Blueprint








EXHIBIT
4.2







 


	


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE "1933 ACT)









 


  US
$32,000.00


 


FRIENDABLE,
INC


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
MARCH 13, 2018

 





 


FOR
VALUE RECEIVED, Friendable, Inc. (the “Company”)
promises to pay to the order of the COVENTRY ENTERPRISES, LLC and
its authorized successors and permitted assigns ("Holder"), the aggregate
principal face amount of Thirty Two Thousand dollars exactly (U.S.
$32,000.00) on March 13, 2018 ("Maturity Date") and to pay
interest on the principal amount outstanding hereunder at the rate
of 8% per annum commencing on March 13, 2017. The interest will be
paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this
Note. The principal of, and interest on, this Note are payable at
80 S.W. 8th Street, Suite 2000,
Miami, FL 33130, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder
hereof from time to time. The Company will pay each interest
payment and the outstanding principal due upon this Note before or
on the Maturity Date, less any amounts required by law to be
deducted or withheld, to the Holder of this Note by check or wire
transfer addressed to such Holder at the last address appearing on
the records of the Company. The forwarding of such check or wire
transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge the liability for
principal on this Note to the extent of the sum represented by such
check or wire transfer. Interest shall be payable in Common Stock
(as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject to the following additional
provisions:


 

1.           
This Note is exchangeable for an equal aggregate principal amount
of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for
such registration or transfer or exchange, except that Holder shall
pay any tax or other governmental charges payable in connection
therewith.


 

2.           
The Company shall be entitled to withhold from all payments any
amounts required to be withheld under applicable laws.


 



 

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3.           
This Note may be transferred or exchanged only in compliance with
the Securities Act of 1933, as amended ("Act") and applicable state
securities laws. Any attempted transfer to a non-qualifying party
shall be treated by the Company as void. Prior to due presentment
for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on
the Company's records as the owner hereof for all other purposes,
whether or not this Note be overdue, and neither the Company nor
any such agent shall be affected or bound by notice to the
contrary. Any Holder of this Note electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the
requirements set forth in Section 4(a), and any prospective
transferee of this Note, also is required to give the Company
written confirmation that this Note is being converted
("Notice of
Conversion") in the form annexed hereto as Exhibit A. The date of receipt
(including receipt by telecopy) of such Notice of Conversion shall
be the Conversion Date.

 

4.    
         (a)        
     The Holder of this
Note is entitled, at its option, and after full cash payment for
the shares convertible hereunder, to convert all or any amount of
the principal face amount of this Note then outstanding into shares
of the Company's common stock (the "Common Stock") at a price
("Conversion
Price") for each share of Common Stock equal to 50% of the
lowest
closing bid price (with a
ceiling of $0.004 per share) of the Common Stock as reported
on the National Quotations Bureau OTCQB exchange which the
Company’s shares are traded or any exchange upon which the
Common Stock may be traded in the future ("Exchange"), for the

twenty prior trading days including the day
upon which a Notice of Conversion is received by the Company or its
transfer agent (provided such Notice of Conversion is delivered by
fax or other electronic method of communication to the Company or
its transfer agent after 4 P.M. Eastern Standard or Daylight
Savings Time if the Holder wishes to include the same day closing
price). If the shares have not been delivered within 3 business
days, the Notice of Conversion may be rescinded. Such conversion
shall be effectuated by the Company delivering the shares of Common
Stock to the Holder within 3 business days of receipt by the
Company of the Notice of Conversion. Accrued but unpaid interest
shall be subject to conversion. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole
share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will
take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The
Company agrees to honor all conversions submitted pending this
increase. In the event the Company
experiences a DTC “Chill” on its shares, the conversion
price shall be decreased to 40% instead of 50% while that
“Chill” is in effect. In no event shall the
Holder be allowed to effect a conversion if such conversion, along
with all other shares of Company Common Stock beneficially owned by
the Holder and its affiliates would exceed 9.9% of the outstanding
shares of the Common Stock of the Company. The conversion discount
and lookback period will be adjusted downward (i.e. for the benefit
of the Holder) if the Company offers a more favorable conversion
discount (whether via interest, rate OID or otherwise) or lookback
period to another party while this note is in effect and the Holder
will also get the benefit of any other term (for a example a higher
prepay or a lower fixed conversion price) granted to any third
party while this Note is in effect.

 



 

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(b)           
Interest on any unpaid principal balance of this Note shall be paid
at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). The dollar amount converted
into Interest Shares shall be all or a portion of the accrued
interest calculated on the unpaid principal balance of this Note to
the date of such notice.

