Exhibit 10.1


 





 





 



 


April
11, 2019


 


SOCIAL
LIFE NETWORK INC.,


 


Triton
Funds was founded by three undergraduate students from the University of California, San Diego and California State University,
Northridge. Our journey started with a simple conversation amongst ourselves about possible careers available to us in the finance
field. We concluded that our schools were not target universities for the private equity and venture capitalist industry. As a
result, we have embarked on a mission to provide opportunities to our fellow peers and campuses in this highly competitive space
of PE/VC. We reached out to local investors to help us fund our initiative and create Triton Funds: providing real-world experience
for students to invest real dollars into real companies. The response we received from local San Diego and Northridge investors
and mentors has been amazing. However, we would like to grow this opportunity beyond the boundaries of our respective campuses,
and someday offer the Triton experience to other undergraduates across the nation who like us, never would have the opportunity
to work in the PE/VC space. In order to complete this vision, we have decided to call on publicly traded companies who support
our student initiative to help us grow our operations, by donating shares to our effort. All of our share donations are used to
enhance the student learning curve whether to purchase materials, help pay for overhead, or even contribute to scholarship opportunities.


 


This
letter is subject to the parties entering this Share Donation Agreement:


 


	Between	SOCIAL
    LIFE NETWORK INC. (Symbol: WDLF the “Donor”)
	 	 
	And	TRITON
    FUNDS LLC (the “Recipient”)
	 	 
	Securities	Common
    Stock w/ registration rights
	 	 
	Number
    of Shares	300,000




 


	 	Donor:
    
	 	 
	 	Ken
    Tapp / CEO
	 	/s/
    Ken Tapp
	 	SOCIAL
    LIFE NETWORK INC
	 	 
	 	Recipient:
	 	 
	 	/s/
    Yash Thukral
	 	TRITON
    FUNDS LLC


 


 


 


 


 


 


 


 


 


 


 





 



 


1262
Prospect Street, La Jolla, California 92037 

858.768.0001 – tritonfunds@tritonfunds.com
– www.tritonfunds.com


 



     


     


    

 


COMMON
STOCK PURCHASE AGREEMENT


 


This
common stock purchase agreement is entered into as of April 11, 2019 (this “Agreement”), by and between SOCIAL
LIFE NETWORK INC., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership
(the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time
to time, as provided herein, and the Company shall issue and sell Seven Hundred and Fifty Thousand Dollars ($750,000) of the Company’s
Common Stock (as defined below);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Break
Up Fee” shall have the meaning specified in Section 2.2


 


“Business
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Claim Notice” shall
have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees, excluding commissions.


 


“Clearing
Date” shall be the date on which the Investor receives the Purchase Notice Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


 


“Closing
Date” shall mean the date that is five (5) Business Days after the Clearing Date.


 


“Commitment
Amount” shall mean Seven Hundred and Fifty Thousand Dollars ($750,000).


 


“Commitment
Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the
Investor shall have purchased Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount, (ii) December
31, 2019, or (iii) written notice of termination by the Company to the Investor upon a material breach of this Agreement by Investor.


 






     


     


    

 


“Common
Stock” shall mean the Company’s common stock, $0.001 value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“Document
Preparation Fee” shall mean $15,000 in cash payable by the Company to the Investor upon execution of the Agreement.


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Purchase Notice Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Purchase Notice Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 






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“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Investment
Amount” shall mean the Purchase Notice Shares referenced in the Purchase Notice multiplied by the Purchase Price.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
and the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations
under any Transaction Document.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time
the principal trading platform or market for the Common Stock.


 


“Purchase
Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting
forth the Purchase Notice Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Purchase
Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable
Purchase Notice in accordance with the terms and conditions of this Agreement.


 






    4


     


    

 


“Purchase
Price” shall mean 70% of the lowest traded price of the Common Stock the five Business Days prior to the Closing Date.


 


“Registration
Statement” shall have the meaning specified in Section 6.3.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
mean the Purchase Notice Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the
voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of
Article VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase Purchase Notice Shares provided that the amount of Purchase Notice Shares
shall not exceed the Beneficial Ownership Limitation set forth in Section 7.1(g).


 


Section
2.2 MECHANICS.


 


(a)
PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,
the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and
otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor alongside delivery
of the Purchase Notice.


 






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(b)
DATE OF DELIVERY OF PURCHASE NOTICE. A Purchase Notice shall be deemed delivered on (i) the Business Day it is received
by email by the Investor if such notice is received on or prior to 8:00 a.m. New York time or (ii) the immediately succeeding
Business Day if it is received by email after 8:00 a.m. New York time on a Business Day or at any time on a day which is not a
Business Day.


 


(c)
CLOSING. The Closing of a Purchase Notice shall occur five (5) Business Days following the Clearing Date, whereby the Investor,
shall deliver the Investment Amount (minus the Clearing Costs), by wire transfer of immediately available funds to an account
designated by the Company.


 


(d)
BREAK UP FEE. (i) If by 10 days after execution of this Agreement Company has not filed Registration Statement covering
underlying Securities, Company will pay to the Investor $50,000 in cash, and (ii) if by December 31, 2019 Company has sold less
than Commitment Amount, Company will pay to the Investor $50,000 in cash


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act
or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in
the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been
duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


 






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Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined
in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument
or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party,
or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,
relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may
be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf
of the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 






    7


     


    

 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under
the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly
executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


Section
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of
Common Stock, par value of $0.001 per share, of which approximately 123,333,943 shares of Common Stock are issued and outstanding.
Except as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option
plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report
under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except
as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common
Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common
Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from
the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 






    8


     


    

 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of
any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents,
and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable
rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such
financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting transactions in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents.


 






    9


     


    

 


Section
4.7 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase
Notice Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or
articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision
of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any
federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default
under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation
of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material
Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or
perform any of its obligations under the Transaction Documents (other than any SEC, FINRA or state securities filings that may
be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy
of the relevant representations and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has
not been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9,
there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written
or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No
judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any
court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any
current or former director or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right
to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 






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ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations
of FINRA and the Principal Market.


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Purchase Notice Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Purchase Notice Shares
from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading
of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and
the Principal Market.


 


Section
6.2 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating
to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Company shall also
file with the SEC, within five (5) Business Days from the date hereof, a new registration statement (the “Registration
Statement”) covering only the resale of the Purchase Notice Shares and any other shares as directed by Investor.


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PURCHASE
NOTICE AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company
to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth
below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at
each such time.


 






    11


     


    

 


(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Purchase Notice Shares, and the Investor shall not have the
right to receive any Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number
of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations
of the Principal Market (the “Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PURCHASE NOTICE SHARES. The obligation of the Investor
hereunder to purchase Purchase Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Purchase Notice Shares and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or
has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement
or related prospectus shall exist.


 


(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall
be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially
adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced
that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction
Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 






    12


     


    

 


(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for
listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or
halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the
right to return to the Company any amount of Purchase Notice Shares associated with such Purchase Notice, and the Investment Amount
with respect to such Purchase Notice shall be reduced accordingly.


 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed
the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially
or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
(as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder.
For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than
on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding
on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases
of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing
Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding
immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice.


 


(h)
PRINCIPAL MARKET REGULATION. The issuance of the Purchase Notice Shares shall not exceed the Exchange Cap.


 


(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Business
Days following the Business Day on which such Purchase Notice is deemed delivered).


 


(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(k)
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.


 


(l) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with
the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 






    13


     


    

 


ARTICLE
VIII

LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Purchase Notice Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid,
or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


SOCIAL
LIFE NETWORK INC.


 


ken@socialnetwork.ai


 


If
to the Investor:


 


TRITON
FUNDS LLC


1262
Prospect Street


La
Jolla, CA 92037


Email:
tritonfunds@tritonfunds.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10)
days’ prior written notice of such changed address to the other party hereto.


 






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Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified
Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party
becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment
of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective
amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as
such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in
performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall
not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity
with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement,
any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2
shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if
any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated
to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability
to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party
disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying
Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 






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(i) If the Indemnifying
Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party
with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend,
with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third
Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for
the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The
Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior
to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion,
answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate
to protect its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting
any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control,
any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except
as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim
at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.


 


(ii) If the Indemnifying
Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party
Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently
or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then
the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good
faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will
not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting
any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii),
if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its
liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such
dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will
not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the
Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse
the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such
litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 




    16


     


    

 


(iii) If the Indemnifying
Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party
with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether
the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third
Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party
under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the
Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that
if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute
such legal action as it deems appropriate.


 


(b) In the event
any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party
Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature
of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails
to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the
claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate.


 


(c) The Indemnifying
Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d) The indemnity
provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against
the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 




    17


     


    

 


ARTICLE X 


MISCELLANEOUS


 


Section 10.1 GOVERNING
LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California
without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction
of the United States federal and state courts located in California, County of Los Angeles, with respect to any dispute arising
under the Transaction Documents or the transactions contemplated thereby.


 


Section 10.2 JURY
TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3 ASSIGNMENT.
The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


 


Section 10.4 NO THIRD-PARTY
BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 9.3.


 


Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this
Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment
Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date in which the Registration
Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences
a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all
or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however,
that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in
Article X shall survive the termination of this Agreement.


 


Section 10.6 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.


 




    18


     


    

 


Section 10.7 FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay the
Document Preparation Fee upon execution of the Agreement, the Clearing Cost associated with each Closing, and any Transfer Agent
fees (including any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and
other taxes and duties levied in connection with the delivery of any Securities to the Investor.


