EXHIBIT 10.1





 


SECURITIES PURCHASE AGREEMENT


 


This  SECURITIES PURCHASE
AGREEMENT (“ Agreement ”) is made as of April 28, 2015 (the “ Effective Date
”), by and between Rokwader, Inc., a Delaware corporation (the “ Company ”), and Coco Partners,
LLC, a Delaware limited liability company (the “ Investor ”).


 


RECITALS


 


WHEREAS , pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder,
the Investor desires to purchase from the Company, and the Company desires to sell and issue to the Investor, 15,250,000 shares
of the common stock, par value $0.001 per share, of the Company (the “ Common Stock ”) and a warrant
to purchase 5,900,000 shares of the Company’s common stock (the “Warrant”), on the terms and subject
to the conditions set forth in this Agreement. The Common Stock and Warrants are sometimes referred to collectively herein as the
“Securities”.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


1.                                      
Purchase and Sale of Stock.


 


1.1
                              
Sale and Issuance of Stock.  The Company agrees to issue and sell to the Investor, and the Investor agrees to purchase
from the Company, a maximum of 15,250,000 shares of Common Stock and 5,900,000 Warrants for a maximum price of Six Million One
Hundred Thousand Dollars ($6,100,000) (the “Purchase Price ”), which upon closing will result in the
Investor owning approximately 86.7% of the outstanding Common Stock of the Company.


 


1.2                     Payment of the Purchase
Price. The payment of the Purchase Price for the Securities shall be made as follows:


 


1.1.1             At the Closing (as defined below) the Investor shall pay to the Company $3,050,000 by wire transfer
of immediately available funds to the account specified in writing by the Company to the Investor, subject to the satisfaction
of the conditions set forth in this Agreement.  Payment of the $3,050,000 shall be made against delivery to the Investor of
certificates representing 7,625,000 shares of Common Stock and the Warrant. The Warrant shall allow the Investor to purchase, at
any time after the Closing until April 1, 2020 (the “Expiration Date”), to purchase up to 5,000,000 shares
at an exercise price of $0.60 per share, 500,000 shares at an exercise price of $1.00 per share and 400,000 shares at an exercise
price of $1.25 per share. The Warrant shall be set forth in a Warrant Agreement in form and substance satisfactory to the parties
hereto; and


 


1.1.2             The Investor shall
have the right, but not the obligation, to purchase a second tranche of the Securities by delivering to the Company on or before
June 30, 2015, a take- down commitment letter (the “Commitment”) confirming the purchase of an additional 7,625,000
shares of Common Stock in the amount of $3,050,000 payable on or before June 30, 2015. The failure of the Investor to deliver the
Commitment and the purchase price for the second tranche of Securities shall not be deemed a breach of this Agreement.


 


1.3                     
Closing.  The closing of the sale and purchase of the Securities will take place remotely via the exchange of documents
and signatures after the satisfaction or waiver of each of the conditions set forth in Sections 4 and 5 on May 1, 2015
(the “Closing”).


 


1.3.1             Documents to Be
Delivered by the Company. In connection with the Closing, the Company shall execute and deliver to the Investor the following documents
and instruments: (i) certificates representing the Securities delivered at Closing; (ii) the Warrant; (iii) the written resignations
of Gary Saderup as an officer and member of the Board of Directors of the Company and Yale Farar and Steve Dorff as officers of
the Company; (iv) officer’s certificate certifying the Certificate of incorporation and bylaws; (v) a closing certificate
with respect to the satisfaction of the Company’s conditions to Closing, and the accuracy of the representations and warranties
of the Company; (vi) an opinion of Company legal counsel in the form satisfactory to Investor’s counsel; (vii) resolutions
of the Board of Directors approving this Agreement and the transactions contemplated herein; (viii) the Holdback Shares as defined
in Section 8; and (ix) Financial Statements dated no earlier than three (3) days prior to the Closing complying with the
requirement of Section 4.4.5 hereof (the “Closing Financial Statements”)


 











     

     

    
 


1.3.2             Documents
to Be Delivered by the Investor. In connection with the Closing, the investor shall deliver (i) resolutions of the Manager of
Investor approving this Agreement and the transactions contemplated herein; (ii) a closing certificate with respect to the satisfaction
of Investor’s conditions to Closing and the accuracy of its representations and warranties; and (iii) the applicable portion
of the Purchase Price to be delivered at the Closing.


