EXHIBIT
10.5


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


CONVERTIBLE
PROMISSORY NOTE


CHATAND,
INC.


 


THIS
CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Convertible Promissory Note of chatAND, Inc., a Nevada corporation,
having its principal place of business at 244 5th Avenue, Suite C68, New York, New York 10001 (the “Company”)
designated as its Convertible Promissory Note (the “Note”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Stacy Group, LLC a Florida limited liability company, with its principal place
of business at 495 Grand Blvd, Suite #26, Miramar, FL 32550, or its assigns (“Holder”), pursuant to the terms
hereunder, the principal sum of Six Thousand Five Hundred Dollars ($6,500) on or before August 10, 2016 (the “Maturity
Date”). The Company further promises to pay interest on the outstanding principal from the date hereof until payment
in full at the rate of ten percent (10%) per annum and such interest shall be due at the Maturity Date. This Note is subject to
the following additional provisions:


 


Section
1.Repayment and Additional Grants. The Company may repay this Note to Holder, in whole or in part, at any time. In
addition, Holder may convert this Note, including any interest due and payable, in whole or in part, pursuant to Section 2 below.
As an additional inducement to Holder to enter into the Note, the Company to issue to the Holder the Warrant to Purchase Shares
of Common Stock substantially in the form attached hereto as Exhibit A.


 


Section
2.Conversion. 


 


(a)Conversion
Right. At any time during which either principal or interest remain outstanding under the Note, Holder shall have the right
to convert the entire balance of the Note (including any unpaid interest) then outstanding into shares of Common Stock, at a conversion
price of $0.10 per share (the “Conversion Price”); provided, however, if the Company raises any equity
financing below the Conversion Price during the term of the Note, the Conversion Price shall be adjusted as set forth in Section
3 below.


 




    	Page 1 of 14



    	 



    


 


(b)Mechanics
of Conversion.


 


(i)Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of shares of Common Stock issuable upon a conversion (the
“Conversion Shares”) hereunder shall be determined by the quotient obtained by dividing (x) the outstanding
principal amount of this Note to be converted by (y) the applicable conversion price. All such Conversion Shares shall be “restricted
securities” as such term is defined by the Securities Act.


 


(ii)Delivery
of Certificate Upon Conversion. Not later than five (5) Trading Days after the Conversion date, the Company shall deliver,
or cause to be delivered, to Holder, a certificate or certificates representing the Conversion Shares without restrictive legend,
if applicable. “Trading Day” means any day during which the Company’s then current principal trading market
shall be open for trading.


 


(iii)Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note no less than one
hundred and fifty percent (150%) of the number of shares required for such conversion. The Company covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.


 


(iv)Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As
to any fraction of a share which Holder would otherwise be entitled to purchase upon such conversion, the Company shall round
up to the next whole share.


 


(v)Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note, if at any time Holder shall or would be issued
shares of Common Stock, but such issuance would cause Holder (together with its affiliates) to beneficially own a number of shares
exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”), then
the Company will not issue to Holder the shares that would cause Holder to exceed the Maximum Percentage.


 


(c)Representations
of Holder. Holder is, and will be at the time of any conversion under this Note, an “accredited investor,” as
such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, is experienced in investments and business
matters, has made investments of a speculative nature and, with its representatives, has such knowledge and experience in financial,
tax and other business matters as to enable such Holder to utilize the information available with respect to the Company to evaluate
the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a
speculative investment. Holder has the authority and is duly and legally qualified to purchase and own shares of the Company.
Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.


 






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Section
3.Certain Adjustments and Covenants.


 


(a)Adjustment
of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during the
term of this Note the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration
per share (the “New Conversion Price”) less than a price equal to the Conversion Price in effect immediately
prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein
as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after
such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For
the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the
Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares of Common
Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock
plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint
ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is
not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company
or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including,
without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall
not be deemed to be Excluded Securities.


 


(b)Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock; (B) subdivides outstanding
shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the Conversion price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.


 






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(c)Fundamental
Transaction. If, at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the Company
with or into another entity of any kind, (B) the Company effects any sale of all or substantially all of its assets in one transaction
or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity, person,
or group of either) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior
to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, Holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such
conversion, the determination of the Conversion price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Conversion price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. The Company shall use commercially reasonable efforts to ensure
the holding period under Rule 144(d) of the Securities Act is maintained on behalf of Holder under the Note in the event of a
Fundamental Transaction.


 


(d)Notice
to Holder. Whenever the conversion price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to each Holder a notice setting forth the Conversion price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment.


