EXHIBIT 10.2

VIVA ENTERTAINMENT GROUP, INC.,

A SUBSIDIARY OF EMS FIND, INC.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered on October 28, 2015 by and among Viva Entertainment Group, Inc., a Delaware company, a Subsidiary (the “Subsidiary”) of EMS Find, Inc., a Nevada company (the " Company ") and Johnny Falcones, an individual (the " Employee "), with an effective date of October 28, 2015, (the “Commencement Date”).

RECITALS

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company and to render services (“Services”) to it, on the terms and subject to the conditions in this Agreement.

NOW, THEREFORE, in consideration of these premises, the respective covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.   Term of Employment.  The Employee's employment pursuant to this Agreement shall commence effective October 28, 2015, Employee’s compensation hereunder to be for calendar years during the term of this Agreement, subject to earlier termination pursuant to Section 4 hereof, and shall continue until December 31, 2018 (the “ Scheduled Termination Date ”); provided, however, that the initial term (the “ Initial Term ”) of the Employee’s employment hereunder shall automatically be extended for additional and successive one (1) year periods (each an “ Additional Term ”) unless either party shall give the other party notice (in the manner hereinafter provided), not later than ninety (90) days prior to the expiration of the Initial Term or the then current Additional Term, of the notifying party’s termination of the Employee’s employment which shall be effective as of the expiration of the Initial Term or the then current Additional Term, as the case may be.  For purposes hereof, the Initial Term and any Additional Term(s) are referred to collectively as the “ Term .”

Section 2.   Ownership .  Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Employee that arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Employee will promptly disclose and provide all Inventions to Company.  Employee agrees to make and hereby makes all assignments necessary to accomplish the foregoing.  Employee shall further assist

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Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.  Employee agrees and warrants that all Inventions will be original to and owned by Employee and Employee will use and disclose only Inventions in the course of providing Services.  

Section 3.  Proprietary Information .  Employee agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to Company’s customers or employees) Employee obtains from or assigns to Company, or develops or learns in connection with the Services, constitute “Proprietary Information.”  Employee will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.  However, Employee shall not be so obligated with respect to information that is or becomes readily publicly available without restriction through no fault of Employee.  Upon termination or as otherwise requested by Company, Employee will promptly return to Company all items and copies containing or embodying Proprietary Information.

Section 4.   Position and Duties .   Employee shall serve as President of Viva Entertainment Group, Inc., the Subsidiary.  In his capacities as President of the Subsidiary, Employee shall do and perform all services, acts or things necessary or advisable to:

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manage all Projects and Assets of Subsidiary, including but not limited to the overseeing and designing of the Viva Entertainment application for smart phones and the Viva Entertainment system for homes and offices; wherein consumers may pay and watch what entertainment they choose based on a subscription or a pay per use basis; and

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manage and stay updated on the work of all operations and contracts of the Subsidiary.

Employee shall be subject at all times to the policies set by the Board of Directors. Employee shall devote sufficient business time and efforts to the performance of the Employee’s duties and responsibilities under this Agreement and to the business and affairs of the Company, its subsidiaries and affiliates.

Section 5.   Compensation .

(a)

Stock Salary . As compensation for services to be rendered under this Agreement in calendar 2016 (January 1 through December 31, 2016), in addition to the compensation specified below, Employee will receive a signing bonus of a five-year common stock purchase warrant (the “EMS Warrant”) to purchase Three (3,000,000) Million shares of common stock of the Company at an exercise price of $.74, and three-year Warrants (the “Viva Warrants”) to purchase up to Five (5%) Percent of the restricted common stock of Viva Entertainment Group, Inc., at an exercise price of Fifty ($0.50) Cents per share, which are exercisable in the event that Viva Entertainment Group, Inc. is spun out of the Company.  

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For calendar 2016, Employee shall receive an additional Three Hundred Seventy Five Thousand (375,000) shares of restricted common stock of the Company, on a monthly basis, starting at 2016 month 2 (February, 2016), for a period of four months, ending at 2016 month 5, for an aggregate total of One Million Five Hundred Thousand (1,500,000) shares of restricted common stock of the Company.  