 


2.                                      
Representations and Warranties of the Company.  The Company and Yale Farar (“Farar”)
hereby, jointly and severally, represent and warrant to the Investor that the following representations are true and correct as
of the date hereof and as of the Closing (except to the extent any such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties are true and correct as of such earlier date); 


 


2.1
                              
Organization, Valid Existence and Qualification..  The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as currently
conducted.  The Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which it conducts
its business, except where failure to be so qualified could not reasonably be expected to result, either individually or in the
aggregate, in a material adverse effect on the Company’s financial condition, business or operations.


 


2.2
                              
Authorization.  All corporate action on the part of the Company, its officers, directors and shareholders necessary
for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder,
and the authorization, issuance, sale and delivery of the Securities, has been taken or will be taken prior to the Closing, and
this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting
enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


2.3                      Capital Structure.
The authorized capital stock of the Company consists of: (i) 50,000,0000 shares of common stock par value $0.001 (the “Shares”)
and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, of the Company (the “Company Preferred Stock”).
As of the date of hereof, (x) 2,951,110 Shares were issued and outstanding, and (y) no shares of Company Preferred Stock were issued
and outstanding or held by the Company in its treasury, and since December 31, 2014 and through the date hereof, no additional
Shares or shares of Company Preferred Stock have been issued. All of the outstanding shares of capital stock of the Company are,
and all shares of capital stock of the Company which may be issued as contemplated or permitted by this Agreement will be, when
issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. As of the
date hereof, the Company has issued options to purchase 325,000 Shares at an exercise price of $0.75 per share. The options expire
on December 31, 2015. The Company has no other securities, or rights, or options, or warrants to purchase securities, outstanding
and no other securities, rights, or potions, or warrants shall be issued prior to the Closing. No subsidiary of the Company owns
any Shares. Except as set forth above, no other stock shall be issued by the company without the express written consent of the
Investor.


 


2.4
                              
Valid Issuance of Securities.  The Securities that are being purchased by the Investor hereunder, when issued, sold
and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued,
fully paid, and nonassessable, and will be transferred to the Investor free of liens, encumbrances and restrictions on transfer
other than (a) restrictions on transfer under this Agreement and under applicable state and federal securities laws and (b) any
liens, encumbrances or restrictions on transfer that are created or imposed by the Investor.  Subject in part to the truth
and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and
issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of applicable state
and federal securities laws.


 








     

     

    



 


 


2.5
                              
Non-Contravention.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the
consummation of the sale and issuance of Shares contemplated by this Agreement, except for the filing of notices of the sale of
Securities pursuant to Regulation D promulgated under the Securities Act and applicable state securities laws.  The Company
is not in violation or default in any material respect of any provision of its certificate of incorporation or bylaws, or of any
instrument, judgment, order, writ or decree to which it is a party or by which it is bound, or, to its knowledge, of any provision
of any federal or state statute, rule or regulation applicable to the Company, except for such violations or defaults of any
federal or state statute, rule or regulation that could not reasonably be expected to result, either individually or in the
aggregate, in a material adverse effect on the Company’s financial condition, business or operations.  The execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result
in any such violation or constitute, with or without the passage of time and giving of notice, either (i) a default in any
material respect of any such instrument, judgment, order, writ or decree, or (ii) an event that results in the creation of
any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal
of any material permit, license, authorization or approval applicable to the Company, in each case, which could reasonably be expected
to result, either individually or in the aggregate, in a material adverse effect on the Company’s financial condition, business
or operations.


 


2.6                     Approvals.
The Company Board of Directors, by resolutions duly adopted by consent and unanimous vote of all directors of the Company and,
as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof determined that this Agreement
and the transactions contemplated hereby, are fair to, and in the best interests of, the Company’s stockholders and have
been ratified and approved. The stockholders of the Company holding a majority of the outstanding Common Stock have, by resolutions
duly adopted, approved this Agreement and the transactions contemplated herein.