 


Section 10.8 COUNTERPARTS.
The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than all of the parties
and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts
and all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to the other
parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.


 


Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.10 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 the 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.


 


Section 10.11 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.


 


Section 10.12 EQUITABLE
RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations
under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the
Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 


Section 10.13 TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be
considered in construing or interpreting this Agreement.


 


Section 10.14 AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business
Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence,
(i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no
provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.


 




    19


     


    

 


Section 10.15 PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements
with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such
public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not
be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the
extent required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents
as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees
that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


[Signature Page Follows]


 




    20


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.


 


	 	SOCIAL
    LIFE NETWORK, INC.
	 	 
	 	By:	/s/
    Ken Tapp
	 	Name:	Ken
    Tapp
	 	Title:	CEO
	 	 	 
	 	TRITON
    FUNDS LP
	 	 
	 	By:	/s/
    Yash Thukral
	 	Name:	Yash
    Thukral
	 	Title:	Authorized
    Signatory


 


[Signature Page to equity purchase
agreement]


  




    21


     


    

 


DISCLOSURE SCHEDULES TO


EQUITY PURCHASE
AGREEMENT


 


Schedule 4.3 – Capitalization


 


Schedule 4.5 – SEC Documents


 


Schedule
4.9 – Litigation


 


Schedule
4.10 – Registration Rights


 




    22


     


    

 


EXHIBIT A


 


FORM OF PURCHASE NOTICE


 


TO: TRITON FUNDS LP


 


We refer to the common stock purchase agreement,
dated as of April 11, 2019, (the “Agreement”), entered into by and between SOCIAL LIFE NETWORK INC., and you.
Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We hereby:


 


1) Give you notice that we require you to
purchase ___________ Purchase Notice Shares; and


 


2) Certify that, as of the
date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	SOCIAL LIFE NETWORK INC.
	 	 
	 	By:	               
	 	Name:
	 	Title:


 




    23


     


    

 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”),
dated as of April 11, 2019, by and between SOCIAL LIFE NETWORK, INC., a Nevada corporation (the “Company”),
and TRITON FUNDS LP, a Delaware limited partnership (together
with it permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the common stock purchase agreement
by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Seven Hundred and Fifty Thousand Dollars ($750,000) of Purchase Notice Shares and to induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the
rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”),
and applicable state securities laws.


 


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


 


1.
DEFINITIONS.


 


As used in this Agreement, the following terms shall have the
following meanings:


 


a.
“Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under
this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who
agrees to become bound by the provisions of this Agreement.


 


b.
“Person” means any individual or entity including but not limited to any corporation, a limited liability
company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof
or a governmental agency.


 


c.
“Register”, “registered”,
and “registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant
to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States
Securities and Exchange Commission (the ” SEC “).


 


d.
“Registrable Securities” means (a) an aggregate of up to 8,000,000 Purchase Notice Shares and any shares
of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise with respect thereto.


 


e.
“Registration Statement” means one or more registration statements of the Company covering only the sale
of the Registrable Securities.


 




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2.
REGISTRATION.


 


a.
Mandatory Registration. The Company shall, within ten (10) Business Days from the date hereof, file with the SEC
an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares)
as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to
permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities
Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation
with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then
available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable
Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement
and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and
the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested
by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and
any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep
the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and
available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of
(i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated
under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and
no Available Amount remains under the Purchase Agreement (the “Registration
Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file
with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to
be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall
give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus
within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.


 


c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement
is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration
Statement (a “New Registration Statement”),
so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a)) as soon as practicable,
but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any limits that may be imposed
by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable best efforts to cause such amendment
and/or New Registration Statement to become effective as soon as practicable following the filing thereof. Unless the Registration
Period has ended, in the event that any of the Purchase Notice Shares are not included in the Registration Statement, or have not
been included in any New Registration Statement and the Company files any other registration statement under the Securities Act
(other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (“Other
Registration Statement “) then the Company shall include in such Other Registration Statement first all of such
Purchase Notice Shares that have not been previously registered, and second any other securities the Company wishes to include
in such Other Registration Statement. Unless the Registration Period has ended, the Company agrees that it shall not file any such
Other Registration Statement unless all of the Purchase Notice Shares have been included in such Other Registration Statement or
otherwise have been registered for resale as described above.


 


d. Offering.
If the staff of the SEC (the “Staff’) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to
become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required
by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the
Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior
consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective
and be used as aforesaid. Unless the Registration Period has ended, in the event of any reduction in Registrable Securities pursuant
to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time
as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus
contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the
contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s
obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section
2(d).


 




    25


     


    

 


3.
RELATED OBLIGATIONS.


 


With respect to the
Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New
Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a. The Company shall
prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement
and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such registration statement.