(b)

Election to EMS Find, Inc.’s Board of Directors . Within 30 days, after signing this Agreement, EMS Find, Inc., agrees to appoint Employee as a Director of the Company.

Section 6.  Termination of Employment; Effect of Termination of Employment .

(a)

Termination of Employment .  The Employee’s employment by the Company may be terminated at any time during the Term by the Company: (1) with Cause (as such term is defined below), or (2) in the event of the Employee’s death, or (3) in the event of the Employee’s Disability (as such term is defined below) (in the case of Disability, the termination shall be effective ten (10) days after notice thereof is given to the Employee). The Employee’s employment by the Company may be voluntarily terminated at any time during the Term on or after October 18, 2018 by the Employee, on no less than sixty (60) days prior written notice to the Company.  After the expiration of the Term, the Board may continue the employment of the Employee and the Employee may accept the employment on an at-will basis.

(b)

Certain Defined Terms .

As used herein, “ Cause ” means:

(a)

The Employee’s willful and material failure to perform his duties hereunder (other than any such failure due to the Employee’s physical or mental illness), or the Employee’s willful and material breach of his obligations hereunder;

(b)

The Employee’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to the Company;

(c)

The Employee’s being convicted of, or entering a plea of guilty or nolo contender to, a crime that constitutes a felony; or

(d)

The Employee’s failure or inability to obtain or retain any license required to be obtained or retained by Employee in any jurisdiction in which the Company does or proposes to do business.

As used herein, “ Disability ” means a physical or mental impairment which substantially limits a major life activity of the Employee and which renders the Employee unable to perform the essential functions of the Executive’s position, even with reasonable accommodation which does not impose an undue hardship on the Company, for ninety (90) days in any consecutive one-hundred eighty (180) day period. The Board reserves the right, in good faith, to make the determination of whether or not a Disability exists for purposes of this Agreement based upon information supplied by the Employee and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers.

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(c)

Notice of Termination .  Any purported termination of the Employee’s employment by either party and for any reason shall be communicated by written Notice of Termination (as defined below) by the terminating party to the other party.  For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice given by the Employee or the Company, which shall indicate the specific basis for termination of employment.

Section 7.

Notices . Any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand delivery, or by a recognized national overnight courier service, upon receipt thereof or (ii) if mailed, three (3) days after it has been postmarked in the U.S. mails, postage prepaid, certified mail, return receipt requested.  All notices shall be addressed to the parties at the respective addresses indicated herein or such other address as either party may in the future specify in writing to the other.

Section 8.

No Attachment .  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however , that nothing in this Section 8 shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Employee or his estate and their assigning any rights hereunder to the person or persons entitled thereto.

Section 9.

Binding Agreement; No Assignment .  This Agreement shall be binding upon, and shall inure to the benefit of, the Employee and the Company and their respective permitted successors, assigns, heirs, beneficiaries and representatives.  Notwithstanding anything contained herein, the Company shall have the right to assign its rights under Section 8 hereof to any successor of the Company’s business.  This Agreement is personal to the Employee and may not be assigned by him without the prior written consent of the Company.  Any attempted assignment in violation of this Section 9 shall be null and void.

Section 10.

Governing Law; Jury Waiver .  This Agreement shall be governed by and construed, and the rights and obligations of the parties hereto enforced, in accordance with the laws of the State of Nevada, without regard to any conflicts or choice of law rules.  In addition, the Company and the Employee hereby agree to the exclusive jurisdiction of the courts of the State of Nevada for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY

Section 11.

Entire Agreement; No Waiver; Modification .  This Agreement shall constitute the entire agreement between the parties with respect to the matters covered hereby and shall supersede all previous written, oral or implied understandings between them with respect to such matters. No course of dealing and no delay on the part of any party hereto in

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exercising any right, power or remedy conferred by this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, powers and remedies conferred by this Agreement or shall preclude any other or further exercise thereof or the exercise of any other right, power and remedy. No term or provision of this Agreement may be amended, altered, modified, rescinded, supplemented, or terminated except by a writing signed by each of the parties hereto.