2.7                     Financial Statements/Undisclosed
Liabilities. The audited balance sheet and income statement of the Company dated as of December 31, 2014 have been delivered
to the Investor (hereinafter referred to as the “Financial Statements”). The Financial Statements and the Closing Financial
Statements are in accordance with the Company’s books and records, complete and accurate in all material respects and are
prepared in accordance with Generally Accepted Accounting Principles and fairly present the financial condition of and operating
results of the Company during the periods indicated. Neither the Company nor any of its subsidiaries has any Liabilities other
than Liabilities that (i) are reflected or recorded on the Financial Statements or Closing Financial Statements (including in the
notes thereto), (ii) were incurred since the date of the Financial Statements in the ordinary course of business, (iii) are incurred
in connection with the transactions contemplated by this Agreement, or (iv) would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the Company.


 


2.8                     Off-Balance Sheet Arrangements. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment
to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any contract or arrangement
relating to any transaction or relationship between or among the Company and any of its subsidiaries, on the one hand, and any
unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand,
or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where
the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material
liabilities of, the Company or any of its subsidiaries in the Company’s or such subsidiary’s
published financial statements or other documents filed by the Company with the Securities and Exchange Commission. 


 


2.9                     Tax Returns and Payment
of Taxes. The Company and each of its subsidiaries have duly and timely filed or caused to be filed (taking into account
any valid extensions) all material federal, state, local, foreign, employment and property
tax returns required to be filed by them (“Tax Returns”). Such Tax Returns are true, complete
and correct in all material respects. Neither Company nor any of its Subsidiaries is currently the beneficiary of any extension
of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of
business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or
not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision
for such Taxes in the Company’s financial statements (in accordance with GAAP). Neither the Company nor any of its Subsidiaries
has incurred any material liability for Taxes since the date of the Company’s most recent financial statements outside the
ordinary course of business or otherwise inconsistent with past practice.


 











     

     

    
 


2.10                     Litigation.
As of the date hereof, there is no legal action or, to the knowledge of the Company, governmental investigation pending, or to
the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or
assets or, to the knowledge of the Company, any executive officer or director of the Company or any of its Subsidiaries in their
capacities as such, in each case by or before any Governmental Entity. As of the date hereof, to the knowledge of the Company,
there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending
or, to the knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries
or any malfeasance by any executive officer of the Company.


 


2.11                     Changes.
Since the date of the Financial Statements, there has not been:


 


2.11.1             Any
change in the assets, liabilities, financial condition, or operations of the Company except changes in the ordinary course of business
which have not been, either in any case or in the aggregate, materially adverse;


 


2.11.2             Any
damage, destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties or business
of the Company;


 


2.11.3             Any
waiver or compromise by the Company of a valuable right or of any debt owed to it;


 


2.11.4             Any
loans made by the Company to its employees, officers or directors other than travel or like advances made in the ordinary course
of business not in excess of $500;


 


2.11.5             Any
declaration or payment of any dividend or other distribution by the Company or any repurchase or redemption of the Company's capital
stock;


 


2.11.6             Any
cancellation of any material contract or any write-off as uncollectible of $2,500 or greater; or


 


2.11.7             Any
material deterioration or any other event or condition of any character which has materially and adversely affected the Company's
business or prospects.


 


2.12                     Insurance.
The Company currently has no general commercial liability or workers compensation insurance in effect. The Company is not aware
of any pending or threatened claims against the Company for personal injuries, product liability or property damages.


2.13                     Legal
Compliance. The Company, and the conduct and operations of its business, will be in substantial compliance with each law (including
rules and regulations thereunder) of any federal(including the Securities Act of 1933, as amended and the Securities and Exchange
Act of 1934), state, local or foreign government, or any governmental entity, which (a) affects or relates to this Agreement or
the transactions contemplated hereby or (b) is applicable to the Company or business, except for any violation of or default under
a law referred to in clause (b) above which reasonably may be expected not to have a material adverse effect on the assets, business
financial condition or results of operations of the Company. The Company is current in its periodic and other filings required
by the Securities act of 1934 and the Investor is entitled to rely on the completeness and accuracy of each such filing as of the
dates such filings were made.