 


Section
4.Events of Default.


 


(a)“Event
of Default” means, wherever used herein, any of the following events:


 


(i)any
default in the payment of (A) the principal amount of any Note or (B) liquidated damages and other amounts owing to a Holder on
any Note, as and when the same shall become due and payable (whether on a conversion date or the Maturity Date or by acceleration
or otherwise) which default, is not cured within ten (10) Trading Days;


 


(ii)the
Company shall fail to observe or perform any other covenant or agreement contained in the Note which failure is not cured, if
possible to cure, within ten (10) Trading Days after notice of such failure sent by Holder or by any other Holder; or


 


(iii)bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Company and such petition or proceedings shall not have been dismissed
within ninety (90) days of the filing thereof.


 






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(b)Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus other amounts owing
in respect thereof through the date of acceleration, shall become, at the election of Holder’s of the majority in principal
amount of the Notes then outstanding, immediately due and payable in cash or as otherwise specified herein. From the date of the
Event of Default then the default interest shall be payable at fifteen percent (15%) per annum.


 


Section
5.Miscellaneous.


 


(a)Notices.
Any and all notices or other communications or deliveries to be provided by the Company, or by Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the respective Company or Holder, at the address set forth above. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number specified on the signature page, (ii) the second
Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iii) upon actual receipt
by the party to whom such notice is required to be given.


 


(b)Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, liquidated damages, as applicable, on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


(c)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. If either party shall commence an action or proceeding to enforce any provisions of this Note, then
the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other
costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


(d)Waiver.
Any waiver by the Company or Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. Any waiver by the Company or Holder
must be in writing.


 


(e)Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note 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


 






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(f)Next
Trading Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Trading Day, such payment
shall be made on the next succeeding Trading Day.


 


(g)Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit
or affect any of the provisions hereof.


 


(h)Assumption.
Any successor to the Company or any surviving entity in a Fundamental Transaction shall assume, prior to such Fundamental Transaction,
all of the obligations of the Company under this Note pursuant to written agreements in form and substance satisfactory to Holder
(such approval not to be unreasonably withheld or delayed).


 


(i)Assignability.
This Note shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Holder and Holder’s
successors and assigns. This Note shall not be assigned by either the Company or Holder without the prior written consent of the
other party.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	Page 6 of 14



    	 



    


 


IN
WITNESS WHEREOF, the Company has caused this Note to be executed by a duly authorized officer as of August 10, 2015.


 


	CHATAND,
    INC.	 
	 	 	 
	By:
    	/s/
    Victoria D. Rudman	 
	Name:
    	Victoria
    Rudman	 
	Title:
    	Chief
    Financial Officer	 


 


AGREED
TO AND ACKNOWLEDGE BY:


 


	Stacy
    Group, LLC	 
	 	 	 
	By:
    	/s/
    Solomon Eisenberg	 
	Name:
    	Solomon
    Eisenberg	 
	Title:
    	Managing
    Member	 


 




    	Page 7 of 14



    	 



    


 


EXHIBIT
A


FORM
OF WARRANT TO PURCHASE SHARES OF COMMON STOCK


 


No.
16


 


NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT OR OF THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR (B) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAW (INCLUDING WITHOUT LIMITATION
THE DELIVERY OF A LEGAL OPINION FROM COUNSEL TO THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY THE COMPANY). THIS WARRANT
IS SUBJECT TO A RIGHT OF FIRST REFUSAL AND CERTAIN ADDITIONAL TRANSFER RESTRICTIONS AS SET FORTH HEREIN.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK

OF CHATAND, INC.

(Void August 10, 2020)


 


This
certifies that Stacy Group, LLC a Florida limited liability company, with its principal place of business at 495 Grand Blvd, Suite
#26, Miramar, FL 32550 or its permitted assigns (“Holder”), for value received, is entitled to purchase from
chatAND, Inc., a Nevada corporation, with offices located at 244 5th Avenue, Suite C68, New York, New York 10001 (the
“Company”), a maximum of 130,000 fully paid and nonassessable shares of the Company’s Common Stock, par
value $0.00001 (the “Common Stock”) for cash at a price of $0.10 per share (the “Exercise Price”)
at any time or from time to time up to and including 5:00 p.m. (Eastern Standard Time) on the Expiration Date (as defined below)
(the “Warrant”) upon surrender to the Company at its principal office (or at such other location as the Company
may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto as Exhibit
B duly filled in and signed and upon payment of the aggregate Exercise Price for the number of shares for which this Warrant
is being exercised determined in accordance with the provisions of Section 1 hereof. In the event the Company raises equity or
debt financing or a combination thereof during the term of this Warrant at a price per share of Common Stock less than $0.10 (as
adjusted pursuant to Section 7), the Exercise Price shall be reduced to the price at which such equity is sold.