Section 12.

Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by applicable law, the parties hereby waive any provision of law that renders any provisions hereof prohibited or unenforceable in any respect.

Section 13.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together be deemed to constitute one and the same instrument. Facsimiles and electronic copies in portable document format (“PDF”) containing original signatures shall be deemed for all purposes to be originally signed copies of the documents that are the subject of such facsimiles or PDF versions.

Section 14.

Attorneys’ Fees and Costs.  If any legal action is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.  This provision shall be construed as applicable to the entire agreement.

Section 15.

Modifications.

 Any modification of this agreement will be effective only if it is in writing and signed by the party to be charged.

Section 16.

Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

[ Signature page to follo w]

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IN WITNESS WHEREOF, the Company and the Employee have executed this Employment Agreement as of the date first written above.

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EXHIBIT 10.3

NEITHER THIS WARRANT NOR THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.  NEITHER THIS WARRANT NOR THE SHARES OF WARRANT STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

EMS FIND, INC.

Common Stock Purchase Warrant

(Expiring on October 28, 2020)

This is to certify that, for value received and subject to the conditions herein set forth, ____________________ (the "Warrantholder") is entitled to purchase, at a price per share of Seventy-Four ($0.74) Cents per share, Three Million (3,000,000) shares of common stock, par value $0.001 per share (the "Common Stock"), of EMS Find, a Nevada corporation (the "Company"), subject to adjustment as provided below (such shares purchasable upon exercise of this Warrant are herein called the "Warrant Stock").  The amount per share specified above, as adjusted from time to time pursuant to the provisions hereinafter set forth, is herein called the "Purchase Price."  This Warrant will be immediately exercisable and may be exercised anytime after its issuance.   In the event of a exercise of this Warrant, the Warrantholder shall surrender this Warrant to the Company with payment of the Purchase Price, together with a notice of exercise (the date of such surrender being herein referred to as the “Date of Exercise”), in which

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event the Company shall issue to the Warrantholder the number of shares of Warrant Stock.

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By acceptance of this Warrant, the Warrantholder agrees, for itself and all subsequent holders, that prior to making any disposition of this Warrant or any shares of Warrant Stock, the Warrantholder shall give written notice to the Company describing briefly the manner in which any such proposed disposition is to be made; and no such disposition shall be made unless and until (i) the Company has received an opinion of counsel satisfactory to it to the effect that no registration under the Securities Act of 1933, as amended (the "Act"), is required with respect to such disposition; or (ii) a registration statement with respect to the Warrant or the Warrant Stock has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission").

2.

(a)  If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares thereof or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced and conversely, if  the  outstanding shares of Common Stock shall be combined into a smaller number of shares thereof, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased.  When any adjustment is required to be made in the Purchase Price, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable pursuant to the exercise of this Warrant immediately prior to such adjustment multiplied by the Purchase Price in effect

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immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(b)  If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subparagraph (a) above), or any consolidation or merger of the Company with or into another corporation, or in the case of any sale, transfer or other disposition to another person, corporation or other entity of all or substantially all the property, assets, business and good will of the Company as an entirety, then, as part of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, as the case may be, lawful provision shall be made so that the registered owner of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which said registered owner would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, as the case may be, said registered owner had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant.  In any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the registered owner of this Warrant such that the provisions set forth herein (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

(c)  In case the Company shall declare a dividend upon shares of Common Stock payable otherwise than out of earnings or earned surplus and otherwise than in shares of Common Stock

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or in stock or obligations directly or indirectly convertible into or exchangeable for Common Stock, the Warrantholder shall, upon exercise of this Warrant in whole or in part, be entitled to purchase, in addition to the number of shares of Common Stock deliverable upon such exercise against payment of the Purchase Price therefor, but without further consideration, the cash, stock or other securities or property which the holder of Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares of Common Stock or in such convertible or exchangeable stock or obligations), if continuously since the date set forth above such holder (i) had been the holder of record of the number of shares of Common Stock deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares of Common Stock or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares of Common Stock or in respect of any such stock or other securities so paid or payable as such dividends.  For purposes of this subparagraph (c), a dividend payable otherwise than in cash shall be considered to be payable out of earnings or earned surplus and shall be charged in an amount equal to the fair value of such dividend as determined by the Board of Directors of the Company.

(d)  In case at any time:

(i)  the Company shall pay any cash or stock dividend upon its Common Stock or make any distribution to the holders of its Common Stock; or

(ii)  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 other rights; or

(iii)  the Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a stock split, a change in par value, or a change resulting solely from a subdivision or combination of outstanding shares of

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Common Stock), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or

(iv)  the Company shall declare a dividend upon shares of its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least fifteen (15) days' prior notice thereof to be furnished to the Warrantholder at the address of such holder shown on the books of the Company.  Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up, or dividend, as the case may be, shall take place, and the date of participation therein by the holders of Common Stock if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the Warrantholder.

(e)  When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Warrantholder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.  Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subparagraphs (b) or (c) above.

(f)  The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make any adjustment therefor on the basis of the mean between the

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closing low bid and closing high asked prices on the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotations System or the closing market price on a national securities exchange on the trading day immediately prior to exercise, whichever is applicable or, if neither is applicable, then on the basis of the market value of any such fractional interest as shall be reasonably determined by the Company.

(g)  The Company will, within 120 days after the end of each of its fiscal years, mail to the registered holder of this Warrant at the address of such holder shown on the books of the Company a certificate (if the Company has engaged independent public accountants, such certificate shall be prepared by such independent public accountants) (i) specifying the Purchase Price in effect as of the end of such fiscal year and the number of shares of Common Stock, or the kind and amount of any securities or property other than Common Stock purchasable by the holder of this Warrant and (ii) setting forth in reasonable detail the facts requiring any adjustments made during such fiscal year.

3.

The Company agrees that (i) a number of shares of Common Stock and other securities and property sufficient to provide for the exercise of this Warrant upon the basis hereinbefore set forth shall at all times during the term of Warrant be reserved for the exercise hereof, and (ii) during the term of this Warrant, it will keep current in filing any forms and other materials required to be filed with the Commission pursuant to the Act and the Securities Exchange Act of 1934, as amended.

4.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the closing of the offering, and before the close of business on the

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Termination Date by the surrender of this Warrant and the Notice of Exercise Form or Notice of Cashless Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Warrantholder hereof at the address of such Warrantholder appearing on the books of the Company) and upon payment of the Exercise Price of the Warrant Stock as provided herein the Warrantholder shall be entitled to receive a certificate for the number of Warrant Stock so purchased.  Certificates for the shares of Warrant Stock purchased hereunder shall be delivered to the Warrantholder hereof within twenty (20) trading days after the date on which this Warrant shall have been exercised as aforesaid.  This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Warrantholder or any other person so designated to be named therein shall be deemed to have become a Warrantholder of record of such shares of Warrant Stock for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Warrantholder, if any, pursuant to Section 4 prior to the issuance of such shares of Warrant Stock, have been paid.

(b)

Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or shares of Warrant Stock receivable upon exercise of the Warrant in accordance with Section 4(c) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Warrant Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares Warrant Stock issuable to the Warrantholder per the terms of this Warrant) and

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the Warrantholder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock determined as provided herein.  

(c)

Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Cashless Exercise Form in which event the Company shall issue to the Warrantholder a number of shares of Warrant Stock computed using the following formula:

Where:

X =

the number of shares of Warrant Stock to be issued to the Warrantholder on such exercise

Y =

the number of shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)

A =

the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation)

B =

Exercise Price (as adjusted to the date of such calculation)

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(d)

“Fair Market Value” shall mean the average 4:00 PM Eastern Standard Time closing bid price of the Company’s Common Stock as quoted on the Nasdaq OTC:BB, Pink Sheets or other national market or exchange as reflected on the Bloomberg quotation system (“Closing Bid”) on the three (3) trading days immediately following the date of receipt of the Notice of Cashless Exercise Form.

(e)

Notwithstanding anything herein to the contrary, each certificate for Warrant Stock issued hereunder shall bear a legend reading substantially as follows (unless the Company receives an opinion of counsel satisfactory to it that such a legend is not required in order to assure compliance with the Act).

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THESE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SHARES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND FROM REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS.

For purposes of Rule 144 promulgated under the Act, it is intended, understood and acknowledged that the Warrant Stock issued in a cashless exercise transaction in the manner described above in this Section 3 shall be deemed to have been acquired by the Holder, and the

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holding period for the Warrant Stock shall be deemed to have commenced, on the date this Warrant was originally issued.

5.

All shares of Common Stock or other securities delivered upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable and the Company will pay all taxes, if any, in respect of the issuance thereof upon exercise of this Warrant.

6.

(a)  Subject to the provisions of Paragraph 1 hereof, this Warrant and all rights hereunder are transferable on the books of the Company, upon surrender of this Warrant, with the form of assignment attached hereto duly executed by the registered holder hereof or by his attorney duly authorized in writing, to the Company at its principal office hereinabove referred to, and thereupon there shall be issued in the name of the transferee or transferees, in exchange for this Warrant, a new warrant or warrants or like tenor and date, representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder.

(b)  If this Warrant shall be lost, stolen, mutilated or destroyed, the Company, on such terms as to indemnify or otherwise as it may in its discretion reasonably impose, shall issue a new warrant of like denomination, tenor and date as this Warrant so lost, stolen, mutilated or destroyed.  Any such new warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed warrant shall be at any time enforceable by anyone.

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(c)  The Company may deem and treat the registered holder of this Warrant as the absolute owner of this Warrant for all purposes and shall not be affected by any notice to the contrary.

(d)  This Warrant, including all the rights and obligations granted to the Warrantholder hereunder, shall be specifically enforceable against the Company by the Warrantholder, in addition to and not by way of substitution for, any other remedies available to the Warrantholder, at law or in equity.

(e)  This Warrant, in all events, shall be wholly void and of no effect after October 28, 2020.

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The Warrantholder shall not, by virtue of ownership of this Warrant, be entitled to any rights whatsoever of a shareholder of the Company, but shall, upon written request to the Company, be entitled to receive quarterly or annual reports, or any other reports to shareholders of the Company.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of October 28, 2015.

EMS FIND, INC.

 By:______________________________

    Chief Executive Officer

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NOTICE OF EXERCISE

To:

EMS Find, Inc.

The undersigned hereby elects to purchase ________ shares of Common Stock (the “Warrant Stock”), of EMS Find, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

___________________________________________________________

(Name)

___________________________________________________________

(Address)

___________________________________________________________

___________________________________________________________

Social Security or Tax Identification Number

Dated:  _________________________

_________________________________________

Signature

_________________________________________

Print Name

NOTICE OF CASHLESS EXERCISE

To:

EMS Find, Inc.

(1)

The undersigned hereby elects to purchase the number of shares of Common Stock (the “Warrant Stock”), of ___________ Inc. as are purchasable pursuant to the terms the formula set forth in Section 4 of the attached Warrant, and makes payment therefore in full by surrender and delivery of this Warrant.

(2)

Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

___________________________________________________________

(Name)

___________________________________________________________

(Address)

___________________________________________________________

___________________________________________________________

Social Security or Tax Identification Number

Dated:  _________________________

_________________________________________

Signature

_________________________________________

Print Name

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced

thereby are hereby assigned to _______________________________________________________________

whose address is ________________________________________________________________

______________________________________________________________________________

Dated: ________________________

Holder's Signature:

_________________________________________________

Holder's Address:

_________________________________________________

_________________________________________________

Signature Guaranteed:

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.