 


2.14                     Brokers'
Fees. The Company has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect
to the transactions contemplated by this Agreement.


 


2.15                     Books
and Records. As of Closing, the minute book and other similar records of the Company contain true and complete records of
all actions taken at any meetings of the Company's shareholders and Board of Directors, and of all written consents executed in
lieu of the holding of any such meeting and the books and records of the Company accurately reflect in all material respects the
assets, liabilities, business, financial condition and results of operations of the Company and have been maintained in accordance
with good business and bookkeeping practices.


 


2.16Full
Disclosure. The representations and warranties of the Company contained in this Agreement, the other provisions of this Agreement
and all other documents delivered to one another in connection with the purchase and sale of the Securities when read together,
do not contain and will not contain any untrue statement of a material fact or omit any material fact necessary to make the statements
contained therein or herein in view of the circumstances under which they were made not misleading.


 











     

     

    
 


3.                                      
Representations and Warranties of the Investor.  The Investor hereby represents and warrants to the Company
that the following representations are true and correct as of the date hereof and as of the Closing (except to the extent any such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true
and correct as of such earlier date):


 


3.1
                              
Authorization.  The Investor has all requisite power and authority to enter into this Agreement , and this Agreement
constitutes its valid and legally binding obligations, enforceable in accordance with its terms except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies.


 


3.2
                              
Purchase Entirely for Own Account.  This Agreement is made with the Investor in reliance upon the Investor’s
representations to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the
Securities acquired by the Investor hereunder will be acquired for investment for the Investor’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention
of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Investor
further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation rights to such person or to any third person, with respect to any of the Securities.


 


3.3
                              
No Solicitation.  At no time was the Investor presented with or solicited by any publicly issued or circulated newspaper,
mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of
the Securities.


 


3.4
                              
Access to Information.  The Investor has received or has had full access to all the information it considers necessary
or appropriate to make an informed investment decision with respect to the Securities to be purchased by the Investor under this
Agreement.  The Investor further has had an opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Securities and to obtain additional information (to the extent the Company possessed
such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the
Investor or to which the Investor had access.  The foregoing, however, does not in any way limit or modifies the representations
and warranties made by the Company in Section 2.


 


3.5
                              
Investment Experience.  The Investor understands that the purchase of the Securities involves substantial risk. The
Investor has experience as an investor in securities of companies in the development stage and acknowledges that the Investor is
able to fend for itself, can bear the economic risk of the Investor’s investment in the Securities, including a complete
loss of the investment, and has such knowledge and experience in financial or business matters that the Investor is capable of
evaluating the merits and risks of this investment in the Securities and protecting its own interests in connection with this investment.
The Investor represents that the office in which its investment decision was made is located at the address set forth in Section 6.5.


 


3.6
                              
Accredited Investor.  The Investor understands the term “accredited investor” within the meaning of Rule 501
of Regulation D promulgated under the Securities Act and is an “accredited investor” for the purposes of acquiring
the Securities to be purchased by the Investor under this Agreement.


 


3.7
                              
Restricted Securities.


 


(a)
             The
Investor understands that the Securities are characterized as “restricted securities” under the Securities Act inasmuch
as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act
and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain
limited circumstances. In this connection, the Investor represents that the Investor is familiar with Rule 144 of the Securities
Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(b)
             The
Investor understands that the certificates and Warrant, respectively, evidencing the Securities may bear the following legend (or
a substantially similar legend):


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF APPLICABLE STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.


 











     

     

    

3.8
                             
No Brokers.  The Investor has not incurred, and will not incur in connection
with the purchase of the Securities, any brokerage or finders’ fees, or agents’ commissions or similar liabilities.


 


3.9                              No Reverse Split.
From the date of this Agreement and continuing for a period of eighteen (18) months after the Closing, the Company and the Investor
shall not cause a reverse split of any Company Common Stock.  


4.Covenants.


4.1                              Best
Efforts. Each of the parties shall use its best efforts, to the extent commercially reasonable, to take all action and to do
all things necessary, proper or advisable including but not limited to obtaining all such waivers, permits, consents, approvals
or other authorizations from third parties and governmental entities, as may be necessary or desirable in connection with the transactions
contemplated by this Agreement.


 


4.2                              Full
Access. The Company, prior to Closing, shall permit Investor and Investor's representatives to have full access (at all reasonable
times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties,
financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. Investor
(i) shall treat and hold as confidential any Confidential Information (as defined below), (ii) shall not use any of the Confidential
Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall
return to the Company the Confidential Information (and all copies) thereof which are in its possession. For purposes of this
Agreement, "Confidential Information" means any confidential or proprietary information of the Company that is furnished
in writing to the Investor by the Company in connection with this Agreement and is labeled confidential or proprietary or, in
the case of oral information, that is identified as confidential at the time of disclosure; provided, however, that it shall not
include any information (i) which, at the time of disclosure, is available publicly, (ii) which, after disclosure, becomes available
publicly through no fault of the Investor, or (iii) which the Investor knew prior to disclosure.


 


4.3                              Exclusivity.
From and after the date hereof until Closing or other termination hereof, neither Farar nor the Company shall, directly or indirectly,
(i) encourage, solicit, initiate, engage or participate in discussions or negotiations with any person or entity (other than the
Investor) concerning any investment, merger, consolidation, sale of material assets, or other business combination involving the
Company or any division of the Company, or to sell the Securities, or (ii) provide any non-public information to a prospective
acquiror (other than the Investor).


 


4.4                              Operation of the Company. Except
as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company shall conduct
its operations in the ordinary course of business .Without limiting the generality of the foregoing, prior to the Closing Date,
the Seller and the Company shall not, without the written consent of the Buyer:


 


4.4.1             issue,
sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments,
subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any securities
or any rights, warrants or options to acquire any stock or other securities;


 


4.4.2             split,
combine or reclassify any shares of the Company's capital stock; declare, set aside or pay any dividend or other distribution
(whether in cash, stock or property or any combination thereof) in respect of the Company's capital stock;


 


4.4.3             other
than in the ordinary course of business, create, incur or assume any material debt not currently outstanding (including obligations
in respect of capital leases but excluding accounts payable incurred in the ordinary course of business), assume, guarantee or
otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person;
or make any loans, advances or capital contributions to, or investments in, any other person;


 


4.4.4             enter
into, adopt or amend any employee benefit plan or any employment or severance agreement or arrangement; or


 


4.4.5             discharge
or satisfy any security interest or pay any obligation or liability other than in the ordinary course of business or in accordance
with the terms of the applicable governing instruments;


 


4.4.6             mortgage
or pledge any of the Company's property or Assets or subject any such Assets to any security interest;


 









     

     

    
4.4.7             enter
into, amend, take or omit to take any action that would constitute a material violation of or default under, or waive any rights
under, any material contract or agreement;


 


4.4.8             make
or commit to make any capital expenditure; 


 


4.4.9             take
any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take such
action would result in (i) any of the representations and warranties of the Seller set forth in this Agreement becoming untrue
or (ii) any of the conditions to the Closing set forth in Section 6 not being satisfied;


 


4.4.10             agree
in writing or otherwise to take any of the foregoing actions.


 


4.5                              Officers and Directors.
Effective on or before the Closing, Gary Saderup shall resign as an officer and a member of the Board of Directors of the Company
and Yale Farar and Steve Dorff shall resign as officers of the Company. The Company’s Board of Directors shall, effective
as of the Closing, appoint Robert Wallace as the Chief Executive Officer, Chief Financial Officer and Corporate Secretary. The
Bylaws of the company currently provide that the number of directors constituting the entire Board of Directors shall be not less
than two (2) nor more than nine (9) members and shall initially consist of two (2) members. The Board of Directors shall by resolution
effective as of the Closing, set the number of seats at seven (7). Robert Wallace shall be appointed by the sitting members of
the Board of Directors to fill one vacancy.


