Exhibit 10.1

 

DEBT RESTRUCTURING
AGREEMENT

 

THIS DEBT RESTRUCTURING AGREEMENT (the
“Agreement”) is made and entered into effective as of
March 26, 2019 (“Effective Date”), by and among
Friendable, Inc., (the “Company”), Fan Pass, Inc.
(“Fan Pass”), Robert A. Rositano Jr. (“Robert
Rositano”), Dean Rositano (“Dean Rositano”),
Frank Garcia (“Garcia”), Checkmate Mobile, Inc.
(“Checkmate”), Alpha Capital Anstalt
(“Alpha”), Coventry Enterprises, LLC
(“Coventry”), Palladium Capital Advisors, LLC
(“Palladium”), EMA Financial, LLC (“EMA”),
Michael Finkelstein (“Finkelstein”), and Barbara R.
Mittman (“Mittman”) . Robert Rositano, Dean Rositano,
Garcia and Checkmate, collectively, (the “Company
Principals”). Alpha, Coventry, Palladium, EMA, Finkelstein,
and Mittman are each a “Holder” and collectively, the
“Holders.”

 

WITNESSETH:

 

WHEREAS, from February 17, 2015 to
January 1, 2019, the Company issued convertible instruments (each
convertible instrument a “Note” and collectively the
“Notes”) convertible into shares of the Company’s
common stock, issuable upon conversion of the Note(s) (the
“Common Stock” or “Shares”) to the Holders
in the amounts set forth on Schedule A hereto (the Notes, and the
Shares, and Common Stock, are collectively, the
“Securities”) of which the Note dated July 21, 2017 was
amended pursuant to Allonges through August 14, 2018;
and

 

WHEREAS, the Company, Company
Principals, and Holders wish to restructure the outstanding
convertible debt represented by the Notes, with no additional
consideration being furnished to the Company; and

 

WHEREAS, pursuant to a securities
purchase agreement entered into on or about June 26, 2018 by the
Holders and Fan Pass (the “Fan Pass SPA”), Fan Pass was
to have issued to both the Holders, and to the Company Principals
common stock of Fan Pass (“Fan Pass Common Stock”),
Series A Preferred Stock of Fan Pass (“Fan Pass Series A
Preferred Stock”) and Series B Preferred Stock of Fan Pass
(“Fan Pass Series B Preferred Stock”) as further
described on Schedule B
hereto. However, no Fan Pass Common Stock, Fan Pass Series A
Preferred Stock or Fan Pass Series B Preferred Stock was ever
issued to the Holders or the Company Principals; and

 

WHEREAS, Fan Pass, Company Principals
and Holders wish to terminate the Fan Pass SPA, with no additional
consideration being furnished to the Company or Fan Pass;
and

 

WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and in reliance on Section 3(a)(9)
of the Securities Act, the Company desires to exchange with the
Holders, and the Holders desire to exchange with the Company the
Notes in consideration for shares of the Company’s Common
Stock, without any additional consideration being
furnished.

 

NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual agreements set forth herein, and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

 


	
 

	
1.

	
In addition to the
other conditions required for Closing (as defined below) set out in
Section 3 below Company must perform of all of the conditions set
forth in this Section 1 below (collectively, the
“Company’s Obligations”):








 

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Not later than ten
(10) business days from the full execution of this Agreement by all
the parties to this Agreement the Company shall file for a reverse
split of its Common Stock and subject to FINRA process and
approval, complete all actions necessary to deem the reverse split
effective. The reverse split ratio will be determined based on the
Company’s share price on the day it is filed and will reflect
a ratio that shall achieve a per share price of its Common Stock of
not less than $1.00 (“Reverse Stock
Split”).

 


	



	
a)

	
The Company will
continue to be subject to the reporting obligations pursuant to
Section 12(g) of the Securities Exchange Act of 1934
(“Exchange Act”) and not be classified as a shell as
that term is employed in Rule 144 under the Securities Act of 1933,
as amended.






 


	



	
b)

	
The Company will
continue to timely file all of its periodic reports required
pursuant to the Exchange Act.






 


	



	
c)

	
The Company’s
vendors and employees shall have written off a minimum of
$1,000,000 in current debt and as set forth on Schedule C.






 


	



	
d)

	
The Company shall
continue to comply with all obligations and requirements under the
terms of the Notes including but not limited to honoring notices of
conversions submitted by any Holder from any time from time to
time.






 


	



	
e)

	
On or before ten
(10) business days following the full execution of this Agreement
by all parties, the Company will officially withdraw its Schedule
14C filed with the Securities and Exchange Commission (the
“Commission”) on July 18, 2018.






 


	
 

	
g)

	
On or before
December 31, 2019, the Company will close on a share offering of a
minimum of $400,000 at a purchase price of not less than $0.20 per
share (post reverse split, and if such purchase is closed prior to
the effectuation of the reverse stock split such purchase price
shall be adjusted to pre-split numbers) of the Company’s
common stock (the “Offering”), which such common stock
will not at any time be granted anti-dilution/reset protections
after their purchase, and in which purchasers of Company’s
common stock shall be subject to monthly trading restrictions which
prohibits directly or indirectly, offers for sale, selling,
assigning, pledging, issuing, distributing, granting of any option,
or entering into any contract for sale of or otherwise disposing of
more than 20% of the Company’s share trading volume reported
on Bloomberg as described in certain agreements (“Leakout
Agreements”) which all purchasers to the Offering will be
required to enter into prior to the closing of the
Offering.






 


	



	
h)

	
Each of the Holders
may elect at each such Holder’s sole discretion, and Company
will comply with any such action, to either, both or neither of the
following: on the 120th and the
240th
day following the Company’s completion of the Reverse Stock
Split described in Section 1(a) above (each such 120th and
240th
day, a “Reset Date”) but prior to the Closing Date to
convert any and/or all Note(s) in part or in to held by such
Holder, and pursuant to Section 2(b) below, to the lower of (i) 75%
of the closing bid price for the Common Stock on such respective
Reset Date, or (ii) the VWAP for the Company’s Common Stock
for the 7 trading days immediately preceding and including such
respective Reset Date described above (each a “Reset”).
On each Reset Date, the Company will issue to such Holder who
exercises a Reset the number of shares of Common Stock correlating
to such dollar value of such Holder’s Note(s) or portion of
the Note(s) being converted at the Reset.








 

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i)

	
The above-described
Resets as well as the mandatory conversion of Holders’ Notes
as described in Section 2(a) below will be subject to a beneficial
ownership limitation described in a rights to shares agreement
entered into between the Company and each Holder on the date hereof
in the form annexed hereto as Exhibit D and made a part hereof
(“Rights to Shares Agreement”).






 


	



	
j)

	
The Company shall
deliver the executed Agreement to the office of Grushko &
Mittman, PC as well as any other signed agreements required by the
any of the Holders in connection with the transactions contemplated
by this Agreement.






 

2.            Closing:
Subject to the conditions set forth below, the closing of the Debt
Restructuring (defined herein) shall take place at the offices of
Grushko & Mittman, P.C. at such time as the Company’s
Obligations and such other terms and obligations as required by
this Agreement have been met in full (the “Closing”),
or at such other time and place as the Company and Holders mutually
agree in writing (the “Closing Date”). As of a
condition of Closing, and in no event later than ten (10) business
days of the Effective Date of this Agreement (“Execution
Deadline”) each party hereto shall have signed this Agreement
and such signed signature pages shall be collected by and held in
escrow by Grushko & Mittman, PC to be returned to each party
hereto if not received by the Execution Deadline. At the Closing,
the following mandatory events shall automatically occur (such
mandatory events provided in this Section 2, shall be referred to
as the “Debt Restructuring”). Provided all of the
Company’s obligations described in this Agreement have been
fully complied with, each of the parties hereto agree to the
following Debt Restructuring terms and conditions:

 


	



	
a)

	
A mandatory
conversion of Holders’ Notes into the Company’s Common
Stock in the post-split amounts as set forth on Schedule A hereto.






 


	



	
b)

	
Trading Volume
Restrictions – Commencing on the date of this Agreement and
ending on July 30, 2020, each of the parties hereto agree to the
following sale restrictions in any given calendar month as
calculated on the last day of each preceding 30-day period
thereto:






 


	
 

	
(i)

	
Palladium may sell
up to 5% of the Company’s outstanding shares (post-split)
beneficially owned by it.






 


	
 

	
(ii)

	
Finkelstein may
sell up to 5% of the Company’s outstanding shares
(post-split) beneficially owned by him.






 


	
 

	
(iii)

	
Mittman may sell up
to 5% of the Company’s outstanding shares (post-split)
beneficially owned by her.






 


	
 

	
(iv)

	
Coventry may sell
up to 10% of the Company’s outstanding shares (post-split)
beneficially owned by it.






 


	
 

	
(v)

	
Alpha may sell up
to 25% of the Company’s outstanding shares (post-split)
beneficially owned by it.






 


	
 

	
(vi)

	
EMA may sell up to
15% of the Company’s outstanding shares (post-split)
beneficially owned by it.






 


	



	
c)

	
Upon full
compliance by the Company with all of its obligations described in
this Agreement, the Holders will release to the Company such
Holders’ security interest in Fan Pass.






 


	



	
d)

	
Upon full
compliance by the Company with all of its obligations described in
this Agreement the Company will have cancelled all Fan Pass
issuances (if any) and will be the owner of 100% of Fan
Pass.








 

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Failure by the
Company to abide by all the terms and conditions set forth in this
Agreement, and/or breach by the Company of any representation,
warranty, or covenant made herein shall render the Agreement null
and void and each Holder shall automatically be entitled to all of
its rights, and privileges under their respective
Notes.

 

4.            Representations
and Warranties of the Company and Fan Pass. Each of
the Company and Fan Pass hereby represents and warrants to Holders
that:

 

4.1          Organization,
Good Standing and Qualification. Each of the Company and Fan
Pass are corporations duly organized, validly existing and in good
standing under the laws of the State of Nevada. Each of the Company
and Fan Pass are duly qualified to transact business and are in
good standing in each jurisdiction in which the failure to so
qualify would have a material adverse effect on their businesses or
properties.

 

4.2          Authorization.
All corporate action on the part of each of the Company, Fan Pass,
their officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company and Fan Pass
hereunder, and the issuances pursuant to this Agreement have been
given on or prior to the date hereof.