 

(c)         
    This Note may not be redeemed or
prepaid.

 

(d)           
Upon (i) a transfer of all or substantially all of the assets of
the Company to any person in a single transaction or series of
related transactions, (ii) a reclassification, capital
reorganization or other change or exchange of outstanding shares of
the Common Stock, or (iii) any consolidation or merger of the
Company with or into another person or entity in which the Company
is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of Common
Stock) (each of items (i), (ii) and (iii) being referred to as a
"Sale Event"), then, in each case, the Company shall, upon request
of the Holder, redeem this Note in cash for 150% of the principal
amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may
convert the unpaid principal amount of this Note (together with the
amount of accrued but unpaid interest) into shares of Common Stock
immediately prior to such Sale Event at the Conversion
Price.

 

(e)           
In case of any Sale Event in connection with which this Note is not
redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right
thereafter, by converting this Note, to purchase or convert this
Note into the kind and number of shares of stock or other
securities or property (including cash) receivable upon such
reclassification, capital reorganization or other change,
consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the
Note and at the same Conversion Price, as defined in this Note,
immediately prior to such Sale Event. The foregoing provisions
shall similarly apply to successive Sale Events. If the
consideration received by the holders of Common Stock is other than
cash, the value shall be as determined by the Board of Directors of
the Company or successor person or entity acting in good
faith.

 

5.           
No provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Note at the time, place, and
rate, and in the form, herein prescribed.

 

6.          
The Company hereby expressly waives demand and presentment for
payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and
diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the
payment of all sums owing and to be owing hereto.

 

7.           
The Company agrees to pay all costs and expenses, including
reasonable attorneys' fees and expenses, which may be incurred by
the Holder in collecting any amount due under this
Note.

 

8.           
If one or more of the following described "Events of Default" shall
occur:


 



 

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(a)           
The Company shall default in the payment of principal or interest
on this Note or any other note issued to the Holder by the Company;
or


 

(b)           
Any of the representations or warranties made by the Company herein
or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in
connection with the execution and delivery of this Note, or the
Securities Purchase Agreement under which this note was issued
shall be false or misleading in any respect; or


 

(c)           
The Company shall fail to perform or observe, in any respect, any
covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder;
or


 

(d)           
The Company shall (1) become insolvent; (2) admit in writing its
inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for
its dissolution; (4) apply for or consent to the appointment of a
trustee, liquidator or receiver for its or for a substantial part
of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed
against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 

(e)           
A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business
without its consent and shall not be discharged within thirty (30)
days after such appointment; or


 

(f)          
  Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion
of the properties or assets of the Company; or


 

(g)          
One or more money judgments, writs or warrants of attachment, or
similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any
of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days
or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or


 

(h)           
defaulted on or breached any term of any other note of similar debt
instrument into which the Company has entered and failed to cure
such default within the appropriate grace period; or


 

(i)           
The Company shall have its Common Stock delisted from an exchange
(including the OTCBB exchange) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for
more than 10 consecutive days;


 

(j)           
If a majority of the members of the Board of Directors of the
Company on the date hereof are no longer serving as members of the
Board;


 



 

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(k)          
The Company shall not deliver to the Holder the Common Stock
pursuant to paragraph 4 herein without restrictive legend within 3
business days of its receipt of a Notice of Conversion;
or


 

(l)        
    The Company shall not replenish the reserve set forth
in Section 12, within 3 business days of the request of the
Holder.


 

(m)          
The Company shall not be “current” in its filings with
the Securities and Exchange Commission; or


 

(n)           
The Company shall lose the “bid” price for its stock in
a market (including the OTCQB marketplace or other
exchange).

 





Then,
or at any time thereafter, unless cured within 5 days, and in each
and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed
to be a waiver of any subsequent default) at the option of the
Holder and in the Holder's sole discretion, the Holder may consider
this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of
acceleration), all of which are hereby expressly waived, anything
herein or in any note or other instruments contained to the
contrary notwithstanding, and the Holder may immediately, and
without expiration of any period of grace, enforce any and all of
the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law. Upon an Event of Default,
interest shall accrue at a default interest rate of 24% per annum
or, if such rate is usurious or not permitted by current law, then
at the highest rate of interest permitted by law. In the event of a
breach of Section 8(k) the penalty shall be $250 per day the shares
are not issued beginning on the 4th day after the
conversion notice was delivered to the Company. This penalty shall
increase to $500 per day beginning on the 10th day. The penalty
for a breach of Section 8(n) shall be an increase of the
outstanding principal amounts by 20%. In case of a breach of
Section 8(i), the outstanding principal due under this Note shall
increase by 50%. Further, if a breach of Section 8(m) occurs or is
continuing after the 6 month anniversary of the Note, then the
Holder shall be entitled to use the lowest closing bid price during
the delinquency period as a base price for the conversion. For
example, if the lowest closing bid price during the delinquency
period is $0.01 per share and the conversion discount is 50% the
Holder may elect to convert future conversions at $0.005 per share.
If this Note is not paid at maturity, the outstanding principal due
under this Note shall increase by 10%.