 


By
accepting this Warrant, Holder represents that Holder is, and will be at the time of any exercise under this Warrant, an “accredited
investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, is experienced in investments
and business matters, has made investments of a speculative nature and, with its representatives, has such knowledge and experience
in financial, tax and other business matters as to enable such Holder to utilize the information available with respect to the
Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase,
which represents a speculative investment. Holder has the authority and is duly and legally qualified to purchase and own shares
of the Company. Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


As
used herein, “Expiration Date” shall mean the earlier of (i) five (5) years from the date of this Warrant, (ii) any
merger or consolidation of the Company in which the Company is not the surviving entity and in which the Company’s stockholders
of record as constituted immediately prior to such merger or consolidation will, immediately after such merger or consolidation,
hold less than 50% of the voting power of the surviving or acquiring entity or (iii) the sale of all or substantially all of Company’s
assets.


 




    	Page 8 of 14



    	 



    


 


The
Warrant is subject to the following terms and conditions:


 


1. Exercise;
Issuance of Certificates; Payment for Shares. 


 


(a)This
Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any
part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that
the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record
owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed,
together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common
Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise,
shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights
represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under
this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance
of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each
stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall
be registered in the name of such Holder.


 


(b)
Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive
the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office
of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number
of shares of Common Stock computed using the following formula:


 





	 	X = 	Y - (A)(Y)
	 	 	B
	 	 	 
	Where	X =	the number of
    shares of Common Stock to be issued to the Holder.
	 	 	 
	 	Y =	the number of
    shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised,
    the portion of the Warrant being exercised.
	 	 	 
	 	A =	the Exercise
    Price.
	 	 	 
	 	B =	the per share
    market value of one share of Common Stock.




 


2.
Shares To Be Fully Paid; Reservation of Shares. The Company covenants and agrees that all shares of Common Stock which
may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable. The Company further covenants and agrees that, during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer
upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common
Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant.
The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon
which the Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under
Federal, any state or applicable foreign securities laws with respect to such exercise.


 




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3.Restrictive
Legends. Each certificate for Common Stock initially issued upon the exercise of this Warrant, and each certificate for Common
Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially
the following form:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE
UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAW (INCLUDING WITHOUT LIMITATION THE DELIVERY OF A LEGAL OPINION FROM COUNSEL TO
THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY THE COMPANY).”


 


4. Closing
of Books. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any
manner which interferes with the timely exercise of this Warrant.


 


5.
No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring
upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company or any other matters
or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant
shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof shall give rise to any liability of such
Holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its
creditors.


 


6. Transfer
of Warrants. Except for transfers of this Warrant (or of Common Stock received upon exercise of this Warrant) for estate
planning purposes of the Holder (provided that any such transferee or assignee, prior to the completion of the sale, transfer
or assignment shall have executed documents assuming the obligations of the Holder under this Warrant with respect to the transferred
securities), the Holder may not transfer this Warrant nor any shares of Common Stock received upon exercise of this Warrant without
the written consent of the Company.


 




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7.Certain
Adjustments.


 


(a)Adjustment
of Exercise Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during the term
of this Warrant the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration
per share (the “New Exercise Price”) less than a price equal to the Exercise Price in effect immediately prior
to such issue, conversion, or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the
“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such
Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Exercise Price. For the avoidance
of doubt, if the New Exercise Price is greater than the Applicable Price, there shall be no adjustment to the Exercise Price.
For the purposes of this Section 7(a), “Excluded Securities” means any shares of Common Stock, options, restricted
stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection
with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case
with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional
capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries,
directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities
issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded
Securities.


 


(b)Stock
Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock; (B) subdivides outstanding
shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the Conversion price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.


 


(c)Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another entity of any kind, (B) the Company effects any sale of all or substantially all of its assets in
one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another
entity, person, or group of either) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, Holder of one (1) share of Common Stock (the “Alternate Consideration”). For
purposes of any such conversion, the determination of the Conversion price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Conversion price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. The Company shall use commercially reasonable efforts
to ensure the holding period under Rule 144(d) of the Securities Act is maintained on behalf of Holder under this Warrant in the
event of a Fundamental Transaction.