 

4.3          Valid
Issuance of the Shares. The Shares when issued and delivered
in accordance with the terms of this Agreement will be duly and
validly issued, fully paid and nonassessable.

 

4.4          Compliance
with Laws. Except as set forth in the reports filed by the
Company under the Exchange Act with the Securities and Exchange
Commission in the twelve (12) months preceding the date hereof, the
Company has not violated any law or any governmental regulation or
requirement which violation has had or would reasonably be expected
to have a material adverse effect on its business, and the Company
has not received written notice of any such violation.

 

4.5          Consents;
Waivers. No consent, waiver, approval or authority of any
nature, or other formal action, by any person, not already
obtained, is required in connection with the execution and delivery
of this Agreement by the Company and Fan Pass or the consummation
by the Company and Fan Pass of the transactions provided for herein
and therein.

 

4.6          Acknowledgment
Regarding Holder’s Purchase of the Shares. The Company
and Fan Pass acknowledge and agree that each of the Holders are
acting solely in the capacity of an arm’s length Holder with
respect to this Agreement and the transactions contemplated hereby
and thereby. The Company and Fan Pass further acknowledge that none
of the Holders are acting as a financial advisor or fiduciary of
the Company and/or Fan Pass (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby
and thereby. Each of the Company and Fan Pass further represents to
each Holder that the Company’s and Fan Pass’s decision
to enter into this Agreement has been based solely on the
independent evaluation by the Company, Fan Pass and their
representatives.



 

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4.7          No
Group. The Company acknowledges that, to the Company’s
knowledge, each of the Holders is acting independently in
connection with this Agreement and the transactions contemplated
hereby, and is not acting as part of a “group” as such
term is defined under Section 13(d) of the Securities Act and the
rules and regulations promulgated thereunder.

 

4.8          Validity;
Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Company
and Fan Pass and shall constitute the legal, valid and binding
obligations of the Company and Fan Pass enforceable against the
Company and Fan Pass in accordance with their respective terms,
except as such enforceability may be limited by general principles
of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’
rights and remedies. The execution, delivery and performance by the
Company and Fan Pass of this Agreement to which the Company and Fan
Pass are parties and the consummation by the Company and Fan Pass
of the transactions contemplated hereby and thereby will not: (i)
result in a violation of the organizational documents of the
Company or Fan Pass, or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company and Fan
Pass are parties or by which they are bound, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities or “blue sky”
laws) applicable to the Company and Fan Pass, except in the case of
clause (ii) above, for such conflicts, defaults or rights which
would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of the Company and
Fan Pass to perform their obligations hereunder.

 

4.9          Disclosure.
The Company and Fan Pass confirm that neither they nor any other
person acting on their behalf have provided the Holders or their
agents or counsel with any information that constitutes or could
reasonably be expected to constitute material, nonpublic
information. The Company and Fan Pass understand and confirm that
the Holders will rely on the foregoing representations in effecting
transactions in the Securities.

 

4.10        No
Consideration Paid. No commission or other remuneration has
been paid by any Holder (or any of its agents or affiliates) to the
Company or Fan Pass related to this Agreement.

 

4.11        Outstanding
Debt. The Company and Fan Pass confirm that Schedule A
represents the complete list of all Company and Fan Pass debt, and
Notes outstanding. The Company and Fan Pass confirm that the
amounts reflected in Schedule
A reflect the original principal outstanding under those
Notes as of the date hereof, and does not reflect any fees,
penalties, default interest, default sums, liquidated damages,
etc.

 

4.12        No
Governmental Review. No United States federal or state
agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the
fairness or suitability of the Securities nor have such authorities
passed upon or endorsed the merits of the Securities.

 

5.            Representations
and Warranties of the Holder. Each Holder hereby
represents, warrants and covenants that:

 

5.1          Authorization.
The Holder has full power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and has taken all action
necessary to authorize the execution and delivery of this
Agreement, and the consummation of the transactions contemplated
hereby.



 

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5.2          Accredited
Holder Status; Investment Experience. The Holder is an
“Accredited Investor” as that term is defined in Rule
501(a) of Regulation D. The Holder can bear the economic risks of
its investment in the Securities which were made prior to the date
hereof.

 

5.3          Reliance
on Exemptions. The Holder understands that the Securities
are being offered and issued to it in reliance on specific
exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and the Holder’s
compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Holder set forth herein
in order to determine the availability of such exemptions and the
eligibility of the Holder to acquire the Securities.

 

5.4           [Intentionally
Omitted].

 

5.5           [Intentionally
Omitted].

 

5.6          Validity;
Enforcement; No Conflicts. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Holder
and shall constitute the legal, valid and binding obligations of
the Holder enforceable against the Holder in accordance with their
respective terms, except as such enforceability may be limited by
general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies. The execution,
delivery and performance by the Holder of this Agreement and the
consummation by the Holder of the transactions contemplated hereby
and thereby will not: (i) result in a violation of the
organizational documents of the Holder or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Holder is a
party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities
or “blue sky” laws) applicable to the Holder, except in
the case of clause (ii) above, for such conflicts, defaults or
rights which would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the
ability of the Holder to perform its obligations
hereunder.

 

5.7          Ownership
of the Notes. The Holder owns and holds, beneficially and of
record, the entire right, title, and interest in and to the Note(s)
as listed on Schedule A. The Holder has full power and authority to
transfer and dispose of the Notes to the Company free and clear of
any right or Lien (as defined below). Other than the transactions
contemplated by this Agreement, there is no outstanding vote, plan,
pending proposal, or other right, of any Person to acquire all or
any part of the Notes. As used herein, “Liens” shall mean any
security or other property interest or right, claim, lien, pledge,
option, charge, security interest, contingent or conditional sale,
or other title claim or retention agreement, interest or other
right or claim of third parties, whether perfected or not
perfected, voluntarily incurred or arising by operation of law, and
including any agreement (other than this Agreement) to grant or
submit to any of the foregoing in the future.

 

5.8          No
Consideration Paid. No commission or other remuneration has
been paid by the Holder (or any of its agents or affiliates) to the
Company or Fan Pass in connection with this Agreement.



 

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5.9          Transfer
or Re-sale. Each Holder understands that (i) the sale or
re-sale of the Securities has not been and is not being registered
under the Securities Act or any applicable state securities laws,
and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the
Securities Act, (b) the Holder shall have delivered to the Company,
at the cost of the Company, an opinion of counsel that shall be in
form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be
sold or transferred may be sold or transferred pursuant to an
exemption from such registration, which opinion shall be accepted
by the Company, (c) the Securities are sold or transferred to an
“affiliate” (as defined in Rule 144)) of the Holder who
agrees to sell or otherwise transfer the Securities only in
accordance with this Section 2(f) and who is an Accredited Holder,
or (d) the Securities are sold pursuant to Rule 144, and the Holder
shall have delivered to the Company, at the cost of the Company, an
opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions, which
opinion shall be accepted by the Company; (ii) any sale of such
Securities made in reliance on Rule 144 may be made only in
accordance with the terms of said Rule 144 and further, if said
Rule 144 is not applicable, any re-sale of such Securities under
circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is
defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder;
and (iii) neither the Company nor any other person is under any
obligation to register such Securities under the Securities Act or
any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case).
Notwithstanding the foregoing or anything else contained herein to
the contrary, the Securities may be pledged as collateral in
connection with a bona fide margin account or other lending
arrangement.

 

5.10        Note(s)
Balance(s) . Each Holder confirms, and agrees each of its
Notes referenced on Schedule A represents the complete list of and
all Notes outstanding, and represents and warrants that the amounts
reflected in Schedule A do
not reflect any fees, penalties, default interest, default sums,
liquidated damages, etc, rather the amounts on Schedule A represent only the current
principal amount of such Notes.

 


	



	
6.

	
Additional
Covenants.






 

6.1          Disclosure.
The Company shall timely file a Current Report on Form 8-K
(collectively, the “8-K Filing”) disclosing
the terms of this Agreement with the Commission. Other than the
terms of this Agreement which shall be disclosed in the Form 8-K
filing, the Holders shall not be in possession of any material,
nonpublic information received from the Company or any of its
respective officers, directors, employees or agents, that is not
disclosed in the 8-K Filing.

 

6.2          Listing
and Electronic Transfer. The Company shall use its best
efforts to maintain the listing or designation for quotation (as
applicable) of its Common Stock upon each national securities
exchange and automated quotation system on which the Common Stock
is currently listed or designated while such securities are
outstanding. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 6.2.
The Company agrees to maintain the eligibility of the Common Stock
for electronic transfer through the Depository Trust Company or
another established clearing corporation, including, without
limitation, by timely payment of fees to the Depository Trust
Company or such other established clearing corporation in
connection with such electronic transfer.

 

6.3          Tacking.
Subject to the truth and accuracy of the Holder’s
representations set forth in Section 5 of this Agreement, the
parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act, Common Stock issued in exchange for
the Notes will tack back to the original date of closing and/or
funding of the Notes (as applicable) all pursuant to Rule 144 and
the Company agrees not to take a position to the
contrary.



 

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6.4          Integration.
The Company shall not sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the
issuance of the Securities for purposes of the rules and
regulations of any Trading Market such that it would require
shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such
subsequent transaction.

 

6.5          Reservation.

 

(a)       The
Company shall maintain a reserve from its duly authorized shares of
Common Stock for issuance pursuant to the terms of the Notes, and
this Agreement in such amounts as may be required to fulfill any
and all of its obligations in full under this Agreement
(“Required Minimum Reserves”).

 

(b)       If,
on any date following the Closing, the number of authorized but
unissued (and otherwise unreserved) shares of Common Stock is less
than the Required Minimum Reserves on such date, then the Board of
Directors shall amend the Company’s certificate or articles
of incorporation to increase the number of authorized but unissued
shares of Common Stock to at least the Required Minimum Reserves at
such time, as soon as possible and in any event not later than the
60th day
after such date.