 


If the
Holder shall commence an action or proceeding to enforce any
provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder
shall be reimbursed by the Company for its attorneys’ fees
and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or
proceeding.


 


Make-Whole for
Failure to Deliver Loss. At the Holder’s election, if the
Company fails for any reason to deliver to the Holder the
conversion shares by the by the 3rd business day following the
delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may
provide the Company written notice indicating the amounts payable
to the Holder in respect of the Failure to Deliver Loss and the
Company must make the Holder whole as follows:


 



 

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Failure
to Deliver Loss = [(High trade price at any time on or after the
day of exercise) x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and
any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the
Company.


 

9.           
In case any provision of this Note is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided,
if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining
provisions of this Note will not in any way be affected or impaired
thereby.


 

10.           
Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed
by the Company and the Holder.


 

11.           
The Company represents that it is not a “shell” issuer
and has never been a “shell” issuer or that if it
previously has been a “shell” issuer that at least 12
months have passed since the Company has reported form 10 type
information indicating it is no longer a “shell issuer.
Further. The Company will instruct its counsel to either (i) write
a 144 opinion to allow for salability of the conversion shares or
(ii) accept such opinion from Holder’s counsel.


 


12.          The
Company shall issue irrevocable transfer agent instructions
reserving 213,333,000 shares of its Common Stock for conversions
under this Note (the “Share Reserve”). The reserve
shall be replenished as needed to allow for conversions of this
Note. Upon full conversion of this Note, any shares remaining in
the Share Reserve shall be cancelled. The Company shall pay all
costs associated with issuing and delivering the shares. If such
amounts are to be paid by the Holder, it may deduct such amounts
from the Conversion Price. Conversion Notices may be sent to the
Company or its transfer agent via electric mail. The company should
at all times reserve a minimum of four times the amount of shares
required if the note would be fully converted.  The Holder may
reasonably request increases from time to time to reserve such
amounts.


 

13.           
The Company will give the Holder direct notice of any corporate
actions including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as
soon as possible under law.


 

14.           
This Note shall be governed by and construed in accordance with the
laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon
the successors and assigns of each party hereto. The Holder and the
Company hereby mutually waive trial by jury and consent to
exclusive jurisdiction and venue in the courts of the State of New
York or in the Federal courts sitting in the county or city of New
York. This Agreement may be executed in counterparts, and the
facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original. 


 











 

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IN
WITNESS WHEREOF, the Company has caused this Note to be duly
executed by an officer thereunto duly authorized.


 


 



Dated:
___________









 


 


 


 






	

 

	
FRIENDABLE,
INC

 

 

 

	

 


	

 

	

 

	

 


	
 

	
/s/ 
Robert
A Rositano Jr.

	

 


	

 

	
By: Robert A
Rositano Jr.

	

 


	

 

	

Title:
CEO

	

 







 


 

            




 


 


 


 



 

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EXHIBIT A


 


 


NOTICE
OF CONVERSION


 


(To be
Executed by the Registered Holder in order to Convert the
Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of
the above Note into _________ Shares of Common Stock of Friendable,
Inc. (“Shares”) according to the conditions set forth
in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


	


Date of Conversion: __________________________________________________________________________________


	


Applicable Conversion Price:
__________________________________________________________________________


	


Signature: __________________________________________________________________________________________


	
 

	


[Print Name of Holder and Title of Signer]


	


Address: ___________________________________________________________________________________________


	

              
___________________________________________________________________________________________


	

 
 


	


SSN or EIN: ___________________________


	


Shares are to be registered in the following name:
__________________________________________________________________________ 


	

 
 


	


Name: _____________________________________________________________________________________________


	


Address: ___________________________________________________________________________________________


	


Tel: ________________________________________________


	


Fax: ________________________________________________


	


SSN or EIN: _________________________________________


	

 
 


	


Shares are to be sent or delivered to the following account:
 


	

 
 


	


Account Name: _______________________________________________________________________________________


	


Address: _____________________________________________________________________________________________







 




 


 


 


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