Soul and Vibe Interactive Inc. (OTCPK:SOUL) announced a private placement of a 10% convertible redeemable promissory note due December 4, 2016 with new investor, Rock Capital, LLC for gross proceeds of $28,500 on December 4, 2015. The note will mature on December 4, 2016 and will bear interest at a fixed rate of 10% per annum, commencing on December 4, 2015, payable in common shares. The note is convertible into a total of 40,000,000 common shares at any time at a fixed initial conversion price per share of $0.5970, subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar transactions and subject to the terms of the note.

The note was issued at par. The company may redeem the note by paying to the holder an amount at 140% of the face amount plus any accrued interest during the first 180 days this note is in effect. The note may not be prepaid after the 180th day.

The redemption must be closed and paid for within three business days of the company sending the redemption demand or the redemption will be invalid and the company may not redeem the note. The company will pay all costs and expenses, including reasonable attorneys' fees and expenses. The company issued securities pursuant to exemption provided under Regulation D.