 

6.6          Indemnification
of Holder. Subject to the provisions of this Section 6.6,
each of the Company, Fan Pass and Company Principals
(“Indemnifiers”) will indemnify and hold each Holder
and its directors, officers, shareholders, members, partners,
employees and agents (and any other persons with a functionally
equivalent role of a person holding such titles notwithstanding a
lack of such title or any other title), each person who controls
such Holder (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other
persons with a functionally equivalent role of a person holding
such titles notwithstanding a lack of such title or any other
title) of such controlling persons (each, an “Holder
Party” together “Holder Parties”) harmless from
any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation that any such
Holder Party may suffer or incur as a result of or relating to (a)
any breach of any of the representations, warranties, covenants or
agreements made by Indemnifiers, or (b) any action instituted
against the Holder Parties in any capacity, or any of them or their
respective affiliates, by any stockholder of the Company who is not
an affiliate of such Holder Party, with respect to any of the
transactions contemplated by this Agreement (unless such action is
based upon a breach of such Holder Party’s representations,
warranties or covenants under this Agreement or any agreements or
understandings such Holder Party may have with any such stockholder
or any violations by such Holder Party of state or federal
securities laws or any conduct by such Holder Party which
constitutes fraud, gross negligence, willful misconduct or
malfeasance). If any action shall be brought against any Holder
Party in respect of which indemnity may be sought pursuant to this
Agreement, such Holder Party shall promptly notify the Indemnifiers
in writing, and the Indemnifiers shall have the right to assume the
defense thereof with counsel of each of its own choosing reasonably
acceptable to the Holder Party. Any Holder Party shall have the
right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Holder Party except to the extent
that (i) the employment thereof has been specifically authorized by
the Indemnifiers in writing, (ii) the Indemnifiers have failed
after a reasonable period of time to assume such defense and to
employ counsel or (iii) in such action there is, in the reasonable
opinion of counsel, a material conflict on any material issue
between the position of Indemnifiers and the position of such
Holder Party, in which case Indemnifiers shall be responsible for
the reasonable fees and expenses of no more than one such separate
counsel. Indemnifiers will not be liable to any Holder Party under
this Agreement (y) for any settlement by a Holder Party effected
without the Indemnifiers’ prior written consent, which shall
not be unreasonably withheld or delayed; or (z) to the extent, but
only to the extent that a loss, claim, damage or liability is
attributable to any Holder Party’s breach of any of the
representations, warranties, covenants or agreements made by such
Holder Party in this Agreement. The indemnification required by
this Section 6.6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and
when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or
similar right of any Holder Party against the Indemnifiers or
others and any liabilities the Indemnifiers may be subject to
pursuant to law.



 

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6.7          Non-Public
Information. Except with respect to the material terms and
conditions of the transactions contemplated by this Agreement,
which shall be disclosed pursuant to Section 6.1, the Company
covenants and agrees that neither it, nor any other person acting
on its behalf will provide any Holder or its agents or counsel with
any information that constitutes, or the Company reasonably
believes constitutes, material non-public information, unless prior
thereto such Holder shall have consented to the receipt of such
information in writing and agreed with the Company to keep such
information confidential. The Company understands and confirms that
each Holder shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. To the extent that the
Company delivers any material, non-public information to a Holder
without such Holder’s consent, the Company hereby covenants
and agrees that such Holder shall not have any duty of
confidentiality to Company, any of its subsidiaries, or any of
their respective officers, directors, agents, employees or
affiliates, or a duty to the Company, and of its subsidiaries or
any of their respective officers, directors, agents, employees or
affiliates not to trade on the basis of, such material, non-public
information, provided that the Holder shall remain subject to
applicable law. To the extent that any notice provided pursuant to
this Agreement constitutes, or contains material, non-public
information regarding the Company or any subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Company understands and
confirms that each Holder shall be relying on the foregoing
covenant in effecting transactions in Securities of the
Company.

 

6.8          Shareholder
Rights Plan. No claim will be made or enforced by the
Company or Fan Pass or, with the consent of the Company, or any
other person, that any Holder is an “Acquiring Person”
under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or
similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company or Fan Pass, or that any Holder could be
deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving the Securities under this Agreement or under
any other agreement between the Company or Fan Pass and the
Holder.

 

6.9          Transfer
Agent Instructions. The Company shall issue irrevocable
instructions to its transfer agent to issue certificates,
registered in the name of the Holder or its nominee, for the Shares
in such amounts as specified from time to time by the Holder to the
Company in accordance with the terms thereof (the
“Irrevocable Transfer Agent Instructions”) . In the
event that the Company proposes to replace its transfer agent, the
Company shall provide, prior
to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form as initially
delivered pursuant to the this Agreement (including but not limited
to the provision to irrevocably reserve shares of Common Stock in
the Reserved Amount) signed by the successor transfer agent to
Company. Prior to registration of the Shares under the Securities
Act or the date on which the Shares may be sold pursuant to Rule
144 without any restriction as to the number of Shares as of a
particular date that can then be immediately sold, all such
certificates shall bear a restrictive legend. The Company warrants
that: (i) no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section, and stop transfer
instructions to give effect to Section 6.9 hereof (in the case of
the Shares, prior to registration of the Shares under the
Securities Act or the date on which the Shares may be sold pursuant
to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold), will be
given by the Company to its transfer agent and that the Securities
shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement; (ii)
it will not direct its transfer agent not to transfer or delay,
impair, and/or hinder its transfer agent in transferring (or
issuing) (electronically or in certificated form) any certificate
for Shares to be issued to the Holder as and when required by this
Agreement; and (iii) it will not fail to remove (or directs its
transfer agent not to remove or impairs, delays, and/or hinders its
transfer agent from removing) any restrictive legend (or to
withdraw any stop transfer instructions in respect thereof) on any
certificate for any Shares issued to the Holder upon exercise of or
otherwise pursuant to this Agreement. Nothing in this Section shall
affect in any way the Holder’s obligations to comply with all
applicable prospectus delivery requirements, if any, upon re-sale
of the Shares. If the Holder provides the Company, at the cost of
the Company, with (i) an opinion of counsel in form, substance and
scope customary for opinions in comparable transactions, to the
effect that a public sale or transfer of such Shares may be made
without registration under the Securities Act and such sale or
transfer is effected or (ii) the Holder provides reasonable
assurances that the Shares can be sold pursuant to Rule 144, the
Company shall permit the transfer and promptly instruct its
transfer agent to issue one or more certificates, free from
restrictive legend, in such name and in such denominations as
specified by the Holder. The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Section
may be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Section,
that the Holder shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and
requiring immediate transfer, without the necessity of showing
economic loss and without any bond or other security being
required.



 

9






 





 

6.10        Maintenance
of Registration. Until the time that no Holder owns the
Securities, the Company covenants to maintain the registration of
the Common Stock under Section 12(b) or 12(g) of the Exchange Act
and to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting
requirements of the Exchange Act.

 

6.11        Legend
Removal. Certificates evidencing the Shares shall not
contain any legend: (i) while a registration statement covering the
resale of such security is effective under the Securities Act, (ii)
following any sale of such Shares pursuant to Rule 144, (iii) if
such Shares are eligible for sale under Rule 144, without the
requirement for the Company to be in compliance with the current
public information required under Rule 144 as to such Shares and
without volume or manner-of-sale restrictions, or (iv) if such
legend is not required under applicable requirements of the
Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission). The Company
shall cause its counsel, at the expense of the Company, to issue a
legal opinion to the transfer agent promptly if required by the
transfer agent to effect the removal of the legend hereunder. At
any time when there is an effective registration statement to cover
the resale of the Shares, or if such Shares may be sold under Rule
144 or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the
Commission) then such Shares shall be issued free of all legends.
The Company agrees that following such time as such legend is no
longer required under this Section, it will, no later than five (5)
trading days following the delivery by a Holder to the Company or
the transfer agent of a certificate representing the Shares issued
with a restrictive legend (such fifth (5th) trading day, the
“Legend Removal
Date”), deliver or cause to be delivered to such
Holder a certificate representing such Shares that is free from all
restrictive and other legends (however, the Company shall use
reasonable best efforts to deliver such Shares within three (3)
trading days). The Company may not make any notation on its records
or give instructions to the transfer agent that enlarge the
restrictions on transfer set forth by the Commission.

 

6.12        Legend
Removal Default. In addition to such Holder’s other
available remedies, the Company shall pay to a Holder, in cash, as
partial liquidated damages and not as a penalty, for each $1,000 of
Shares (based on the greater of the VWAP of the Common Stock on the
date such Shares are submitted to the transfer agent or the
aggregate purchase price of such shares) delivered for removal of
the restrictive legend, subject to Section 6.11, $10 per trading
day (increasing to $20 per trading day from and after the eleventh
(11th)
such trading day) for each trading day following the Legend Removal
Date until such Common Stock certificate is delivered without a
legend. Nothing herein shall limit such Holder’s right to
pursue actual damages for the Company’s failure to deliver
certificates representing any Shares as required by this Agreement,
and such Holder shall have the right to pursue all remedies
available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive
relief.



 

10






 





 

6.13        DWAC.
In lieu of delivering physical certificates representing the
unlegended Shares, upon request of a Holder, so long as the
certificates therefor do not bear a legend and the Holder is not
obligated to return such certificate for the placement of a legend
thereon, the Company shall cause its transfer agent to
electronically transmit the unlegended Shares by crediting the
account of Holder’s prime broker with the Depository Trust
Company through its Deposit Withdrawal At Custodian system,
provided that the Company’s Common Stock is DTC eligible and
the Company’s transfer agent participates in the Deposit
Withdrawal at Custodian system. In any event, such delivery must be
made on or before the Legend Removal Date.

 

6.14        Injunction.
In the event a Holder shall request delivery of Shares as described
in this Section and the Company is required to deliver such shares,
the Company may not refuse to deliver Shares based on any claim
that such Holder or anyone associated or affiliated with such
Holder has not complied with Holder’s obligations under this
Agreement, or for any other reason, unless, an injunction or
temporary restraining order from a court, on notice, restraining
and or enjoining delivery of such unlegended Shares shall have been
sought and obtained by the Company and the Company has posted a
surety bond for the benefit of such Holder in the amount of the
greater of (i) 120% of the amount of the aggregate purchase price
of the Shares which are subject to the injunction or temporary
restraining order, or (ii) the VWAP of the Common Stock on the
trading day before the issue date of the injunction multiplied by
the number of Shares to be subject to the injunction, which bond
shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder to the extent Holder obtains
judgment in Holder’s favor.

