Blueprint








  EXHIBIT
10.3











 



EIGHTH AMENDMENT AND CLOSING AGREEMENT


 


This
Eighth Amendment and Closing Agreement (the “Agreement”) is made and entered
into as of September 12,
2016 by and among Friendable Inc. (f/k/a iHookup Social Inc.), a
Nevada corporation (the “Company”) and the parties
identified on the signature page hereto (each a “Purchaser” and collectively,
“Purchasers”).
Capitalized terms used but not defined herein will have the
meanings assigned to them in the March 8, 2016 Securities Purchase
Agreement and Transaction Documents (as defined below), as amended
pursuant to an Amendment and Closing Agreement dated May 17, 2016
(“Amendment
Agreement”), as further amended pursuant to a Second
Amendment and Closing Agreement dated May 20, 2016
(“Second Amendment
Agreement”), as further amended pursuant to a Third
Amendment and Closing Agreement dated June 3, 2016
(“Third Amendment
Agreement”), as further amended pursuant to a Fourth
Amendment and Closing Agreement dated June 16, 2016
(“Fourth Amendment
Agreement”), as further amended pursuant to a Fifth
Amendment and Closing Agreement dated July 8, 2016
(“Fifth Amendment
Agreement”), as further amended pursuant to a Sixth
Amendment and Closing Agreement dated August 4, 2016
(“Sixth Amendment
Agreement”), and as further amended pursuant to a
Seventh Amendment and Closing Agreement dated August 15, 2016
(“Seventh Amendment
Agreement”).


 


WHEREAS, the
Company and Purchasers identified on Schedule A entered into Securities
Purchase Agreements (“March
2016 SPA”) and related Transaction Documents with
respect to the Securities identified on Schedule A (“March 2016 Transaction Documents”)
as amended pursuant to the Amendment Agreement, and further amended
pursuant to the Second Amendment Agreement, and further amended
pursuant to the Third Amendment Agreement, and further amended
pursuant to the Fourth Amendment Agreement, and further amended
pursuant to the Fifth Amendment Agreement, and further amended
pursuant to the Sixth Amendment Agreement, and further amended
pursuant to the Seventh Amendment Agreement; and


 


WHEREAS, the
parties wish to further amend the terms of the March 2016 SPA to
increase the Initial Closing Note principal amount from $965,425 to
$1,050,500 (inclusive of Coventry Enterprises LLC’s
investment of $90,000 and Note in the amount of $5,000 issued to
Palladium Capital Advisors LLC both on March 8, 2016) and which
amount also includes as follows:


 


(i)           $110,00
Note principal amount issued on the March 8, 2016 Closing to Alpha
Capital Anstalt, $100,000 additional note principal amount added on
May 17, 2016 (“Allonge
#1”) to the Note issued to Alpha Capital Anstalt on
March 8, 2016, an additional $110,000 additional note principal
amount added on May 20, 2016 (“Allonge #2”) to the Note issued to
Alpha Capital Anstalt on March 8, 2016, an additional $160,000
additional note principal amount added on June 3, 2016
(“Allonge #3”)
to the Note issued to Alpha Capital Anstalt on March 8, 2016, an
additional $50,000 additional note principal amount added on June
16, 2016 (“Allonge
#4”) to the Note issued to Alpha Capital Anstalt on
March 8, 2016, an additional $50,000 additional note principal
amount added on July 8, 2016 (“Allonge #5”) to the Note issued to
Alpha Capital Anstalt on March 8, 2016, an additional $110,000
additional note principal amount added on August 4, 2016
(“Allonge #6”)
to the Note issued to Alpha Capital Anstalt on March 8, 2016, an
additional $157,000 additional note principal amount added on
August 15, 2016 (“Allonge
#7”) to the Note issued to Alpha Capital Anstalt on
March 8, 2016, and an additional $83,000 note principal amount to
be added to the Note issued to Alpha Capital Anstalt on March 8,
2016 in the form of Allonge #8 for an aggregate Subscription Amount
by Alpha Capital Anstalt of $930,000;


 



 

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(ii)           $5,000
Note principal amount issued on the March 8, 2016 Closing to
Palladium Capital Advisors LLC, $2,500 additional note principal
amount representing a portion of the Placement Agent fee issued in
the form of Allonge #1 added on May 17, 2016 (“Allonge #1”), an additional $2,750
note principal amount added on May 20, 2016 (“Allonge #2”) representing a
portion of the Placement Agent fee added to the Note issued to
Palladium Capital Advisors LLC on March 8, 2016, an additional
$4,000 note principal amount added on June 3, 2016
(“Allonge #3”)
representing a portion of the Placement Agent fee added to the Note
issued to Palladium Capital Advisors LLC on March 8, 2016, an
additional $1,250 note principal amount added on June 16, 2016
(“Allonge #4”)
representing a portion of the Placement Agent fee added to the Note
issued to Palladium Capital Advisors LLC on March 8, 2016, an
additional $1,250 note principal amount added on July 8, 2016
(“Allonge #5”)
representing a portion of the Placement Agent fee added to the Note
issued to Palladium Capital Advisors LLC on March 8, 2016, an
additional $2,750 note principal amount added on August 4, 2016
(“Allonge #6”)
representing a portion of the Placement Agent fee added to the Note
issued to Palladium Capital Advisors LLC on March 8, 2016, an
additional $3,925 note principal amount added on August 15, 2016
(“Allonge #7”)
representing a portion of the Placement Agent fee added to the Note
issued to Palladium Capital Advisors LLC on March 8, 2016, and an
additional $2,075 note principal amount representing a portion of
the Placement Agent fee to be added to the Note issued to Palladium
Capital Advisors LLC on March 8, 2016 in the form of Allonge #8 (as
further described in Paragraph 6 below) as part of the Initial
Closing for an aggregate Subscription Amount by Palladium Capital
Advisors LLC of $25,500.


 


The
additional note principal amounts of $83,000 and $2,075 are the
“Eighth Additional
Subscription Amount”, and which Subscription Amount
shall be included as part of the Offering.


 


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


 


1.           The
Purchasers and Palladium Capital Advisors LLC each consent and
agree to the amendment of the terms of the Offering and upon the
closing of the Eighth Additional Subscription Amount to include
such Eighth Additional Subscription Amount as part of the Initial
Closing of the Offering (“Eighth Additional Initial Closing
Date”).


 


2.           The
Company represents that except as updated and modified on the
Eighth Additional Initial Closing Date Schedules annexed hereto,
the Schedules provided with the March 2016 SPA are and will be true
and accurate on the Eighth Additional Initial Closing
Date.


 


3.           Except
as specifically described in this Agreement, all of the
Company’s representations and warranties contained in the
March 2016 Transaction Documents are and will be true and accurate
as of the Eighth Additional Initial Closing Date.


 


4.           Except
for items affected merely by the passage of time, all of the
Purchasers’ representations and warranties contained in the
March 2016 Transaction Documents are true and accurate as of the
Eighth Additional Initial Closing Date.


 


5.           The
parties agree to amend Schedule A to the March 2016 Transaction
Documents Escrow Agreement to include the Eighth Additional
Subscription Amount therein.


 


6.           In
connection with the Seventh Additional Initial Closing, Palladium
Capital Advisors LLC agrees to take its compensation of 7.5% as
follows: 5% (equal to $4,150 cash) in 1,660,000 shares of Common
Stock (at $0.0025 per share), and 2.5% ($2,075) in the form of
Allonge #8 to the Note issued to Palladium Capital Advisors LLC on
March 8, 2016 which will be used as payment of Palladium Capital
Advisors LLC’s Subscription Amount per Schedule 3.1(s) of the
March 2016 SPA (which was identical to the Purchaser’s Note).
The foregoing notwithstanding, Palladium Capital Advisors LLC
hereby agrees to waive all of the Warrants issuable to Palladium
Capital Advisors LLC in connection with this Eighth Additional
Initial Closing.


 



 

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7.           Annexed
hereto as Exhibit C is the
form of Eighth Additional Initial Closing Escrow Agreement to be
executed by the parties in connection with the Eighth Additional
Initial Closing.


 


8.           On
or before the Eighth Additional Initial Closing Date, the Company
undertakes to deliver a bring down legal opinion with an amended
schedule to the legal opinion provided to Purchasers on March 8,
2016 to include the Eighth Additional Subscription Amount therein
and to deliver to the Escrow Agent original Allonges and Warrants
for the Eighth Additional Subscription Amount.


 


9.           In
connection with the Eighth Additional Initial Closing, the Company
agrees to pay Grushko & Mittman, P.C. a legal fee of
$2,500.


 


10.           Except
as specifically described herein, there is no other waiver
expressed or implied.


 


11.         
In this Agreement words importing the singular number include the
plural and vice versa; words importing the masculine gender include
the feminine and neutral genders. The word “person”
includes an individual, body corporate, partnership, trustee or
trust or unincorporated association executor, administrator or
legal representative.


 


12.           The
invalidity or unenforceability of any provision hereof will in no
way affect the validity or enforceability of any other
provision.


 


13.         
All notices, demands, requests, consents, approvals, and other
communications required or permitted in connection with this
Agreement shall be made and given in the same manner set forth in
Section 5.4 of the March 2016 SPA.


 


14.           This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws
and principles that would result in the application of the
substantive laws of another jurisdiction. Any action brought by
either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state
courts of New York in the federal courts located in the state of
New York. Both parties and the individuals executing this Agreement
and other agreements on behalf of the parties agree to submit to
the jurisdiction of such courts and waive trial by jury. The
prevailing party (which shall be the party which receives an award
most closely resembling the remedy or action sought) shall be
entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of
this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other
provision of any agreement.


 


15.           The
division of this Agreement into articles, sections, subsections and
paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or
interpretation of this agreement.


 


16.           This
Agreement may be executed in counterparts, all of which when taken
together shall be considered one and the same Agreement and shall
become effective when the counterparts have been signed by each
party and delivered to the other party, it is being understood that
all parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile or PDF transmission, such
signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were
an original thereof.


 



(Signatures to follow)


 




 

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IN
WITNESS WHEREOF, the Company and the undersigned Purchasers have
caused this Eighth Agreement
to be executed as of the date first written above.


 


	
 

	


FRIENDABLE, INC.  

	
 


	
 

	


the “Company”  

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:


	
/s/ Robert
Rositano Jr.

	
 


	
 

	
 

	


Name: Robert Rositano Jr.



	
 

	
 

	


Title: CEO


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


ALPHA CAPITAL ANSTALT  

	
 


	
 

	


the “Purchaser”  

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	



By:  



	
/s/ Konrad
Ackermann

	
 


	
 

	
 

	


Name: Konrad Ackermann



	
 

	
 

	


Title: Director


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


COVENTRY ENTERPRISES LLC  

	
 


	
 

	


the “Purchaser”  

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:


	
/s/ Sol
Eisnberg

	
 


	
 

	
 

	


Name: Sol Eisnberg



	
 

	
 

	


Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


PALLADIUM CAPITAL ADVISORS LLC  

	
 


	
 

	


the “Placement Agent”  

	
 


	
 

	


 

	
 

	
 


	
 

	


 

	
 

	
 


	
 

	


By:


	
/s/ Joel
Padowitz

	
 


	
 

	


 

	



Name: Joel
Padowitz





	
 


	
 

	


 

	



Title: Chief Executive Officer




	
 







 







 


 




 

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SCHEDULE A


 



MARCH 2016 CLOSING


 


	


PURCHASERS

	


PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$110,000.00

	

44,000,000


	

COVENTRY
ENTERPRISES LLC


80 S.W.
8th
Street, #2000


Miami,
FL 33130

	

$90,000.00

	

36,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $5,000.00 *

	

2,000,000


	


TOTAL

	


$205,000.00

	


82,000,000







 


* A
Note in the amount of $5,000 and corresponding Warrants as
described in Section 2 of the Securities Purchase Agreement will be
issued to Palladium Capital Advisors LLC in lieu of a corresponding
cash amount of a portion of its placement agent fee.


 



AMENDMENT AND CLOSING AGREEMENT


 


	


PURCHASERS

	


ADDITIONAL SUBSCRIPTION AMOUNT

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$100,000.00

	

40,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $2,500.00*

	

1,000,000


	


TOTAL

	


$107,500.00

	


41,000,000







 


* A
Note in the amount of $2,500 and corresponding Warrants as
described in Section 2 of the Securities Purchase Agreement will be
issued to Palladium Capital Advisors LLC in lieu of a corresponding
cash amount of its placement agent fee.


 




 

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SECOND AMENDMENT AND CLOSING AGREEMENT






	


PURCHASERS

	


ADDITIONAL SUBSCRIPTION AMOUNT

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$110,000.00

	

44,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $2,750.00*

	

1,100,000


	


TOTAL

	


$112,750.00

	


45,100,000







 


* A
Note in the amount of $2,750 and corresponding Warrants as
described in Section 2 of the Securities Purchase Agreement will be
issued to Palladium Capital Advisors LLC in lieu of a corresponding
cash amount of its placement agent fee.


 



THIRD AMENDMENT AND CLOSING AGREEMENT






	


PURCHASERS

	


PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$160,000.00

	

64,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $4,000.00 *

	

See
note below.


	


TOTAL

	


$164,000.00

	


64,000,000







 


* A
Note in the amount of $4,000 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 


 


 


 




 

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FOURTH AMENDMENT AND CLOSING AGREEMENT






	


PURCHASERS

	


PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$50,000.00

	

20,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $1,250.00 *

	

See
note below.


	


TOTAL

	


$51,250.00

	


20,000,000







 


* A
Note in the amount of $1,250 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 



FIFTH AMENDMENT AND CLOSING AGREEMENT


 


	


PURCHASERS

	


PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$50,000.00

	

20,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $1,250.00 *

	

See
note below.


	


TOTAL

	


$51,250.00

	


20,000,000







 


* A
Note in the amount of $1,250 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 



 

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SIXTH AMENDMENT AND CLOSING AGREEMENT


 


	


PURCHASERS

	


ADDITIONAL SUBSCRIPTION AMOUNT

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$110,000.00

	

44,000,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $2,750.00*

	

See
note below


	


TOTAL

	


$112,750.00

	


44,000,000







 


* A
Note in the amount of $2,750 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 



SEVENTH AMENDMENT AND CLOSING AGREEMENT


 


	


PURCHASERS

	


ADDITIONAL SUBSCRIPTION AMOUNT

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$157,000.00

	

62,800,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $3,925.00*

	

See
note below


	


TOTAL

	


$160,925.00

	


62,800,000







 


* A
Note in the amount of $3,925 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 




 

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EIGHTH AMENDMENT AND CLOSING AGREEMENT


 


	


PURCHASERS

	


ADDITIONAL SUBSCRIPTION AMOUNT

	


WARRANTS


	


ALPHA CAPITAL ANSTALT


Lettstrasse
32


9490
Vaduz, Liechtenstein


Attn:
Konrad Ackermann, Director


Fax:
011-423-2323196

	

$83,000.00

	

33,200,000


	

PALLADIUM
CAPITAL ADVISORS, LLC


230
Park Avenue, Suite 539


New
York, NY 10169


Fax:


Taxpayer
ID#:

	

Partial
Placement Agent Fee in the amount of $2,075.00*

	

See
note below


	


TOTAL

	


$85,075.00

	


33,200,000







 


* A
Note in the amount of $2,075 as described in Section 2 of the
Securities Purchase Agreement will be issued to Palladium Capital
Advisors LLC in lieu of a corresponding cash amount of a portion of
its placement agent fee. Palladium Capital Advisors LLC has waived
the requirement for the Company to deliver the corresponding
Warrants in connection with this Closing.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

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