STOCK
PURCHASE WARRANT


 


To
Purchase Class A Common Stock of


 


ATTUNE
RTD.


 


A
Nevada Corporation


 


	Date of Grant	June 21, 2013
	 	 
	Name of Holder	Mike Mines
	 	 
	Number of Warrants	1,375,000 Warrants exercisable into 1,375,000 Class A Common Shares
	 	 
	Exercise Price	$0.04 per Class A Common Share
	 	 
	Term:	Anytime prior to Midnight PST on June 23, 2016


 


THIS
CERTIFIES THAT, for value received, the Holder, named above, or registered assigns, is entitled to purchase
from ATTUNE, (herein called the “Company”), a Nevada corporation for the Term, stated above, beginning upon the Issue
Date and ending on June 23,2016 stated above, that number of Series A Common Shares (the
“Shares”), stated above, of the Company’s Common Stock, as adjusted as provided in Section 5 below, at the Exercise
Price, stated above. This Stock Purchase Warrant is subject to the following provisions, terms and conditions:


 


1.Exercise
of Warrant. The rights represented by this Warrant may be exercised by the Holder, in whole or
in part (but not as fractional shares of Common Stock), by the surrender of this Warrant (properly endorsed if required) and the
attached form of exercise at the Company’s registered office, and upon payment to the Company by
certified or bank check of the Exercise Price for the Shares. The Shares are deemed to be issued to the Holder as the
record owner as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the
Shares. Certificates for the Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen
(15) days, after the rights represented by this Warrant shall have been so exercised.
Unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which
this Warrant shall not then have been exercised, shall be delivered to the Holder at the same time.


 




    	 



    	 



    





 


2.Transfer
of Warrants. During the Term of this Warrant, this Warrant may, subject to any applicable securities laws restrictions, be
transferred or exchanged with respect to all Warrants, or any number of Warrants, less
than all, represented by this Warrant Certificate. If this Warrant is transferred or exchanged in part, the Company
shall, upon surrender for transfer, or exchange of this Warrant Certificate, properly endorse, and, at the
Company’s expense, issue and deliver
to the purchaser of said Warrant, a Certificate representing the number of Warrants
transferred or exchanged, and a Certificate to the Holder, representing the number of Warrants retained.


 


3.Certain
Covenants of the Company. The Company covenants and agrees as follows:


 


a.All
shares which may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be duly authorized and issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issue thereof.


 


b.During
the Term of this Warrant, the Company will at all times have authorized, and reserved free of preemptive or other rights for the
exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this Warrant.


 


4.Adjustment
of Exercise Price and Number of Shares. The above provisions are, however, subject to the following:


 


a.The
Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Exercise
Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of
shares obtained by multiplying the Exercise Price ‘in effect immediately prior
to such adjustments by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.


 


b.In
case at any time the Company shall subdivide its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced
and conversely, in case the outstanding shares of Common Stock of the Company shall
be combined into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased.


 


c.In
case at any time:


 


(1)the
Company shall pay any dividend payable in stock upon its Common Stock or
make any distribution (other than regular cash dividends) to the holders of its Common Stock;
or


 


(2)the
Company shall offer for subscription pro rata to the holders of its Common Stock
any additional shares of stock of any class or any rights; or


 


(3)there
shall be any capital reorganization, or reclassification of the capital stock of
the Company, or consolidation or merger of the Company with, or sale of all or substantial
all of its assets to, another corporation; or


 


(4)there
shall be a change of control of 50% or more of the shares outstanding to a third
party that is not already a shareholder of the company; or


 


(5)there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 




    	 



    	 



    


 


Then,
in any one or more of said cases, the Company shall give written notice, by first class mail, postage prepaid, addressed to title
Holder at the address of the Holder as shown on the books of the Company, of the date on which (a) the books of the Company shall
close or a record shall be taken for such dividend, distribution or subscription rights, or (b) such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as
the case may be. Such notice shall also specify the date as of which the holders of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger, sales, dissolution, liquidation, or winding up,
as the case may be. Such written notice shall be given at least 20 days prior to the action in question and not less that 20 days
prior to the record date on which the Company’s transfer books are closed in respect thereto.


 


5.Term
and Assignment.


 


a.This
Warrant shall be valid and exercisable by the Holder during its Term.


 


b.During
the Term of the Warrant, the holder may assign the rights represented by this Warrant,
to the extent not previously exercised, subject to any applicable securities laws restrictions.


 


6.No
Rights as Stockholder. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.


 


IN
WITNESS WHEREOF, ATTUNE RTD. has caused this Warrant to be signed by a duly authorized officer
as of the Date of Grant stated above.


 





	 	ATTUNE RTD. 
	 	 	 
	 	BY: