsel reasonably satisfactory to Borrower, in form, substance
and scope customary for opinions of counsel in comparable transactions, dated within 90 days from the date of the conversion request,
to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion
shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon
conversion of this Debenture, such security is registered for sale by the Holder under an effective registration statement filed
under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular
date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Buyer
with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will
be considered an Event of Default pursuant to Section 3.2 of the Debenture.


 


1.6Effect of Certain
Events.


 


(a)Effect of
Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of
the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than
50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower
with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be treated pursuant to
Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association,
trust or other entity or organization.


 


(b)Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Debenture is issued and outstanding and prior to conversion of
all of the Debentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number
of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower,
then the Holder of this Debenture shall thereafter have the right to receive upon conversion of this Debenture, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon
conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this
Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this
Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price
and of the number of shares issuable upon conversion of the Debenture) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effect any transaction
described in this Section 1.6(b) unless (a) it first gives, to the extent reasonably practicable, thirty (30) days prior written
notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders
to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Debenture)
(provided, that if such disclosure and written notice to Holder is subject to Section 4.8 of the Purchase Agreement concerning
non-public information, Holder shall have first executed a confidentiality agreement as described in that Section) and (b) in the
case of the consolidation, merger or other business combination of the Borrower with or into any other Person when the Borrower
is not the survivor, the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.


 






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(c)Purchase
Rights. If, at any time when any Debentures are issued and outstanding, the Borrower issues any convertible securities or rights
to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of
any class of Common Stock, then the Holder of this Debenture will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Debenture (without regard to any limitations on conversion contained herein)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record
is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.


 


(d)Notice of
Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish
to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number
of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion
of the Debenture.


 


1.7Trading Market
Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common
Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Debenture
and the other Debentures issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that
the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then
traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date
(as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations,
capital reorganizations and similar events relating to the Common Stock occurring after the date hereof.


 






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1.8Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot
be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount)
shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion
of this Debenture shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and
to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower
to comply with the terms of this Debenture. Notwithstanding the foregoing, if a Holder has not received certificates for all shares
of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any
portion of this Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock
by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Debenture with respect to such unconverted
portions of this Debenture and the Borrower shall, as soon as practicable, return such unconverted Debenture to the Holder or,
if the Debenture has not been surrendered, adjust its records to reflect that such portion of this Debenture has not been converted.


 


1.9Optional Prepayment.
At any time during the period beginning on the Issue Date and expiring upon the Maturity Date, the Borrower shall have the right,
exercisable on not less than thirty (30) days prior written notice to the Holder of the Debenture to prepay the outstanding Debenture
(principal and accrued interest), in full, in accordance with this Section 1.9, provided that no Event of Default shall then exist.
Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the
Debenture at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Debenture, and
(2) the date of prepayment which shall be thirty (30 days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount
(as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business
day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Debenture, the Borrower shall make
payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to the Multiple (as hereinafter
defined), multiplied by the sum of: (w) the then outstanding principal amount of this Debenture plus (x) accrued and
unpaid interest on the unpaid principal amount of this Debenture to the Optional Prepayment Date plus (y) if applicable,
Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant
to Sections 1.3 and 1.4(g) hereof. For purposes hereof, the “Multiple” shall be: (i) 100% if the Optional Prepayment
Notice is delivered within thirty (30) days of the Issue Date; (ii) 110% if the Optional Prepayment Notice is delivered between
thirty-one (31) days but before sixty (60) days of the Issue Date; (iii) 115% if the Optional Prepayment Notice is delivered between
sixty (60) days but before ninety (90) days of the Issue Date; (iv) 120% if the Optional Prepayment Notice is delivered between
ninety (90) days but before one hundred twenty (120) days of the Issue Date; and (iiv) 130% if the Optional Prepayment Notice is
delivered at any time thereafter.


 






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Article
II.  CERTAIN COVENANTS


 


2.1Negative Covenants
As long as any portion of this Debenture remains outstanding, unless the holders of a majority-in-interest of all the then outstanding
Debentures shall have otherwise given prior written consent, the Borrower shall not, and shall not permit any of its subsidiaries
(whether or not a subsidiary on the Issue Date) to, directly or indirectly:


 


(a)other than indebtedness
(i) existing as of the Initial Date, (ii) incurred in the ordinary course of business for trade expenses (not borrowed money),
(iii) incurred in connection with the issuance of New Securities or Excluded Issuances (as defined in the Purchase Agreement),
(iv) indebtedness expressly subordinate to the indebtedness created by the Debentures, or (v) incurred in connection with the acquisition,
development or in-licensing of assets, technologies or intellectual property (“Permitted Indebtedness”), enter
into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited
to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom.


 


(b)other than Permitted
Liens (as defined below), enter into, create, incur, assume or suffer to exist any liens, charges or encumbrances of any kind or
nature (“Liens”), on or with respect to any of its property or assets now owned or hereafter acquired or any
interest therein or any income or profits therefrom, except those which are expressly subordinate to the indebtedness created by
the Debentures. “Permitted Lien” means the individual and collective reference to the following: (a) Liens for
taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental
charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment
of the management of the Borrower) have been established in accordance with GAAP; (b) Liens imposed by law which were incurred
in the ordinary course of the Borrower’s business, such as carriers’, warehousemen’s and mechanics’ Liens,
statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Borrower’s business, and
which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair
the use thereof in the operation of the business of the Borrower and its consolidated subsidiaries or (y) are being contested in
good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture
or sale of the property or asset subject to such Lien; or (c) Liens incurred in connection with Permitted Indebtedness under clause
(a) hereunder.


 


(c)other than to
effect stock splits, reverse stock splits or changes in the authorized number of shares, amend its charter documents, including,
without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;


 


(d)repay, repurchase
or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or
Common Stock equivalents except pursuant to written agreements with employees, directors, officers or consultants providing for
a right or repurchase at the original purchase price of such securities upon cessation of service, cessation of vesting, employment
termination or similar events;


 






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(e)other than Permitted
Indebtedness, repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness, other than the Debentures
if on a pro-rata basis, other than (x) regularly scheduled principal and interest payments as such terms are in effect as of the
Issue Date, provided that such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event
of Default exist or occur, (y) Permitted Indebtedness, and (z) ordinary trade debt incurred in the ordinary course of business.


 


(f)pay cash dividends
or cash distributions on any equity securities of the Borrower;


 


(g)sell, lease
or otherwise dispose of any portion of its assets outside the ordinary course of business, other than de minimis
sales, unless Borrower offers to prepay the full amount owed under the Debentures in connection with the closing of any such sale,
lease or disposition transaction;


 


(h)lend money,
give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors,
employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the
date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of
business or (c) not in excess of $10,000;


 


(i)enter into any
transaction with any affiliate of the Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and, if required under Borrower’s governance policies to be
approved by the board of directors or a committee thereof, is expressly approved by a majority of the disinterested directors of
the Borrower (even if less than a quorum otherwise required for board approval); or


 


(j)enter into any
agreement with respect to any of the foregoing.


 


Article
III.  EVENTS OF DEFAULT


 


If any of the following
events of default (each, an “Event of Default”) shall occur:


 


3.1Failure to
Pay Principal or Interest. Any default in the payment of the principal of, interest on or other charges in respect of this
Debenture, free of any claim of subordination, as and when the same shall become due and payable whether upon the Maturity Date
or by acceleration or otherwise, if Borrower does not pay in full the amount that is due and payable within three (3) business
days after delivery of a notice of demand therefor from Holder.


 


3.2Conversion
and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that
it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Debenture, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated
form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture
as and when required by this Debenture, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders
its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock
to be issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required by this Debenture, or
fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of
Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required by this Debenture
(or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph)
and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall
not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an
obligation of the Borrower to remain current in its obligations to its transfer agent.. If the Borrower should at any time be delinquent
in its payments to its transfer agent, then the Holder may in its option make such payment on the Borrower’s behalf. If the
Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, the amount of such advanced
funds shall be added to the principal under this Debenture.


