Exhibit
10.1


 


DEBT CONVERSION AGREEMENT


 


THIS DEBT CONVERSION
AGREEMENT (the “Agreement”) is entered into as of October 27, 2016, by and between LifeApps Brands Inc.,
a Delaware corporation (the “Company”) and Lesly A. Thompson (the “Lender”). The Company
and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”


 


Recitals:


 


WHEREAS, on
November 9, 2015, Lender made an unsecured $25,000 convertible loan to the Company paying interest at the rate of 10% per annum
(the “Loan”) to be used by the Company for working capital purposes; and


 


WHEREAS, the
Loan and the terms thereof were evidenced in a writing signed by the Parties on November 9, 2015; and


 


WHEREAS, the
Loan was due and payable on March 21, 2016 and is presently due and payable; and


 


WHEREAS,
the Loan is convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common
Stock”) at a conversion price of $0.75 per share which is substantially greater than the present market price for
the Common Stock; and 


 


WHEREAS, the
Parties wish to revise the conversion price to $0.0055 per share (the “Revised Conversion Price”) which is the
closing sale price for the Company’s Common Stock on the date of this Agreement; and


 


WHEREAS, in
consideration of the Revised Conversion Price, the Lender has agreed to waive the payment of interest due on the Loan and to immediately
convert the principal amount of the Loan ($25,000) into shares of Common Stock at the Revised Conversion Price; and


 


WHEREAS, the
Parties desire to set forth their agreements and understandings with respect thereto.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.          Conversion
to Common Stock and Cancellation of Accrued Interest.  Effective as of the date hereof, the principal amount of the
Loan ($25,000) shall be converted at the Revised Conversion Price into 4,545,455 shares of Common Stock (the “Conversion
Shares”) and the accrued interest due on the Loan shall be cancelled.


 




     

     


    

 


2.          Amounts
Repaid in Full. For and in consideration of the issuance of the Conversion Shares to Lender, the Loan shall be deemed to be
repaid in full, and the Company shall have no further obligations in connection with the Loan.


 


3.          Waiver
and Release. Lender, on behalf of herself, and each of her successors, assigns, representatives and agents (collectively, the
“Releasing Parties”), hereby covenants not to sue and fully, finally and forever completely releases the Company
and its present, future and former officers, directors, stockholders, employees, agents, attorneys and representatives (collectively,
the “Company Released Parties”) of and from any and all claims, actions, obligations, liabilities, demands and/or
causes of action, of whatever kind or character, whether now known or unknown, which the Releasing Parties have or might claim
to have against the Company Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses,
attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by the Releasing Parties arising
from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur
with respect to the Loan on or prior to the date of this Agreement.


 


4.          Restricted
Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange
Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed
by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold
except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities
laws, pursuant to registration thereunder or exemption therefrom.


 


(b)          Lender
understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such certificates or other instruments):


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 




    	 	2	 



     


    

 


The legend set forth
above shall be removed and the Company shall issue a certificate without such legend to the holder of the Conversion Shares upon
which it is stamped, if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b)
such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Conversion
Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer
be “restricted securities” within the meaning of Rule 144.


 


5.            Lender’s
Representations. The Company is issuing the Conversion Shares to Lender in reliance upon the following representations made
by Lender:


 


(a)          Lender
is acquiring the Conversion Shares for investment for her own account and not with the view to, or for resale in connection with,
any distribution thereof. Lender understands and acknowledges that the Conversion Shares have not been registered under the Act
or any state securities laws, by reason of a specific exemption from the registration provisions of the Act and applicable state
securities laws, which depends upon, among other things, the bona fide nature of the investment intent and other representations
of Lender as expressed herein.


 


(b)          Lender
(i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of
operations and prospects of the Company; (ii) has received or has been provided access to all material information concerning an
investment in the Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and
to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to
evaluate the merits and risks related to an investment in the Company represented by the Conversion Shares.


 


(c)          As
a result of Lender’s study of the aforementioned information and Lender’s prior overall experience in financial matters,
and Lender’s familiarity with the nature of businesses such as the Company, Lender is properly able to evaluate the capital
structure of the Company, the business of the Company, and the risks inherent therein.


 


(d)          Lender’s
investment in the Company pursuant to this Agreement is consistent, in both nature and amount, with Lender’s overall investment
program and financial condition.


 




    	 	3	 



     


    

 


(e)          Lender’s
financial condition is such that Lender can afford to bear the economic risk of holding the Conversion Shares, and to suffer a
complete loss of Lender’s investment in the Company represented by the Conversion Shares.


 


(f)          Lender’s
principal address is as set forth in Section 6(b) hereof.


 


(g)          Lender
understands that a thinly traded public market now exists, and there may never be an active public market for, the Company’s
Common Stock, including the Conversion Shares.


 


(h)          All
action on the part of Lender, and its officers, directors and partners, if applicable, necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of Lender hereunder and thereunder has been taken, and this
Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of Lender, enforceable
in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive
relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect generally relating to or affecting creditors’ rights.


 


(i)          Lender
realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company,
the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally,
involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors
in securities of the Company.


 


6.           Miscellaneous.


 


(a)          THIS
AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between
or among any of the Parties arising out of this Agreement, (i) each of the Parties irrevocably and unconditionally consents and
submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York;
(ii) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of
such action to any federal court having jurisdiction over New York County, New York; (iii) each of the parties irrevocably waives
the right to trial by jury; and (iv) each of the parties irrevocably consents to service of process by first class certified mail,
return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with this Agreement.


 




    	 	4	 



     


    

 


(b)          All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as set forth below:


 


	If to the Company:	Copy to (which copy shall not constitute notice hereunder):
	 	 
	LifeApps Brands, Inc.	CKR Law LLP
	Polo Plaza, 3790 Via De La Valle, #116E	1330 Avenue of the Americas, 14th Floor
	Del Mar, CA 92014	New York, NY 10019
	Attention:  Robert Gayman	Attention:  Scott Rapfogel, Esq.
	Telephone:  525.699.2111	Telephone:  212.259.7300
	 	Facsimile:  212.259.8200
	 	 
	If to Lender:	 
	 	 
	Lesly Thompson	 
	5404 Cody Drive	 
	West Des Moines, IA 50266	 


 


Any Party may give
any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended.
Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other Parties notice in the manner herein set forth.


 


(c)          This
Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written negotiations and agreements
between the Parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including
any exhibit hereto) shall be effective unless made in writing and signed by both Parties.


 


(d)          Each
Party to this Agreement hereby represents and warrants to the other Party that it has had an opportunity to seek the advice of
its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement
is not based on any reliance upon the advice of any other Party or its legal counsel. Each Party represents and warrants to the
other Party that in executing this Agreement such Party has completely read this Agreement and that such Party understands the
terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the Party responsible
for its preparation.


 


(e)          Each
Party to this Agreement hereby represents and warrants to the other Party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such Party; (ii) the representative executing this Agreement on behalf
of such Party has been granted all necessary power and authority to act on behalf of such Party with respect to the execution,
performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such Party is of
legal age and capacity to enter into agreements which are fully binding and enforceable against such Party.


 


(f)          This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.


 


[The Remainder of this Page is Left
Blank Intentionally. Signature Page Follows.]


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.


 


	 	LIFEAPPS BRANDS, INC.
	 	 
	 	By:	/s/Robert Gayman
	 	Name:	Robert Gayman
	 	Title:	Chief Executive Officer
	 	 	 
	 	/s/Lesly A. Thompson
	 	Lesly A. Thompson


 




    	 	6