 


4.6                              Execution of Consulting
Agreement with Steve Dorff. On or before thirty (30) days after the Closing, the Company agrees to have its wholly-owned subsidiary,
Latigo Shore Music, Inc. (“Latigo”), enter into a consulting agreement with Steve Dorff, which will include as part
of his compensation, 25% of Latigo’s publisher’s share of songs written by any current or new songwriters under contract
to Latigo, including songs currently in the Latigo catalog that have been written by its current songwriter, Jeston Cade.


 


5.                                      
Conditions to the Investor’s Obligations at Closing.  The obligations of the Investor at Closing are subject
to the fulfillment or waiver, on or by Closing, of each of the following conditions, which waiver may be given by written, oral
or telephone communication to the Company or its counsel.


 


5.1
                              
Representations and Warranties.  Each of the representations and warranties of the Company and Farar contained in Section 2
shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been
made at the Closing, except for (a) those representations and warranties that address matters only as of a particular date
(which shall remain true and correct as of such particular date), with the same force and effect as if they had been made at the
Closing, and (b) those representations and warranties which (i) are qualified as to materiality or (ii) provide
that the Company’s failure to comply with such representation or warranty would not result in a material adverse effect,
shall be true and accurate in every respect as of the Closing.


 


5.2
                              
Performance.  The Company shall have performed and complied in all material respects with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and
shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.


 


5.3
                              
Qualifications.  All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to
this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D,
promulgated under the Securities Act, and (b) the filings required by applicable state “blue sky” securities laws,
rules and regulations. 


 


5.4                              Appointment of New
Officer and Director. The Company shall have taken the actions set forth in Section 4.5 hereof.


 


5.5                              Satisfaction with
Due Diligence. Upon the Closing, Investor shall be satisfied with its due diligence review of the Company, business, legal
compliance, Financial Statements and related matters.


 


5.6                              Settlement and/or
Elimination of all Liabilities of the Company in excess of $10,000. The Company shall have issued 317,392 shares of Common
Stock and as of the Closing, delivered a check for $250,000 to Brooktide, LLC/ Farar in full satisfaction of all monies, including
accrued interest, owed to Brooktide, LLC/Farar, in the amount of $446,060 (“Notes Payable”). The Company
shall deliver to the Investor, Closing Financial Statements dated not more than three (3) days prior to the Closing and signed
by the President of the Company showing that upon payment of the Notes Payable, the Company’s liabilities will be less than
$10,000 or other amount acceptable to Investor.


 











     

     

    
 


6.                                      
Conditions to the Company’s Obligations at Closing.  The obligations of the Company to the Investor at
the Closing are subject to the fulfillment, on or by the Closing, of each of the following conditions, which waiver may be given
by written, oral or telephone communication to the Investor or its counsel:


 


6.1
                              
Representations and Warranties.  The representations and warranties of the Investor contained in Section 3
shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been
made at the Closing.


 


6.2
                              
Performance.  The Investor shall have performed and complied in all material respects with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and
shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.


 


6.3
                              
Payment of the Purchase Price.  The Investor shall have delivered the Purchase Price as specified in Section 1.2
of this Agreement.


 


6.4
                              
Qualifications.  All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to
this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D,
promulgated under the Securities Act, and (b) the filings, if required, by applicable state “blue sky” securities
laws, rules and regulations.


 


6.5                         
     Funding of Latigo. At the Closing,the new Board of Directors of the Company shall
adopt a resolution to fund $250,000 to cover operating expenses over the next 12 months to further the growth and development
of Latigo, not including catalog acquisitions.


 


7.Indemnification
by Farar and the Company. Farar, and the Company shall indemnify the Investor, up to $100,000 in respect of, and hold the
Investor harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or
otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest
obligations, deficiencies, losses and expenses (including without limitation attorneys fees and litigation costs) (collectively
“Damages”) incurred or suffered by the Investor or the Company:


(a)resulting
from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of Farar or the Company contained
in this Agreement;


(b)resulting
from any income, franchise, employment, excess or property taxes owing or arising on account of or in connection with the operation
of the Company prior to the Closing which taxes (if not previously paid) are not reflected on the Financial Statements; and


(c)resulting
from any liability which are not reflected in the Financial Statements.