 

6.15        Buy-In.
In addition to any other rights available to Holder, if the Company
fails to deliver to a Holder, Shares as required pursuant to this
Agreement and after the Legend Removal Date, the Holder, or a
broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) Shares of Common Stock to deliver in
satisfaction of a sale by such Holder of the Shares of Common Stock
which the Holder was entitled to receive in unlegended form from
the Company (a “Buy-In”), then the
Company shall promptly pay in cash to the Holder (in addition to
any remedies available to or elected by the Holder) the amount, if
any, by which (A) the Holder’s total purchase price
(including brokerage commissions, if any) for the Shares of Common
Stock so purchased exceeds (B) the aggregate purchase price of the
Shares of Common Stock delivered to the Company for reissuance as
unlegended Shares, together with interest thereon at a rate of 15%
per annum accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated
damages and not as a penalty). For example, if a Holder purchases
Shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to $10,000 of purchase price of Shares
of Common Stock delivered to the Company for reissuance as
unlegended Shares, the Company shall be required to pay the Holder
$1,000, plus interest, if any. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in
respect of the Buy-In.

 

6.16        Capital
Changes. Except for the reverse stock split referred to in
Section 1(a) above, the Company or its subsidiaries shall not
undertake a reverse or forward stock split or reclassification of
the Common Stock and/or the creation of another class of common
stock or common stock equivalents without the Holders’ prior
written consent. Furthermore, the Company will not issue any shares
of common stock or common stock equivalents in Fan Pass. Issuances
of any common stock or common stock equivalents of Fan Pass will be
a violation of the terms of this Agreement.



 

11






 





 

6.17        Indebtedness
.. For so long as a majority in original principal amount of the
Notes is outstanding, the Company and Fan Pass will not incur any
Indebtedness.

 

6.18        Seniority.
Until the Notes are fully satisfied or converted, the Company shall
not grant nor allow any security interest to be taken in any assets
of the Company, its subsidiaries, or Fan Pass; nor issue any debt,
equity or other instrument which would give the holder thereof
directly or indirectly, a right in any assets of the Company or Fan
Pass or any right to payment equity to or superior to any right of
the Holder as holder of the Notes in or to such assets or payment,
nor issue or incur any debt.

 

6.19        Furnishing
of Information; Public Information. If at any time the
Company shall fail for any reason to satisfy the current public
information requirement under Rule 144(c) (a “Public
Information Failure”) then, in addition to such
Holder’s other available remedies, the Company shall pay to a
Holder, in cash, as partial liquidated damages and not as a
penalty, by reason of any such delay, an amount in cash equal to 2%
of the aggregate purchase price of such Holder’s Shares held
by such Holder on the day of a Public Information Failure and on
every thirtieth (30th) day (pro-rated for periods totaling less
than thirty days) until the date such Public Information Failure is
cured. The payments to which a Holder shall be entitled pursuant to
this Section 6.19 are referred to herein as “Public Information Failure
Payments.” Public Information Failure Payments shall
be paid on the earlier of (i) the last day of the calendar month
during which such Public Information Failure Payments are incurred
and (ii) the third (3rd) Business Day after the event or failure
giving rise to the Public Information Failure Payments is cured. In
the event the Company fails to make Public Information Failure
Payments in a timely manner, such Public Information Failure
Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein
shall limit such Holder’s right to pursue actual damages for
the Public Information Failure, and such Holder shall have the
right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance
and/or injunctive relief.

 

6.20        Ownership
of Fan Pass . The Company represents that as of the date of
Closing, the Company will be the owner of 100% of Fan Pass,
Inc.

 

6.21        Pari
Passu. Except as otherwise set forth herein, all rights of
Holders and all actions taken by the Company with respect to the
Holders shall be made and taken pari passu.

 


	



	
7.

	
Miscellaneous.






 

7.1          Successors
and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and the respective successors
and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the
parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this
Agreement.



 

12






 





 

7.2          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of
New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any
other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the
state or federal courts sitting in The City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by
law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

 

7.3          Titles
and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing or interpreting this
Agreement.

 

7.4          Notices
.. Any notices, consents, waivers or other communications required
or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party) or
by electronic mail; or (iii) one (1) business day after deposit
with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses, facsimile numbers
and email addresses for such communications shall be:

 

If to the
Company:

 

Friendable,
Inc.

1821 S. Bascom Avenue, Suite 353

Campbell, California 95008 

Attn: Robert A.
Rositano, Jr., CEO

 

with copies (which
shall not constitute notice) to:

 

EAD Law Group,
LLC

8275 S. Eastern, Suite 200

Las Vegas, NV 89123 

Attn: Elaine A.
Dowling, Esq.

 

If to Fan
Pass:

 

Fan Pass,
Inc.

1821 S. Bascom Avenue, Suite 353

Campbell, California 95008 

Attn: Robert A.
Rositano, Jr., CEO

 

with copies (which
shall not constitute notice) to:

 

EAD Law Group,
LLC

8275 S. Eastern, Suite 200

Las Vegas, NV 89123

Attn: Elaine A. Dowling, Esq.

 

If to any
Holders:

 

To the names,
addresses and fax numbers identified below each respective
Party’s signature hereto with copies (which shall not
constitute notice) to:

 

Grushko &
Mittman, P.C.

515 Rockaway Avenue

Valley Stream, NY 11581

Attn: Barbara R. Mittman, Esq.



 

13






 





 

If to a Holder, to
its address, facsimile number and email address set forth on its
signature page hereto, or to such other address, facsimile number
and/or email address and/or to the attention of such other Person
as the recipient party has specified by written notice given to
each other party five (5) days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s
facsimile machine or email containing the time, date, recipient
facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall
be rebuttable evidence of personal service.

 

7.5          Finder’s
Fees. Each party represents that it neither is nor will be
obligated for any finders’ fee or commission in connection
with this transaction. The Company and Fan Pass shall indemnify and
hold harmless the Holders from any liability for any commission or
compensation in the nature of a finders’ fee (and the costs
and expenses of defending against such liability or asserted
liability) for which the Company, Fan Pass or any of their
officers, employees or representatives is responsible.

 

7.6          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, Fan
Pass and all of the Holders. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon Holders, the
Company and Fan Pass, provided that no such amendment shall be
binding on a Holder that does not consent thereto to the extent
such amendment treats such party differently than any party that
does consent thereto.

 

7.7          Severability.
If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall
be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.

 

7.8          Entire
Agreement. This Agreement represents the entire agreement
and understanding between the parties concerning the restructuring
and the other matters described herein and therein and supersedes
and replaces any and all prior agreements and understandings solely
with respect to the subject matter hereof and thereof.

 

7.9          Counterparts.
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.

 

7.10         Interpretation.
Unless the context of this Agreement clearly requires otherwise,
(a) references to the plural include the singular, the singular the
plural, the part the whole, (b) references to any gender include
all genders, (c) “including” has the inclusive meaning
frequently identified with the phrase “but not limited
to” and (d) references to “hereunder” or
“herein” relate to this Agreement.



 

14






 





 

7.11         No
Third Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.

 

7.12         Survival.
The representations, warranties and covenants of the Company, Fan
Pass, the Company Principals, and the Holders contained herein
shall survive the Closing and delivery of the
Securities.

 

7.13         Further
Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates,
instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.

 

7.14         No
Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be
applied against any party.

 

[SIGNATURES ON THE
FOLLOWING PAGES]

 

 

 

 

 

 

 

 



 

15






 





 

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

 


	
 

	
Friendable, Inc.

	
 


	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 


	
 

	
 

	
ROBERT A. ROSITANO
JR.

	
 


	
 

	
Its:

	
CEO

	
 


	
 

	
 

	
 


	
 

	
Fan Pass, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
ROBERT A. ROSITANO
JR.

	
 


	
 

	
Its:

	
CEO

	
 


	
 

	
 

	
 


	
 

	
Alpha Capital Anstalt

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Coventry Enterprises, LLC

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Palladium Capital Advisors,
LLC

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

16






 





 

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

 


	
 

	
Friendable, Inc.

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Fan Pass, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Alpha Capital Anstalt

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
Konrad Ackermann,
Director

	
 


	
 

	
 

	
 

	
 


	
 

	
Coventry Enterprises, LLC

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Palladium Capital Advisors,
LLC

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

17






 





 

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

 


	
 

	
Friendable, Inc.

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Fan Pass, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Alpha Capital Anstalt

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Coventry Enterprises, LLC

	
 


	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Palladium Capital Advisors,
LLC

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

18






 





 

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

 


	
 

	
Friendable, Inc.

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Fan Pass, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Alpha Capital Anstalt

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Coventry Enterprises, LLC

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Palladium Capital Advisors,
LLC

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
Joel
Padowitz

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
Chief Executive
Officer

	
 








 

19






 





 


	
 

	
Michael Finkelstein

	
 


	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
Consultant

	
 


	
 

	
 

	
 


	
 

	
EMA Financial, LLC

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Robert A. Rositano Jr.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 


	
 

	
Its:

	
CEO –
Director

	
 


	
 

	
 

	
 


	
 

	
Dean Rositano

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
CTO –
Director

	
 


	
 

	
 

	
 

	
 


	
 

	
Frank Garcia

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
CFO

	
 








 

20






 





 


	
 

	
Michael Finkelstein

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
EMA Financial, LLC

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 


	
 

	
Its:

	
Jamie
Beitler

	
 


	
 

	
 

	
 


	
 

	
Robert A. Rositano Jr.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Dean Rositano

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Frank Garcia

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

21






 





 


	
 

	
Michael Finkelstein

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
EMA Financial, LLC

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Robert A. Rositano Jr.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 


	
 

	
Its:

	
CEO –
Director

	
 


	
 

	
 

	
 


	
 

	
Dean Rositano

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
CTO –
Director

	
 


	
 

	
 

	
 

	
 


	
 

	
Frank Garcia

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
CFO

	
 








 

22






 





 


	
 

	
Checkmate Mobile, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By: 

	


	
 


	
 

	
 

	
Dean Rositano
–

	
 


	
 

	
Its:

	
CTO

	
 


	
 

	
 

	
 


	
 

	
Barbara R. Mittman

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

23






 





 


	
 

	
Checkmate Mobile, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	
By: 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Its:

	
 

	
 


	
 

	
 

	
 


	
 

	
Barbara R. Mittman

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	
 


	
 

	
Its:

	
 

	
 








 

24






 





 

SCHEDULE A

 


	
Note

	
Issuance

	
Net Principal ($)

	
Int Rate

	
Mat Date


	
Alpha Capital
08-05-15

	
5-Aug-15

	
474,900

	
7%

	
5-Feb-17


	
Alpha Capital
01-27-16

	
27-Jan-16

	
250,000

	
7%

	
27-Jul-17


	
Alpha Capital
03-08-16

	
8-Mar-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
05-17-16

	
17-May-16

	
100,000

	
7%

	
8-Sep-17


	
Alpha Capital
05-19-16

	
19-May-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
06-02-16

	
2-Jun-16

	
160,000

	
7%

	
2-Jun-17


	
Alpha Capital
06-15-16

	
15-Jun-16

	
50,000

	
7%

	
15-Jun-17


	
Alpha Capital
07-07-16

	
7-Jul-16

	
50,000

	
7%

	
8-Sep-17


	
Alpha Capital
08-04-16

	
4-Aug-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
08-15-16

	
15-Aug-16

	
157,000

	
7%

	
8-Sep-17


	
Alpha Capital
09-12-16

	
12-Sep-16

	
83,000

	
7%

	
8-Sep-17


	
Alpha Capital
10-07-16

	
7-Oct-16

	
465,000

	
7%

	
7-Apr-18


	
Alpha Capital
11-07-16

	
7-Nov-16

	
295,000

	
7%

	
7-May-18


	
Alpha Capital
12-12-16

	
12-Dec-16

	
295,000

	
7%

	
12-Jun-18


	
Alpha Capital
01-18-17

	
18-Jan-17

	
295,000

	
7%

	
7-Apr-18


	
Alpha Capital
07-21-17

	
21-Jul-17

	
790,965

	
10%

	
21-Jul-18


	
Alpha Capital
07-21-17

	
14-Aug-18

	
30,000

	
10%

	
31-Dec-18


	
Coventry 02-17-15
a

	
17-Feb-15

	
102,135

	
8%

	
17-Feb-16


	
Coventry 02-17-15
b

	
17-Feb-15

	
5,000

	
8%

	
17-Feb-16


	
Coventry
02-27-15

	
27-Feb-15

	
37,500

	
8%

	
27-Feb-16


	
Coventry 03-19-15
b

	
19-Mar-15

	
53,551

	
8%

	
19-Mar-16


	
Coventry 03-19-15
c

	
19-Mar-15

	
8,000

	
8%

	
19-Mar-16


	
Coventry BE
06-02-15 PF note 05-03-16

	
3-May-15

	
45,965

	
8%

	
3-May-17


	
Coventry
05-11-15

	
11-May-15

	
50,000

	
8%

	
10-May-16


	
Coventry
06-02-15

	
2-Jun-15

	
29,500

	
8%

	
1-Jun-16


	
Coventry 2 -
06-02-15

	
2-Jun-15

	
45,966

	
8%

	
1-Jun-16


	
Coventry Repl
Carebourn 06-02-15

	
2-Jun-15

	
10,000

	
8%

	
1-Jun-16


	
Coventry Repl JABRO
06-02-15

	
2-Jun-15

	
58,540

	
8%

	
1-Jun-16


	
Coventry Repl LG
06-02-15

	
2-Jun-15

	
35,408

	
8%

	
1-Jun-16


	
Coventry Repl Union
06-02-15

	
2-Jun-15

	
20,758

	
8%

	
1-Jun-16


	
Coventry BE
03-27-15 Note 06-11-15

	
11-Jun-15

	
50,000

	
8%

	
10-Jun-16


	
Coventry
06-18-15

	
16-Jun-15

	
30,464

	
8%

	
15-Jun-16


	
Coventry Repl
Carebourn 06-19-15

	
19-Jun-15

	
30,000

	
8%

	
18-Jun-16


	
Coventry Repl LG
06-19-15

	
19-Jun-15

	
35,408

	
8%

	
18-Jun-16


	
Coventry BE
02-27-15 note 06-24-15

	
24-Jun-15

	
37,500

	
8%

	
23-Jun-16


	
Coventry BE
02-12-15 note 06-24-15

	
24-Jun-15

	
35,000

	
8%

	
23-Jun-16


	
Coventry BE
03-12-15 Note 06-24-15

	
24-Jun-15

	
37,500

	
8%

	
23-Jun-16


	
Coventry BE
10-07-14 note 07-07-15

	
7-Jul-15

	
75,000

	
8%

	
7-Oct-15


	
Coventry
08-01-15

	
1-Aug-15

	
17,408

	
8%

	
4-Aug-16


	
Coventry Repl
Carebourn 08-01-15

	
1-Aug-15

	
30,000

	
8%

	
1-Aug-16


	
Coventry Repl LG
08-01-15

	
1-Aug-15

	
35,408

	
8%

	
1-Aug-16


	
Coventry
09-21-15

	
21-Sep-15

	
64,744

	
8%

	
21-Sep-16








 

25






 





 


	
Note

	
Issuance

	
Net Principal ($)

	
Int Rate

	
Mat Date


	
Coventry
03-08-16

	
8-Mar-16

	
90,000

	
7%

	
8-Sep-17


	
Coventry BE
05-11-15 note 05-03-16

	
3-May-16

	
50,000

	
8%

	
3-May-17


	
Coventry
05-03-16

	
3-May-16

	
50,000

	
8%

	
3-May-17


	
Coventry BE
06-02-15 note 05-03-16

	
3-May-16

	
29,500

	
8%

	
3-May-17


	
Coventry
05-24-16

	
24-May-16

	
61,571

	
8%

	
24-May-17


	
Coventry BE
06-19-15 note 05-24-16

	
24-May-16

	
30,464

	
8%

	
24-May-17


	
Coventry
05-26-16

	
26-May-16

	
157,500

	
8%

	
26-May-17


	
Coventry
06-15-16

	
15-Jun-16

	
5,000

	
8%

	
15-Jun-17


	
Coventry
08-04-16

	
4-Aug-16

	
110,000

	
7%

	
4-Aug-17


	
Coventry
08-15-16

	
15-Aug-16

	
157,500

	
7%

	
15-Aug-17


	
Coventry
09-08-16

	
8-Sep-16

	
80,000

	
7%

	
8-Sep-17


	
Coventry
11-11-16

	
11-Nov-16

	
80,000

	
7%

	
11-Nov-17


	
Coventry
12-06-16

	
6-Dec-16

	
88,000

	
7%

	
6-Dec-17


	
Coventry
01-09-17

	
9-Jan-17

	
84,000

	
7%

	
9-Jan-18


	
Coventry
03-13-17

	
3-Mar-17

	
32,000

	
7%

	
3-Mar-18


	
Coventry
04-07-17

	
7-Apr-17

	
25,000

	
8%

	
7-Apr-18


	
Coventry
05-03-17

	
3-May-17

	
27,000

	
8%

	
3-May-18


	
Coventry
06-02-17

	
2-Jun-17

	
27,000

	
8%

	
2-Jun-18


	
EMA
02-02-17

	
2-Feb-17

	
90,198.25

	
8%

	
2-Feb-17


	
EMA
03-15-17

	
15-Mar-17

	
96,000

	
8%

	
15-Mar-18


	
EMA
05-05-17

	
5-May-17

	
30,000

	
8%

	
5-May-18


	
Palladium Capital
08-05-15

	
5-Aug-15

	
18,750

	
7%

	
5-Feb-17


	
Palladium Capital
01-26-2016

	
27-Jan-16

	
18,750

	
7%

	
27-Jul-17


	
Palladium Capital
03-08-16

	
8-Mar-16

	
5,000

	
7%

	
8-Sep-17


	
Palladium Capital
05-17-16

	
17-May-16

	
2,500

	
7%

	
8-Sep-17


	
Palladium Capital
05-19-16

	
19-May-16

	
2,750

	
7%

	
8-Sep-17


	
Palladium Capital
06-02-16

	
2-Jun-16

	
4,000

	
7%

	
2-Jun-17


	
Palladium Capital
06-15-16

	
15-Jun-16

	
1,250

	
7%

	
15-Jun-17


	
Palladium Capital
07-08-16

	
7-Jul-16

	
1,250

	
7%

	
8-Sep-17


	
Palladium Capital
08-04-16

	
4-Aug-16

	
2,750

	
7%

	
8-Sep-17


	
Palladium Capital
08-15-16

	
15-Aug-16

	
3,925

	
7%

	
8-Sep-17


	
Palladium Capital
09-12-16

	
12-Sep-16

	
2,075

	
7%

	
8-Sep-17


	
Palladium Capital
07-31-17

	
21-Jul-17

	
24,000

	
10%

	
21-Jul-18


	
Barbara Mittman
01-02-19

	
02-Jan-19

	
10,000

	
10%

	
31-Dec-19


	
Michael Finkelstein
01-02-19

	
02-Jan-19

	
10,000

	
10%

	
31-Dec-19


	
 

	
 

	
 

	
 

	
 


	
Total

	
 

	
6,314,353

	
 

	
 


	
 

	
 

	
 

	
 

	
 






Post-Split Shares
of the Company’s Common stock to be issued upon mandatory
conversion of the Notes:

 


	
Alpha
Capital Anstalt

	
3,244,572
shares


	
Coventry
Enterprises,

	
1,808,017
shares


	
EMA
Financial , LLC

	
250,000
shares


	
Michael
Finkelstein

	
200,000
shares


	
Palladium
Capital Advisors, LLC

	
200,000
shares


	
Barbara
R. Mittman

	
200,000
shares








 

26






 





 

SCHEDULE B

 


	

Fan Pass Cap
Table

	

Ownership
Shares

	

%

	

