X0306 4 2014-04-18 0 0001423357 BEAMZ INTERACTIVE INC BZIC 0001245484 BRUBACHER JOAN W 15354 N. 83RD WAY SUITE 102 SCOTTSDALE AZ 85260 1 1 0 0 President and CFO Common Stock 2014-04-18 4 A 0 500000 A 500000 I See Footnote 1 Warrants 0.02 2014-04-21 4 J 0 19500 A 2014-04-21 2017-04-21 Common Stock 19500 19500 I See Footnote 1 Convertible Secured Subordinated Promissory Note 0.2 2014-04-21 4 J 0 1 A 2014-04-21 2015-12-31 Common Stock 97500 1 I See Footnote 1 The board of directors of the Issuer (the "Board") approved the issuance of these shares of restricted Common Stock (the "Grant") at a meeting of the Board on February 6, 2014, which Grant was fixed as of 4/18/2014 as compensation for Ms. Brubacher's service as president and chief financial officer of the Issuer. The Grant was awarded to Highland Consulting, Inc. ("Highland"), 100% of the ownership interests of which are directly owned by Ms. Brubacher, pursuant to Ms. Brubacher's instructions. The stock will vest over a 24 month period at a rate of 20,833 per month (with the first vesting occurring on April 30, 2014 and thereafter each vesting occurring on the last day of each month). Reflects the receipt by Highland of a Convertible Secured Promissory Note in a principal amount of $19,500 (convertible into the Issuer's Common Stock) and Warrants in exchange for cash consideration of $19,500 from Highland pursuant to an Amended and Restated 2013 Convertible Debt and Security Agreement dated 2/21/2014. /s/ Joan Brubacher 2014-04-21