 




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8. Modification
and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the Company and the Holder.


 


9. Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company
shall be delivered or shall be sent by certified mail, postage prepaid, to each such Holder at its address as shown on the
books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant or such other
address as either may from time to time provide to the other. 


 


10. Binding
Effect on Successors. This Warrant shall be binding upon any entity succeeding the Company by merger, consolidation or
acquisition of all or substantially all of the Company’s assets. All of the obligations of the Company relating to the
Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of
the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder
hereof.


 


11. Descriptive
Headings and Governing Law. The description headings of the several sections and paragraphs of this Warrant are inserted
for convenience only and do not constitute a part of this Warrant. This Warrant shall for all purposes be construed and
interpreted in accordance with the laws of the State of New York, without regard to any conflict of law rule or
principle that would give effect to the laws of another jurisdiction. All parties hereto (i) agree that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be instituted only in a federal or state court
located in the State of New York; (ii) waive any objection which they may now or hereafter have to the laying of the venue of
any such suit, action or proceeding, including, without limitation, any objection based on the assertion that such venue is
an inconvenient forum; and (iii) irrevocably submit to the jurisdiction of such federal or state courts in the State of New
York in any such suit, action or proceeding. All parties hereto agree that the mailing of any processing any suit, action or
proceeding in accordance with the notice provisions of this Agreement shall constitute personal service thereof.


 


12.
Lost Warrants. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant, the Company will make and deliver a new Warrant, of like tenor in lieu of the
lost, stolen, destroyed or mutilated Warrant.


 


13. Fractional
Shares. No fractional shares shall be issued upon exercise of this Warrant. The number of shares that shall be
issued upon exercise of this Warrant shall be rounded to the nearest whole share.


 


14. Indemnification.
Holder hereby agrees to indemnify and hold harmless the Company and its incorporators, officers, directors, employees and
agents, and any of its professional advisors, and any corporation or entity affiliated with the Company, and their officers,
directors, employees and agents, and any of their professional advisors, from and against any and all loss, damage, liability
or expense (including reasonable attorneys’ fees) due to or arising out of a breach of any of the representations or
warranties contained in this Warrant. This obligation shall survive the termination, expiration or exercise of this
Warrant.


 


[SIGNATURE
PAGE FOLLOWS]


 




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In
Witness Whereof, chatAND, Inc. has caused this Warrant to be duly executed by its officers, thereunto duly authorized
this 10th day of August 2015.


 


	 	ChatAND, Inc.
	 	a Nevada corporation
	 	 	 
	 	By:	/s/
    Victoria D. Rudman
	 	Name:
    	Victoria
    Rudman
	 	Title:	Chief
    Financial Officer


 




    	Page 13 of 14



    	 



    


 


EXHIBIT
B


 


SUBSCRIPTION
FORM


 


Date:
____________


 


chatAND,
Inc.

244 5th Avenue


Suite C68


New York,
NY 10001


 


Attn: Chief
Executive Officer


 


Ladies and
Gentlemen:


 


	●	The
    undersigned hereby elects to exercise the warrant issued to it by chatAND, Inc. (the “Company”) and dated
    ________ _____, ____Warrant No. 16 (the “Warrant”) and to purchase thereunder _____________ shares
    of the Common Stock of the Company (the “Shares”) at a purchase price of [ ] ($____) per Share or
    an aggregate purchase price of ______________ Dollars ($________) and/or [Cashless Exercise Calculation] the (“Purchase
    Price”).
	 	 
	●	The
    undersigned represents that (i) the aforesaid common stock is being acquired for the account of the undersigned for investment
    and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present
    intention of distributing or reselling such interest; (ii) the undersigned is aware of the Company’s business affairs
    and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision
    regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such
    knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks
    of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the common
    stock issuable upon exercise of this Warrant has not been registered under the Securities Act of 1933, as amended (the “Securities
    Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption
    depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such common
    stock has not been registered under the Securities Act, it must be held indefinitely unless subsequently registered under
    the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid common
    stock may not be sold pursuant to Rule 144 adopted under the Securities Act (“Rule 144”) unless certain
    conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among
    the conditions for use of Rule 144 is the availability of current information to the public about the Company and the Company
    has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any
    disposition of all or any part of the aforesaid common stock unless and until there is then in effect a registration statement
    under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration
    statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that
    such registration is not required.


 


Pursuant
to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or
wire transfer.


 


	 	Very truly yours.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:
    	 


 




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