 






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3.3Breach of Covenants.
The Borrower breaches any material covenant or other material term or condition contained in this Debenture, the Purchase Agreement
or the Borrower’s instruction letter to its transfer agent contemplated by the Purchase Agreement (together, the “Collateral
Documents”) and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from
the Holder.


 


3.4Breach of Representations
and Warranties. Any representation or warranty of the Borrower made herein or in the Collateral Documents shall be false or
misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse
effect on the rights of the Holder with respect to this Debenture.


 


3.5Bankruptcy,
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall commence, or there shall be commenced against the
Borrower or any subsidiary of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter in effect or
any successor thereto, or the Borrower or any subsidiary of the Borrower commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether
now or hereafter in effect relating to the Borrower or any subsidiary of the Borrower or there is commenced against the Borrower
or any subsidiary of the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of
90 days; or the Borrower or any subsidiary of the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Borrower or any subsidiary of the Borrower suffers any appointment
of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues
undischarged or unstayed for a period of 90 days; or the Borrower or any subsidiary of the Borrower makes a general assignment
for the benefit of creditors; or the Borrower or any subsidiary of the Borrower shall call a meeting of its creditors with a view
to arranging a composition, adjustment or restructuring of its debts; or the Borrower or any subsidiary of the Borrower shall by
any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate
or other action is taken by the Borrower or any subsidiary of the Borrower for the purpose of effecting any of the foregoing (other
than actions to dismiss, terminate or resolve any bankruptcy or similar proceeding).


 






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3.6Indebtedness
Default. The Borrower or any subsidiary of the Borrower shall default in any of its obligations under any other Debenture or
any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term
leasing or factoring arrangement of the Borrower or any subsidiary of the Borrower in an amount exceeding $50,000, whether such
indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise become due and payable, in each of the above instances where such
default would have a Material Adverse Effect on the Company’s ability to pay the Debenture on the Maturity Date.


 


3.7Delisting of
Common Stock. The Borrower shall fail to maintain the listing or eligibility for quotation, as applicable, of the Common Stock
on the Trading Market.


 


3.8Failure to
Comply with the Exchange Act. The Borrower shall fail in any material respect to comply with the reporting requirements of
the Exchange Act with regards to the filing of Form 10-Q's and 10-K's; and/or the Borrower shall cease to be subject to the reporting
requirements of the Exchange Act.


 


3.9Liquidation.Any
dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.10Cessation
of Operations. Any cessation by Borrower of substantially all of its operations, provided, however, that any disclosure of
the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay
its debts as they become due or of a cessation of operations.


 


3.11Maintenance
of Assets. The failure by Borrower to maintain any material assets which would have a material adverse effect on Borrower’s
ability conduct its overall business (whether now or in the future).


 


3.13 Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in
the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 






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3.14 DTC Chill.
The placement by DTC of a “chill” on the Common Stock, which has not been lifted within 30 Trading Days of imposition.


 


 


 


3.15Cross-Default. 
Notwithstanding anything to the contrary contained in this Debenture or the other related or companion documents, a breach or default
by the Borrower of any covenant or other term or condition contained in any of the Collateral Documents, after the passage of all
applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Debenture and
the Collateral Documents, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies
of the Holder under the terms of this Debenture and the Collateral Documents by reason of a default under said Collateral Documents
or hereunder.


 


Upon the occurrence and during the continuation
of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon
when due at the Maturity Date, giving effect to any applicable cure period), the Debenture shall become immediately due and payable
and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum
(as defined herein). Upon the occurrence and during the continuation of any Event of Default the Debenture shall become immediately
due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to
the sum of (w) the then outstanding principal amount of this Debenture plus (x) accrued and unpaid interest on the
unpaid principal amount of this Debenture to the date of payment (the “Mandatory Prepayment Date”) plus
(y) Default Interest, plus (z) five percent (5%) of the total amount of Principal then outstanding (the then outstanding
principal amount of this Debenture to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall
collectively be known as the “Default Sum”) and all other amounts payable hereunder shall immediately become due and
payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including,
without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies
available at law or in equity. 


 


If the Borrower fails
to pay the Default Sum within five (5) business days of written notice that such amount is due and payable, then the Holder shall
have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Sum, the number
of shares of Common Stock of the Borrower equal to the Default Sum divided by the Conversion Price then in effect.