 


b. The Company shall
permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form
to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement
or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor
receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or
the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c. Upon request of the
Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least
one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a
copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other
number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary
or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the
Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the
SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.


 


d.
The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration
statement under such other securities or “blue sky” laws of California, (ii) prepare and file in those
jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take
all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of California or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e. As promptly as
practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any
event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement
or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and
when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii)
of the Company’s reasonable determination that a post- effective amendment to a registration statement would be appropriate.


 




    26


     


    

 


f. The Company shall
use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the
Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of
any proceeding for such purpose.


 


g. The Company shall
(i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company
shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h. The Company shall
cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be
in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.


 


i. The Company shall
at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j. If reasonably
requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus
supplement or post- effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus
supplement or post¬effective amendment; and (iii) supplement or make amendments to any registration statement.


 


k. The Company shall
use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


l.
Within three (3) Business Days after any registration statement which includes the Registrable Securities is ordered effective
by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investor) confirmation that such registration statement has been declared effective
by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company
shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration
statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not
the registration statement is current and available to the Buyer for sale of all of the Registrable Securities.


 


m. The Company shall
take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant
to any registration statement.


 




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4.
OBLIGATIONS OF THE INVESTOR.


 


a. The Company shall
notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any registration
statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.


 


b. The Investor agrees
to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration
statement hereunder.


 


c. The Investor agrees
that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in
Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5.
EXPENSES OF REGISTRATION.


 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company, shall be paid by the Company.


 


6.
INDEMNIFICATION.


 


a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of
the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in
any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or
any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement
or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with
the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto,
if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any
superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased
the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then
amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise
to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company,
if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant
to Section 9.


 




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b. Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim
in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written
notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effectuated without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 


c. The indemnification
required by this Section 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 Indemnified Damages are incurred.


 


d. The indemnity
agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to
the law.


 




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7.
CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
(“Rule 144”), the Company agrees, at the Company’s sole expense, to:


 


a. make and keep
public information available, as those terms are understood and defined in Rule 144;


 


b. use reasonable
efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 


c. furnish to the
Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144
without registration; and


 


d. take such additional
action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including,
without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s
broker to effect such sale of securities pursuant to Rule 144.


 


9.
ASSIGNMENT OF REGISTRATION RIGHTS.


 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may
not assign its rights under this Agreement without the written consent of the Company.


 


10.
AMENDMENT OF REGISTRATION RIGHTS.


 


No provision of this
Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial
filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.
MISCELLANEOUS.


 


a. A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such
Registrable Securities.


 




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b. 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 or email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:


 


If to the Company:


SOCIAL LIFE NETWORK, INC.


ken@socialnetwork.ai


 


If to the Investor:


TRITON FUNDS LLC


1262 PROSPECT STREET


LA JOLLA, CA 92037


E-mail: tritonfunds@tritonfunds.com


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business 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 account containing the time, date, recipient facsimile number or email
address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c. The corporate
laws of the State of California shall govern all issues concerning this Agreement. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of California, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of California. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting the State of California, County of Los Angeles, 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. 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 HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d. This Agreement
and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.


 


e. Subject to the
requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto.


 




    31


     


    

 


f. The headings in
this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by email in a
“.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


h. 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 the 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.


 


i. 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.


 


j. This Agreement
is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


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


 


	 	THE COMPANY:
	 	 
	 	SOCIAL LIFE NETWORK, INC.
	 	 
	 	By:	/s/ Ken Tapp
	 	 	Ken Tapp / CEO
	 	 
	 	THE INVESTOR:
	 	 
	 	TRITON FUNDS LP
	 	 
	 	By:	/s/ Yash Thukral
	 	 	Yash Thukral
	 	 	Authorized Signatory


  




    32


     


    

 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS

 OF
REGISTRATION STATEMENT


 


__________,
2019


 


Re: [__________]


 


Ladies and Gentlemen:


 


We
are counsel to SOCIAL LIFE NETWORK, INC., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Purchase Agreement, dated as of April 11, 2019 (the “Purchase
Agreement”), entered into by and between the Company and TRITON FUNDS LP (the “Buyer”)
pursuant to which the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.01 par value (the
“Common Stock “), in an amount up to Seven Hundred
and Fifty Thousand Dollars ($750,000) (the “Purchase Notice Shares”),
in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement,
the Company has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


(1)
Purchase Notice Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time in accordance
with the Purchase Agreement.


 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other
things, to register the Purchase Notice Shares under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights
Agreement, on [__________], 2019, the Company filed a Registration Statement (File No. 333-[__________]) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the resale of the Purchase Notice Shares.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [__________] [A.M./P.M.] on [__________],
2019 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase
Notice Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without
any restrictive legend.


 


	 	Very truly yours, 
	 	 
	 	[Company Counsel]
	 	 
	 	By:	            


 


		cc:	TRITON FUNDS LLC





 


  


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