8.Holdback.
As security for the Indemnification provision set forth in Section 7, 317,392 shares of common stock of the Company
issued to Brooktide, LLC pursuant to this Agreement (the “Holdback Shares”) shall be held in escrow with
an escrow holder acceptable to the parties hereto. To the extent that the indemnification set forth in Section 7 is triggered,
the Investor shall be entitled to offset any Damages against the Holdback Shares. In lieu of offsetting any damages against the
Holdback Shares, Brooktide, LLC shall have the right to pay such damages by cashier’s check. The offset shall be on a dollar
for dollar basis. For example, if the liabilities of the Company exceed those permitted hereunder by $10,000, the investor shall
be entitled to such number of the Holdback Shares as equal $10,000. The value of the Holdback Shares shall be the closing bid price
of a share of the Company’s Common Stock as traded on the relevant stock exchange on the close of the day prior to notice
of indemnification from the Investor to Brooktide, LLC. Any of the Holdback shares being held at the expiration of 12 months form
the Closing shall be delivered to Brooktide, LLC. Except for the indemnification obligations with respect to the representation
and warranty set forth in Section 2.7 (Financial Statements/Undisclosed Liabilities), the amount of $100,000 shall constitute the
entire liability of Brooktide, LLC/Farar to the Investor arising out of their indemnification obligations as described in Section
7.











     

     

    
 


 


9.                                      
Miscellaneous.


 


9.1
                              
Survival of Representations and Warranties.  The representations and warranties of the Company and the Investor contained
in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement for a period of 12 months, and
shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.


 


9.2
                              
Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of California
(without reference to the conflicts of law provisions thereof).


 


9.3
                              
Counterparts; Facsimile Signatures.  This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may be executed
and delivered by facsimile, or by email in portable document format (.pdf) and upon such delivery of the signature page by
such method will be deemed to have the same effect as if the original signature had been delivered to the other parties.


 


9.4
                              
Headings; Interpretation.  In this Agreement, (a) the meaning of defined terms shall be equally applicable to
both the singular and plural forms of the terms defined, (b) the captions and headings are used only for convenience and are
not to be considered in construing or interpreting this Agreement and (c) the words “including,” “includes”
and “include” shall be deemed to be followed by the words “without limitation.” All references in this
Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof
and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.


 


9.5
                              
Notices.  Unless otherwise provided herein, any and all notices required or permitted to be given to a party pursuant
to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice
under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) at
the time of transmission by facsimile or email, addressed to the other party at its facsimile number or email address specified
herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by printed confirmation
sheet verifying successful transmission of the facsimile; (c) one (1) business day after deposit with an express overnight
courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States,
with proof of delivery from the courier requested; or (d) three (3) business days after deposit in the United States
mail by certified mail (return receipt requested) for United States deliveries.  All notices for delivery outside the United
States will be sent by facsimile,, email or by express courier.  Notices by facsimile shall be machine verified as received. 
All notices not delivered personally, by facsimile or email will be sent with postage and/or other charges prepaid and properly
addressed to the party to be notified at the address or facsimile number as follows, or at such other address, facsimile number
or email as such other party may designate by one of the indicated means of notice herein to the other parties hereto as follows:


 


(a)
                                
if to the Investor:


 


Robert Wallace, President


Coco Partners, LLC

15466 Los Gatos Blvd., Suite 109-352


Los Gatos, CA 95032

Facsimile:  4rwallace@comcast.net


 


(b)                                 
if to the Company. Yale Farar or Brooktide, LLC:


 


Yale Farar, President


Rokwader, Inc.

21900 Burbank Blvd., 3rd Floor


Woodland Hills, CA 91367

Email: farcap@aol.com



 











     

     

    
 


9.6
                              
No Finder’s Fees.  The Investor agrees to indemnify and to hold harmless the Company from any liability for any
commission or compensation in the nature of a finders’ or broker’s fee (and any asserted liability as a result of the
performance of services of any such finder or broker) for which the Investor or any of its officers, partners, employees, or representatives
is responsible.  The Company agrees to indemnify and hold harmless the Investor from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee (and any asserted liability as a result of the performance of services
by any such finder or broker) for which the Company or any of its officers, employees or representatives is responsible.


 


9.7
                              
Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor. Any amendment or waiver affected in accordance with this Section 9.7 shall be binding
upon each party hereto. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver
of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall
constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance
other than the actual performance specifically waived.


 


9.8
                              
Severability.  If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the
intent of the parties hereto.  If such clause or provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision
had (to the extent not enforceable) never been contained in this Agreement.


 


9.9
                              Entire
Agreement.  This Agreement, together with all exhibits and schedules hereto, constitute the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements,
understandings duties, or obligations, whether oral or written, between or among the parties hereto with respect to the specific
subject matter hereof.


 


9.10
                       
Third Parties.  Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the
parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.


 


9.11 
           Costs, Expenses.  The
Company and the Investor will each bear their own expenses in connection with the preparation, execution and delivery of
this Agreement and the consummation of the Financing.


 


9.12
                       
Further Assurances.  The parties agree to execute such further documents and instruments and to take such further actions
as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


9.13                          Counsel. The
parties hereto each state that they have read this Agreement carefully, that they have consulted with legal counsel regarding the
terms and provisions of this Agreement (or have had the opportunity to consult with legal counsel and chosen not to do so), and
that they have relied solely upon their judgment without the influence of anyone in entering into this Agreement.


9.14                          Arbitration
of Disputes.


(a) Consent to California
Jurisdiction. Each member consents to be exclusively subject to arbitration in Santa Clara County, California.


(b)Disputes
Subject to Arbitration. Any claims or disputes arising out of or relating to this Agreement will be settled by arbitration
pursuant to the provisions of the California Code of Civil Procedure commencing at Section 1280 et seq. The arbitrator's
decision shall be final and binding without right to a trial de novo. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Hearings will be held in Santa Clara County, California, or such other
venue as the parties may determine by mutual agreement.









     

     

    
 


(c)Demand
and Limitations on Claims. Any demand for arbitration must be made in writing to the other party or parties. In no event will
any demand for arbitration be made after the date that the institution of legal proceedings based on such claim, dispute or other
matter would be barred by the applicable statute of limitations.


(d)Provisional
Remedies. The parties will have the right to file with a court of competent jurisdiction an application for temporary or preliminary
injunctive relief, writ of attachment, writ of possession, temporary protective order and/or appointment of a receiver, if the
arbitration award to which the applicant may be entitled may be rendered ineffectual in the absence of such relief, or if there
is no other adequate remedy. Any such application will not act as a waiver of a party’s arbitration rights hereunder.


(e)Powers,
Duties and Limitations of the Arbitrator. The arbitrator will prepare and provide to the parties a written decision on all
matters that are the subject of the arbitration, including factual findings and the reasons that form the basis of the arbitrator’s
decision. The arbitrator will not have the power to commit errors of law or legal reasoning and the award may be vacated or corrected
pursuant to California Code of Civil Procedure Section 1286.2 or 1286.6 for any such error. The award of the arbitrator will be
mailed to the parties no later than thirty (30) days after the close of the arbitration hearing. The arbitration proceedings will
be reported by a certified shorthand court reporter, and written transcripts of the proceedings will be prepared and made available
to the parties upon any party’s request.


 (f)Costs
and Fees of the Arbitrator. Costs and fees of the arbitrator will be borne by the non-prevailing party unless the arbitrator,
for good cause, determines otherwise.


 


 


 


 


 


 


 



     

     

    

 


 


 


 


 


IN WITNESS WHEREOF, the
parties hereto have executed this SECURITIES PURCHASE AGREEMENT as of the date first written above.


 


 


	 	COMPANY :
	 	 
	 	 
	 	ROKWADER, INC.
	 	 
	 	 
	 	By:	/s/ Yale Farar
	 	Name:	Yale Farar
	 	Title:	President and CEO


 


 


 


 


	 	INVESTOR :
	 	 
	 	 
	 	COCO PARTNERS, LLC
	 	 
	 	
         

        By: Gateway Advisors, Inc., Manager

	 	By:	/s/ Robert Wallace
	 	Name:	Robert Wallace, President