 


Article
IV. MISCELLANEOUS


 


4.1Failure or
Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 






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4.2Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) when delivered if delivered by hand delivery during a normal business day (or if not on a business day then the next
business day), (b) one business day after delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below or (c) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


If to the
Borrower, to:


 


Soul and Vibe Interactive Inc.


1660 South Hwy 100 Suite 500


St. Louis Park, MN 55416


Attention:    Peter
Anthony Chiodo, CEO


Telephone:   (763)
400-8040


 


If to the
Holder:


 


To its registered address


 





4.3Amendments.
This Debenture and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.
The term “Debenture” and all reference thereto, as used throughout this instrument, shall mean this instrument (and
the other Debentures issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
as so amended or supplemented.


 


4.4Assignability.
This Debenture shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder
and its successors and assigns. Each transferee of this Debenture must be an “accredited investor” (as defined in Rule
501(a) of the 1933 Act). Holder may transfer this Debenture provided that the transferee agrees in writing with Borrower to be
bound by the provisions of this Debenture and the Purchase Agreement, and that such transfer complies with any applicable federal
and state securities laws. Notwithstanding anything in this Debenture to the contrary, this Debenture may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement, provided that the pledgee agrees in writing
with Borrower to be bound by the provisions of this Debenture and the Purchase Agreement (as applicable to the pledgee), and that
such pledge complies with any applicable federal and state securities laws.


 






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4.5Cost of Collection.
If default is made in the payment of this Debenture, the Borrower shall pay the Holder hereof costs of collection, including reasonable
attorneys’ fees.


 


4.6Governing Law.
This Debenture shall be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Debenture
shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties
to this Debenture hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Debenture or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


4.7Certain Amounts.
Whenever pursuant to this Debenture the Borrower is required to pay an amount in excess of the outstanding principal amount (or
the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest, the Borrower and
the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Debenture may be difficult to determine
and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the
Holder in part for loss of the opportunity to convert this Debenture and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Debenture at a price in excess of the price paid for such shares pursuant to this Debenture. The
Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss
to the Holder from the receipt of a cash payment without the opportunity to convert this Debenture into shares of Common Stock.


 


4.8Purchase Agreement.
By its acceptance of this Debenture, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9Notice of Corporate
Events. Except as otherwise provided herein, the Holder of this Debenture shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Debenture into Common Stock. The Borrower shall provide the Holder with prior
notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property,
or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed
sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or
winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least ten (10) days prior to the record date specified
therein (or ten (10) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any
such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding
the amount and character of such dividend, distribution, right or other event to the extent known at such time.


 






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4.10Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Debenture will be inadequate and agrees, in the event of a breach or threatened breach by
the Borrower of the provisions of this Debenture, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Debenture and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


4.11Severability.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture,
and the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder,
but will suffer and permit the execution of every such as though no such law has been enacted.


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF,
Borrower has caused this Debenture to be signed in its name by its duly authorized officer this September 23, 2014.


 


SOUL AND VIBE INTERACTIVE INC.


 


	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Peter Anthony Chiodo,	 	 	 	 
	 	Chief Executive Officer	 	 	 	 


 


 






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EXHIBIT A


CONVERSION NOTICE


 


(To be executed by the Holder in order
to Convert the Debenture)


 


 


TO: 


 


 


The undersigned hereby
irrevocably elects to convert $_________ of the principal amount of Debenture No. ___________ into Shares of Common Stock
of SOUL AND VIBE INTERACTIVE INC., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	 	 
	Amount to be converted:	$	 
	Conversion Price:	$	 
	Number of shares of Common 

Stock to be issued:	 	 
	
        Amount of Note Unconverted:

        
	$ 	 
	 		 
	 	 	 
	Please issue the shares of Common Stock in the following name and to the following address:
	Issue to:	
         

         

         

        

         

         

         
	 
	 	 	 
	Authorized Signature:	 	 
	Name:	 	 
	Title:	 	 
	Broker DTC Participant Code:	 	 
	Account Number:	 	 


 






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