DATE
RECEIVED


	
Alpha
Capital

	
1,800,000

	
11.5%

	
10/04/18


	
Barbara
Mittman

	
800,000

	
5.1%

	
7/13/18


	
Palladium

	
800,000

	
5.1%

	
7/16/18


	
Steve
Prust

	
600,000

	
3.8%

	
7/30/18


	
J.P. Carey,
INC

	
75,000

	
0.5%

	
8/20/18


	
Stuart Lane /
Global Discovery Group

	
75,000

	
0.5%

	
8/28/18


	
Nolan
Quan

	
1,650,000

	
10.5%

	
8/23/18


	
JRT Properties,
LLC

	
1,900,000

	
12.1%

	
8/23/18


	
Konsultere,
LLC

	
150,000

	
1.0%

	
8/22/18


	
World Market
Ventures

	
250,000

	
1.6%

	
8/16/18


	
Robert
Rositano

	
1,225,000

	
7.8%

	
8/28/18


	
Dean
Rositano

	
1,981,000

	
12.7%

	
8/28/18


	
Frank
Garcia

	
696,000

	
4.4%

	
8/16/18


	
Michael
Finklestein

	
300,000

	
1.9%

	
8/30/18


	
EMA

	
400,000

	
2.6%

	
9/13/18


	
Coventry

	
400,000

	
2.6%

	
9/13/18


	
Larry
Hylton

	
400,000

	
2.6%

	
8/21/18


	
Integrity

	
74,000

	
0.5%

	
 


	
Ovlia
Santiago

	
74,000

	
0.5%

	
8/14/18


	
Proposed Friendable
Distribution

	
2,000,000

	
12.8%

	
 


	

TOTAL

	

15,650,000

	

100.0%

	
 


	
 


	

Preferred
Shares

	

Name


	
Preferred A Shares

	
480

 

	
Alpha Capital


	
Preferred B Shares

	
1

	
Originally purchased by
Michael Finklestien, was cancelled and returned to the company and
re-purchased by Robert A Rositano Jr








 

27






 





 

SCHEDULE C

 

Vendors and Employees – Current
Debt

 

See
Attached

 

 

 

 

 

 

 

 

 

 

 

 

 



 

28






 





 

EXHIBIT C

 


	

DEBT
HOLDER

	

WRITE OFF
AMOUNT


	
Checkmate Mobile
INC

	
600,000


	
Robert
Rositano

	
175,000


	
Dean
Rositano

	
175,000


	
Frank
Garcia

	
50,000


	

TOTAL

	

1,000,000






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

29






 





 


February 28, 2019

 

Friendable,
Inc.

1821 S. Bascom Ave.

Campbell, Ca 95008

 

Att: Frank Garcia – CFO

RE: Robert A. Rositano
Jr./Debt Write Off

 

Frank,

 

Please allow this
letter to serve as confirmation that a portion of monies owed to me
personally, by Friendable is to be written off. I, Robert A.
Rositano Jr. deem $175,000 of current monies owed un-collectible
and as such will be relieving Friendable, Inc. of $175,000 in debt
or accounts payable.

 

Thank
you,

 



 

Robert A. Rositano
Jr.

CEO – Friendable, Inc.

Robert@friendable.com

855-473-7473

 



 

30






 





 

February 28, 2019

 

Friendable,
Inc.

1821 S. Bascom Ave.

Campbell, Ca 95008

 

Att: Frank Garcia – CFO

RE: Dean Rositano/Debt Write
Off

 

Frank,

 

Please allow this
letter to serve as confirmation that a portion of monies owed to me
personally, by Friendable is to be written off. I, Dean Rositano
deem $175,000 of current monies owed un-collectible and as such
will be relieving Friendable, Inc. of $175,000 in debt or accounts
payable.

 

Thank
you,

 



 

Dean Rositano

President/CTO – Friendable, Inc.

dean@friendable.com

855-473-7473 xt. 702

 



 

31






 





 

February 28,
2019

 

Friendable,
Inc.

1821 S. Bascom Ave.

Campbell, Ca 95008

 

Att: Robert Rositano –
CEO

 

RE: Frank
Garcia/Debt Write Off

 

Robert,

 

Please allow this
letter to serve as confirmation that a portion of monies owed to me
personally, by Friendable is to be written off. I, Frank Garcia
deem $50,000 of current monies owed un-collectible and as such will
be relieving Friendable, Inc. of $50,000 in debt or accounts
payable.

 

Thank
you,

 



 

Frank
Garcia

 



 

32






 





 


	
CREDIT MEMO

 

Date:
2/28/2019

Credit #011

 

	







 


	
Checkmate
Mobile, Inc.

	

TO 

	
Frank
Garcia

	

JOB 

	
Past
Due - Hosting and Software


	
Phone:
800-263-5547

	
 

	
Friendable,
Inc

	
 

	
Development
fees forgiveness


	
Fax:
408-547-0110

	
 

	
Phone:
855-473-7473

	
 


	
 

	
 

	
Customer
ID: Friendable

	
 






 


	

QUANTITY

	

ITEM #

	

DESCRIPTION

	

UNIT PRICE

	

LINE TOTAL


	
1

	
Credit

	
Write off and
reduction in total amounts owed, due to uncollectible debt. Credit
will be applied to the oldest invoices first.

	
-600,000

	
-600,000


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

SUBTOTAL

	
-600,000.00


	
 

	
 

	
 

	

SALES TAX

	
0


	
 

	
 

	
 

	

TOTAL

	
-600,000.00






 



 

33






 





 

EXHIBIT D

 

Rights
to Shares Agreement

 

See
Attached.

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

34






 





 

RIGHT TO SHARES AGREEMENT

 

This Right to
Shares Agreement, dated and effective as of March ___, 2019
(“Agreement”) constitutes
an agreement between Friendable, Inc., a Nevada corporation (the
“Company”) and the parties identified on the signature
page hereto (each a “Holder” and collectively,
“Holders”).

 

WHEREAS, on the
dates and in the principal amounts set forth on Schedule A hereto, the Company entered
into securities purchase agreements (collectively,
“Purchase
Agreements”) with each of the Holders separately
pursuant to which Company issued to the Holders convertible notes
(each a “Note” collectively the “Notes”) convertible into
$0.00001 par value common stock of the Company (the
“Common
Stock”) as per the terms therein; and

 

WHEREAS, on March
__, 2019, the Company
and Holders entered into that certain Debt Restructuring Agreement
(” Restructuring
Agreement”) providing for, among other things, the
mandatory conversion of Holders’ debt into shares of the
Company’s Common Stock as well as the issuance of shares of
Common Stock to certain of the Holders in the amounts described on
Schedule A hereto
(“Restructuring
Agreement”); and

 

WHEREAS, on the
Closing Date as defined in the Restructuring Agreement, the Holders
will convert all the Notes into such number shares of Common Stock
as set out in the Restructuring Agreement, attached hereto (the
“Shares”);
and

 

WHEREAS, the
application of certain beneficial ownership limitations with regard
to each of the Notes restricts the receipt by each Holder of more
than 4.99% of the Company’s outstanding Common Stock as
described in the Notes (the “Beneficial Ownership
Limitation”); and

 

WHEREAS, in lieu of
issuing all of the Shares upon Closing (as defined in the
Restructuring Agreement), the Company and the Holders have agreed
to enter into this Agreement whereby the Company will, upon the
Closing of the Restructuring Agreement , issue to each Holder not
more than 4.99% of the Company’s outstanding shares at the
time of issuance, the exact share number will be provided by each
Holder to the Company upon Closing , and subject to the terms and
conditions set forth herein, from time to time, the Company shall
be obligated to issue to each of the Holders and each of the
Holders shall have the right to the issuance of up to the aggregate
of Shares set forth on Schedule A of the Restructuring Agreement,
subject to adjustment hereunder and in the Restructuring Agreement
(the “Reserved
Shares” and such right of each Holder, the
“Right”).

 

NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and
intending to be legally bound, the parties hereto agree as
follows:

 

Section
1.              Definitions.
Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Purchase Agreements, Notes, and, or
Restructuring Agreement and other instruments governing the
Notes.

 

Section
2.              Issuance,
Delivery and Limitations.

 

Section
2.1            Issuance
of Right in Lieu of Share Issuance. In the event that the
Reserved Shares amount Holder is entitled to is above the 4.99% cap
referenced above, in lieu of issuing all of the Reserved Shares to
the Holders on the Closing Date pursuant to the Restructuring
Agreement, the Company hereby grants the Right to each Holder, but
will initially deliver only such number of Reserved Shares equal to
but not exceeding 4.99% of the Company’s shares outstanding.
The Company and the Holders hereby agree that no additional
consideration is payable in connection with the issuance of the
Reserved Shares.



 

35






 





 

Section
2.2            Right
of Issuance of Shares. Subject to the terms hereof, the
exercise of the Right may be made, in whole or in part, at any time
from time to time on or after the Closing of the Restructuring
Agreement by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to
the registered Holder at the address of the Holder appearing on the
books of the Company) of a duly executed facsimile or email copy of
the Notice of Issuance Form annexed hereto as Exhibit A. Partial exercises of the
Right resulting in issuances of a portion of the total number of
Reserved Shares each Holder is entitled to hereunder shall have the
effect of lowering the outstanding number of Reserved Shares
hereunder in an amount equal to the applicable number of Reserved
Shares issued. Each of the Holders and the Company shall maintain
records showing the number of Reserved Shares issued and the date
of such issuances. The Company shall deliver any objection to any
Notice of Issuance Form within one (1) Business Day of receipt of
such notice.

 

Section
2.3            Delivery
of Certificates. Certificates for the Reserved Shares issued
hereunder shall be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s prime broker with
The Depository Trust Company through its Deposit or Withdrawal at
Custodian system (“DWAC”) by the date that
is three (3) Trading Days after the delivery to the Company of the
Notice of Issuance (such date, the “Share Delivery Date”).
The Reserved Shares shall be deemed to have been issued, and such
Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such Reserved Shares
for all purposes, as of the date the Right has been exercised. The
Reserved Shares upon issuance will be unlegended free-trading and
not subject to transfer restrictions. The Company will provide to
the Transfer Agent (and any successor to the Transfer Agent) at its
own expense any legal opinion requested or required by Transfer
Agent to effectuate the issuance of the Reserved Shares without any
legend as above described.

 

Section
2.4            Charges,
Taxes and Expenses. Issuance of certificates for Reserved
Shares shall be made without charge to such Holder for any issue or
transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name
of such Holder. The Company shall pay all Transfer Agent fees
required for same-day processing of any Notice of Issuance or
Conversions.

 

Section
2.5            Authorized
Shares. The Company covenants that, during the period the
Right is outstanding, it will for each Holder reserve from its
authorized and unissued Common Stock a sufficient number of shares
to provide for the issuance of the Reserved Shares upon the
exercise of the Right. The Company further covenants that its entry
into this Agreement shall constitute full authority to its officers
who are charged with the duty of authorizing the issuance of the
stock certificates to execute and issue the necessary certificates
for the Reserved Shares upon the due exercise of the Right. The
Company will take all such reasonable action as may be necessary to
assure that such Reserved Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may
be listed. The Company covenants that all Reserved Shares which may
be issued upon the exercise of the Right represented by this
Agreement will, upon exercise of the Right, be duly authorized,
validly issued, fully paid and nonassessable and free from all
taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).

 

Section
2.6            Impairment.
Except and to the extent as waived or consented to by each Holder,
the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any
of the terms of this Agreement, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the
rights of such Holder as set forth in this Agreement against
impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Reserved Shares
above the par value in effect on the date of this Agreement, (ii)
take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and
nonassessable Reserved Shares upon the exercise of the Right and
(iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this
Agreement.



 

36






 





 

Section
2.7            Authorizations.
Before taking any action which would result in an adjustment in the
number of Reserved Shares for which the Right provides, the Company
shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

 

Section
2.8            Holder’s
Limitations. Each Holder shall not have the right to
exercise any portion of the Right, to the extent that after giving
effect to such issuance after exercise as set forth on the
applicable Notice of Issuance, such Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group
together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership
Limitation.

 

Section
2.9            Legal
Opinion. The Company will provide an opinion of its counsel,
at Company’s cost, provided however, that any of the Holders
may in its sole discretion require the Company to provide an
opinion of counsel at Company’s cost as may be required by
the Company’s transfer agent confirming the commencement date
of the holding period of the Reserved Shares as determined pursuant
to Rule 144 as having commenced on the initial issue and/or closing
dates of the Notes, and will provide at its own cost and expense
such other opinions of its counsel and representations as may be
required or necessary in the future in connection with the issuance
and resales of the Reserved Shares.

 

Section
2.10         Closing
of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of the
Right, pursuant to the terms hereof.

 

Section
2.11          Benefit
of Contractual Rights. Subject to Section 2.12 of this
Agreement, all contractual rights and benefits granted to the
Holders under the Purchase Agreements and Restructuring Agreement
are hereby granted to each Holder with respect to the Reserved
Shares as if the Holder actually held the Reserved
Shares.

 

Section
2.12          No
Rights as Stockholder Until Exercise. With respect to the
Reserved Shares, this Agreement does not entitle each Holder to any
voting rights, or other rights as a holder of Common Stock of the
Company prior to the exercise of the right to the extent possessing
such rights would cause each Holder to exceed the Beneficial
Ownership Limitation. It is the purpose of this Agreement that each
Holder not be deemed the beneficial owner of Common Stock in excess
of the Beneficial Ownership Limitation. To the extent not available
prior to the exercise of the Right, each Holder shall have all of
the rights of a Purchaser of Shares under the Notes and
Restructuring Agreement and the Reserved Shares will be deemed
Shares with respect to the amount of Reserved Shares demanded in a
Notice of Issuance.

 

Section
3.              Dilution
Protection and Liquidated Damages.

 

Section
3.1            Stock
Dividends and Splits. Except for the Reverse Stock Split, if
the Company, at any time while the Right exists: (i) pays a stock
dividend or otherwise makes a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues by reclassification of shares of the Common Stock
any shares of capital stock of the Company, then in each case the
number of Reserved Shares issuable upon exercise of the Right shall
be proportionately adjusted. Any adjustment made pursuant to this
Section 3.1 shall become effective immediately upon the record date
for the determination of stockholders entitled to receive such
dividend or distribution (provided that if the declaration of such
dividend or distribution is rescinded or otherwise cancelled, then
such adjustment shall be reversed upon notice to each Holder of the
termination of such proposed declaration or distribution as to any
unexercised portion of the Right at the time of such rescission or
cancellation) and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.



 

37






 





 

Section
3.2           Compensation
for Buy-In on Failure to Timely Deliver Certificates. In
addition to any other rights available to the Holders, if the
Company fails to cause the Transfer Agent to transmit to such
Holder a certificate or the certificates (or credit via DWAC)
representing the Reserved Shares pursuant to an exercise on or
before the Share Delivery Date, and if after such date and prior to
the delivery of such certificate or certificates the Holder is
required to purchase (in an open market transaction or otherwise)
or the Holder’s broker otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the
Reserved Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the
Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the
number of Reserved Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2)
the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder,
either reinstate the portion of the Right and equivalent number of
Reserved Shares for which such exercise was not honored (in which
case such exercise shall be deemed rescinded, and such Holder shall
promptly return to the Company the certificates issued to such
Holder pursuant to the rescinded Notice of Issuance) or deliver to
the Holder the number of shares of Common Stock that would have
been issued had the Company timely complied with its exercise and
delivery obligations hereunder. For example, if a Holder purchases
Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of
such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Right as required
pursuant to the terms hereof.

 

Section
3.3           Subsequent
Rights Offerings. If Section 3.1 above does not apply, if at
any time the Company grants, issues or sells any Common Stock
Equivalents or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of
shares of Common Stock (the “Purchase Rights”), then
each Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such
Holder could have acquired if the Holder had held the number of
shares of Common Stock acquirable upon complete exercise of the
Right (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights (provided, however, to the extent that the
Holder’s right to participate in any such Purchase Right
would result in such Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in
such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such
extent) and such Purchase Right to such extent shall be held in
abeyance for the Holder until such time, if ever, as its right
thereto would not result in such Holder exceeding the Beneficial
Ownership Limitation).



 

38






 





 

Section
3.4           Notice
to Allow Exercise of Right. If (A) the Company shall declare
a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of Common Stock, (C) the Company
shall authorize the granting to all holders of Common Stock rights,
or Notes to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders
of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger
to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory
share exchange whereby the Common Stock is converted into other
securities, cash or property, or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder at least 10 calendar days
prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. Holders shall remain entitled to
exercise the Right during the period commencing on the date of such
notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.

 

Section
4.              Miscellaneous.

 

Section
4.1           Transferability.
Subject to compliance with any applicable securities laws and to
the provisions of the Purchase Agreement and Restructuring
Agreement, the Right and all rights hereunder (including, without
limitation, any registration rights if applicable) are
transferable, in whole or in part, upon written assignment
substantially in the form attached hereto duly executed by Holders
or their agents or attorneys and funds sufficient to pay any
transfer taxes payable upon the making of such transfer of this
Agreement delivered to the principal office of the Company or its
designated agent. Upon such assignment and, if required, such
payment, the Company shall enter into a new agreement with the
assignee or assignees, as applicable, and this Agreement shall
promptly be cancelled. The Right, if properly assigned in
accordance herewith, may be exercised by a new holder for the issue
of Reserved Shares without having a new agreement
executed.

 

Section
4.2           Nonwaiver
and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holders shall
operate as a waiver of such right or otherwise prejudice each of
the Holder’s rights, powers or remedies.

 

[SIGNATURE PAGE FOLLOWS]



 

39






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	


	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
By: Joel
Padowitz

	
 

	
By: Jamie
Beitler


	
Its: Chief
Executive Officer

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	
By:

	
 

	
BARBARA R.
MITTMAN


	
Its:

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	
By: Robert
Rositano

	
 


	
Its:
CEO

	
 








 

40






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
 

	
 

	
   


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By: Jamie
Beitler


	
Its:
Director

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	
By:

	
 

	
BARBARA R.
MITTMAN


	
Its:

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	
By: Robert
Rositano

	
 


	
Its:
CEO

	
 








 

41






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	


	
 

	
 


	
By: Joel
Padowitz

	
 

	
By: Jamie
Beitler


	
Its: Chief
Executive Officer

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	
By:

	
 

	
BARBARA R.
MITTMAN


	
Its:

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	
By: Robert
Rositano

	
 


	
Its:
CEO

	
 








 

42






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By: Jamie
Beitler


	
Its:
Director

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	


	
 

	



	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	


	
 

	



	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	


	
 

	
 


	
By: Dean Rositano
–

	
 

	
BARBARA R.
MITTMAN


	
Its: Press -
CTO

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	


	
 


	
By: Robert Rositano
Jr.

	
 


	
Its:
CEO

	
 








 

43






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
 

	
 

	
    


	
By: Konrad
Ackermann

	
 

	
By: Jamie
Beitler


	
Its:
Director

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	
By:

	
 

	
BARBARA R.
MITTMAN


	
Its:

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	
By: Robert
Rositano

	
 


	
Its:
CEO

	
 








 

44






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By: Jamie
Beitler


	
Its:
Director

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	
 

	
 

	



	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	


	
 

	



	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	


	
 

	
 


	
By: Dean Rositano
–

	
 

	
BARBARA R.
MITTMAN


	
Its: Press -
CTO

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	


	
 


	
By: Robert Rositano
Jr.

	
 


	
Its:
CEO

	
 








 

45






 





 

IN WITNESS WHEREOF,
the parties hereto have caused this Right to Shares Agreement to be
duly executed by their respective authorized signatories as of the
date first indicated above.

 

HOLDER

 


	
ALPHA CAPITAL
ANSTALT

	
 

	
COVENTRY
ENTERPRISES, LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By:


	
Its:
Director

	
 

	
Its:


	
 

	
 

	
 


	
PALLADIUM CAPITAL
ADVISORS, LLC

	
 

	
EMA FINANCIAL,
LLC


	
 

	
 

	
 


	
By: Konrad
Ackermann

	
 

	
By: Jamie
Beitler


	
Its:
Director

	
 

	
Its: Authorized
Signatory


	
 

	
 

	
 


	


	
 

	



	
MICHAEL
FINKELSTEIN

	
 

	
ROBERT A. ROSITANO
JR.


	
 

	
 

	
 


	


	
 

	



	
DEAN
ROSITANO

	
 

	
FRANK
GARCIA


	
 

	
 

	
 


	
CHECKMATE MOBILE,
INC.

	
 

	
 


	
 

	
 

	
 


	


	
 

	



	
By: Dean Rositano
–

	
 

	
BARBARA R.
MITTMAN


	
Its: Press -
CTO

	
 

	
 


	
 

	
 

	
 






COMPANY

 


	
FRIENDABLE,
INC.

	
 


	
 

	
 


	


	
 


	
By: Robert Rositano
Jr.

	
 


	
Its:
CEO

	
 








 

46






 





 

EXHIBIT A

 

NOTICE OF ISSUANCE

 

TO:         
FRIENDABLE, INC.

 

(1) The
undersigned hereby elects in accordance with the terms and
conditions of the Right to Shares Agreement, dated as of March ___,
2019 (the “Right to
Shares Agreement”), to exercise its Right to the
issuance of ________ Reserved Shares of the Common Stock of
FRIENDABLE, INC. (the “Company”) pursuant to the
terms of the Right to Shares Agreement.

 

(2) Please
issue a certificate or certificates representing said Reserved
Shares in the name of the undersigned registered holder or in such
other name as is specified below:

 

_______________________________

 

(3) The
Reserved Shares shall be delivered by physical delivery of a
certificate to:

 

_______________________________

 

_______________________________

 

_______________________________

 

(4) The
Reserved Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:

 

_______________________________

 

_______________________________

 

_______________________________

 

(5) Accredited
Investor. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.

 

__________________________________________________

[SIGNATURE OF
HOLDER]

 

Name of Registered
Holder:
_________________________________________________________________________

Signature of Authorized Signatory of
Registered Holder:
__________________________________________________

Name of Authorized
Signatory:
__________________________________________________________________

Title of Authorized
Signatory:
___________________________________________________________________

Date:
______________________________________________________________________________________



 

47






 





 

SCHEDULE A

 


	
Note

	
Issuance

	
Net Principal ($)

	
Int Rate

	
Mat Date


	
Alpha Capital
08-05-15

	
5-Aug-15

	
474,900

	
7%

	
5-Feb-17


	
Alpha Capital
01-27-16

	
27-Jan-16

	
250,000

	
7%

	
27-Jul-17


	
Alpha Capital
03-08-16

	
8-Mar-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
05-17-16

	
17-May-16

	
100,000

	
7%

	
8-Sep-17


	
Alpha Capital
05-19-16

	
19-May-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
06-02-16

	
2-Jun-16

	
160,000

	
7%

	
2-Jun-17


	
Alpha Capital
06-15-16

	
15-Jun-16

	
50,000

	
7%

	
15-Jun-17


	
Alpha Capital
07-07-16

	
7-Jul-16

	
50,000

	
7%

	
8-Sep-17


	
Alpha Capital
08-04-16

	
4-Aug-16

	
110,000

	
7%

	
8-Sep-17


	
Alpha Capital
08-15-16

	
15-Aug-16

	
157,000

	
7%

	
8-Sep-17


	
Alpha Capital
09-12-16

	
12-Sep-16

	
83,000

	
7%

	
8-Sep-17


	
Alpha Capital
10-07-16

	
7-Oct-16

	
465,000

	
7%

	
7-Apr-18


	
Alpha Capital
11-07-16

	
7-Nov-16

	
295,000

	
7%

	
7-May-18


	
Alpha Capital
12-12-16

	
12-Dec-16

	
295,000

	
7%

	
12-Jun-18


	
Alpha Capital
01-18-17

	
18-Jan-17

	
295,000

	
7%

	
7-Apr-18


	
Alpha Capital
07-21-17

	
21-Jul-17

	
790,965

	
10%

	
21-Jul-18


	
Alpha Capital
07-21-17

	
14-Aug-18

	
30,000

	
10%

	
31-Dec-18


	
Coventry 02-17-15
a

	
17-Feb-15

	
102,135

	
8%

	
17-Feb-16


	
Coventry 02-17-15
b

	
17-Feb-15

	
5,000

	
8%

	
17-Feb-16


	
Coventry
02-27-15

	
27-Feb-15

	
37,500

	
8%

	
27-Feb-16


	
Coventry 03-19-15
b

	
19-Mar-15

	
53,551

	
8%

	
19-Mar-16


	
Coventry 03-19-15
c

	
19-Mar-15

	
8,000

	
8%

	
19-Mar-16


	
Coventry BE
06-02-15 PF note 05-03-16

	
3-May-15

	
45,965

	
8%

	
3-May-17


	
Coventry
05-11-15

	
11-May-15

	
50,000

	
8%

	
10-May-16


	
Coventry
06-02-15

	
2-Jun-15

	
29,500

	
8%

	
1-Jun-16


	
Coventry 2 -
06-02-15

	
2-Jun-15

	
45,966

	
8%

	
1-Jun-16


	
Coventry Repl
Carebourn 06-02-15

	
2-Jun-15

	
10,000

	
8%

	
1-Jun-16


	
Coventry Repl JABRO
06-02-15

	
2-Jun-15

	
58,540

	
8%

	
1-Jun-16


	
Coventry Repl LG
06-02-15

	
2-Jun-15

	
35,408

	
8%

	
1-Jun-16


	
Coventry Repl Union
06-02-15

	
2-Jun-15

	
20,758

	
8%

	
1-Jun-16


	
Coventry BE
03-27-15 Note 06-11-15

	
11-Jun-15

	
50,000

	
8%

	
10-Jun-16


	
Coventry
06-18-15

	
16-Jun-15

	
30,464

	
8%

	
15-Jun-16


	
Coventry Repl
Carebourn 06-19-15

	
19-Jun-15

	
30,000

	
8%

	
18-Jun-16


	
Coventry Repl LG
06-19-15

	
19-Jun-15

	
35,408

	
8%

	
18-Jun-16


	
Coventry BE
02-27-15 note 06-24-15

	
24-Jun-15

	
37,500

	
8%

	
23-Jun-16


	
Coventry BE
02-12-15 note 06-24-15

	
24-Jun-15

	
35,000

	
8%

	
23-Jun-16


	
Coventry BE
03-12-15 Note 06-24-15

	
24-Jun-15

	
37,500

	
8%

	
23-Jun-16


	
Coventry BE
10-07-14 note 07-07-15

	
7-Jul-15

	
75,000

	
8%

	
7-Oct-15


	
Coventry
08-01-15

	
1-Aug-15

	
17,408

	
8%

	
4-Aug-16


	
Coventry Repl
Carebourn 08-01-15

	
1-Aug-15

	
30,000

	
8%

	
1-Aug-16


	
Coventry Repl LG
08-01-15

	
1-Aug-15

	
35,408

	
8%

	
1-Aug-16


	
Coventry
09-21-15

	
21-Sep-15

	
64,744

	
8%

	
21-Sep-16








 

48






 





 


	
Note

	
Issuance

	
Net Principal ($)

	
Int Rate

	
Mat Date


	
Coventry
03-08-16

	
8-Mar-16

	
90,000

	
7%

	
8-Sep-17


	
Coventry BE
05-11-15 note 05-03-16

	
3-May-16

	
50,000

	
8%

	
3-May-17


	
Coventry
05-03-16

	
3-May-16

	
50,000

	
8%

	
3-May-17


	
Coventry BE
06-02-15 note 05-03-16

	
3-May-16

	
29,500

	
8%

	
3-May-17


	
Coventry
05-24-16

	
24-May-16

	
61,571

	
8%

	
24-May-17


	
Coventry BE
06-19-15 note 05-24-16

	
24-May-16

	
30,464

	
8%

	
24-May-17


	
Coventry
05-26-16

	
26-May-16

	
157,500

	
8%

	
26-May-17


	
Coventry
06-15-16

	
15-Jun-16

	
5,000

	
8%

	
15-Jun-17


	
Coventry
08-04-16

	
4-Aug-16

	
110,000

	
7%

	
4-Aug-17


	
Coventry
08-15-16

	
15-Aug-16

	
157,500

	
7%

	
15-Aug-17


	
Coventry
09-08-16

	
8-Sep-16

	
80,000

	
7%

	
8-Sep-17


	
Coventry
11-11-16

	
11-Nov-16

	
80,000

	
7%

	
11-Nov-17


	
Coventry
12-06-16

	
6-Dec-16

	
88,000

	
7%

	
6-Dec-17


	
Coventry
01-09-17

	
9-Jan-17

	
84,000

	
7%

	
9-Jan-18


	
Coventry
03-13-17

	
3-Mar-17

	
32,000

	
7%

	
3-Mar-18


	
Coventry
04-07-17

	
7-Apr-17

	
25,000

	
8%

	
7-Apr-18


	
Coventry
05-03-17

	
3-May-17

	
27,000

	
8%

	
3-May-18


	
Coventry
06-02-17

	
2-Jun-17

	
27,000

	
8%

	
2-Jun-18


	
EMA
02-02-17

	
2-Feb-17

	
90,198.25

	
8%

	
2-Feb-17


	
EMA
03-15-17

	
15-Mar-17

	
96,000

	
8%

	
15-Mar-18


	
EMA
05-05-17

	
5-May-17

	
30,000

	
8%

	
5-May-18


	
Palladium Capital
08-05-15

	
5-Aug-15

	
18,750

	
7%

	
5-Feb-17


	
Palladium Capital
01-26-2016

	
27-Jan-16

	
18,750

	
7%

	
27-Jul-17


	
Palladium Capital
03-08-16

	
8-Mar-16

	
5,000

	
7%

	
8-Sep-17


	
Palladium Capital
05-17-16

	
17-May-16

	
2,500

	
7%

	
8-Sep-17


	
Palladium Capital
05-19-16

	
19-May-16

	
2,750

	
7%

	
8-Sep-17


	
Palladium Capital
06-02-16

	
2-Jun-16

	
4,000

	
7%

	
2-Jun-17


	
Palladium Capital
06-15-16

	
15-Jun-16

	
1,250

	
7%

	
15-Jun-17


	
Palladium Capital
07-08-16

	
7-Jul-16

	
1,250

	
7%

	
8-Sep-17


	
Palladium Capital
08-04-16

	
4-Aug-16

	
2,750

	
7%

	
8-Sep-17


	
Palladium Capital
08-15-16

	
15-Aug-16

	
3,925

	
7%

	
8-Sep-17


	
Palladium Capital
09-12-16

	
12-Sep-16

	
2,075

	
7%

	
8-Sep-17


	
Palladium Capital
07-31-17

	
21-Jul-17

	
24,000

	
10%

	
21-Jul-18


	
Barbara Mittman
01-02-19

	
02-Jan-19

	
10,000

	
10%

	
31-Dec-19


	
Michael Finkelstein
01-02-19

	
02-Jan-19

	
10,000

	
10%

	
31-Dec-19


	
 

	
 

	
 

	
 

	
 


	
Total

	
 

	
6,314,353

	
 

	
 









 

49