Blueprint








  EXHIBIT 10.1











 



SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the
“Agreement”), dated as of September 8, 2016, by and
between Friendable,
Inc, a Nevada corporation, with
headquarters located at 125 E. Campbell Ave, Campbell CA 95008 (the
“Company”), and Coventry Enterprises,
LLC., a Limited Liability
Company, with its address at 80 S.W. 8th Street, Suite 2000,
Miami, FL 33130 (the
“Buyer”).


 



WHEREAS:


 


A. The
Company and the Buyer are executing and delivering this Agreement
in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United
States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933
Act”);


 


B. Buyer
desires to purchase and the Company desires to issue and sell, upon
the terms and conditions set forth in this Agreement an 8%
convertible note of the Company, in the form attached hereto as
Exhibit A in the aggregate principal amount of $80,000.00 (together
with any note(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the
terms thereof, the “Note”), convertible into shares of
common stock, of the Company (the “Common Stock”), upon
the terms and subject to the limitations and conditions set forth
in such Note.


 


C. The
Buyer wishes to purchase, upon the terms and conditions stated in
this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature pages hereto;
and


 


NOW
THEREFORE, the Company and the
Buyer severally (and not jointly) hereby agree as
follows:


 


1. Purchase
and Sale of Note.


 


a. Purchase
of Note. On the Closing Date
(as defined below), the Company shall issue and sell to the Buyer
and the Buyer agrees to purchase from the Company such principal
amount of Note as is set forth immediately below the Buyer’s
name on the signature pages hereto.


 


b. Form
of Payment. On the Closing Date
(as defined below), the Buyer shall pay the purchase price for the
Note to be issued and sold to it at the Closing (as defined below)
(the “Purchase Price”) by wire transfer of immediately
available funds to the Company, or by the issuance of a full
recourse collateralized promissory note, in accordance with the
Company’s written wiring instructions, against delivery of
the Note in the principal amount equal to the Purchase Price as is
set forth immediately below the Buyer’s name on the signature
pages hereto, and  the Company shall deliver such duly
executed Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 



_____


Company
Initials


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c. Closing
Date. The date and time of the first issuance and sale of
the Note pursuant to this Agreement (the “Closing
Date”) shall be on or about September 8, 2016 or such other
mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall
occur on the Closing Date at such location as may be agreed to by
the parties.


 


2. Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company
that:


 


a. Investment
Purpose. As of the date hereof,
the Buyer is purchasing the Note and the shares of Common Stock
issuable upon conversion of or otherwise pursuant to the Note, such
shares of Common Stock being collectively referred to herein as the
“Conversion Shares” and, collectively with the Note,
the “Securities”) for its own account and not with a
present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration
under the 1933 Act; provided,
however,
that by making the representations herein, the Buyer does not agree
to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any
time in accordance with or pursuant to a registration statement or
an exemption under the 1933 Act.


 


b. Accredited
Investor Status. The Buyer is
an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D (an “Accredited
Investor”).


 


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


 


d. Information.
The Buyer and its advisors, if any, have been, and for so long as
the Note remain outstanding will continue to be, furnished with all
materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the
Securities which have been requested by the Buyer or its advisors.
The Buyer and its advisors, if any, have been, and for so long as
the Note remain outstanding will continue to be, afforded the
opportunity to ask questions of the Company. Notwithstanding the
foregoing, the Company has not disclosed to the Buyer any material
nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly
following such disclosure to the Buyer. Neither such inquiries nor
any other due diligence investigation conducted by Buyer or any of
its advisors or representatives shall modify, amend or affect
Buyer’s right to rely on the Company’s representations
and warranties contained in Section 3 below. The Buyer understands
that its investment in the Securities involves a significant degree
of risk. The Buyer is not aware of any facts that may constitute a
breach of any of the Company's representations and warranties made
herein.


 



 

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e. Governmental
Review. The Buyer understands
that no United States federal or state agency or any other
government or governmental agency has passed upon or made any
recommendation or endorsement of the
Securities.


 


f. Transfer
or Re-sale. The Buyer
understands that the sale or re-sale of the Securities has not been
and is not being registered under the 1933 Act or any applicable
state securities laws, and the Securities may not be transferred
unless  the Securities are sold pursuant to an effective
registration statement under the 1933 Act,  the Buyer shall
have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for
opinions of counsel in comparable transactions to the effect that
the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion
shall be accepted by the Company,  the Securities are sold or
transferred to an “affiliate” (as defined in Rule 144
promulgated under the 1933 Act (or a successor rule) (“Rule
144”) of the Buyer who agrees to sell or otherwise transfer
the Securities only in accordance with this Section 2(f) and who is
an Accredited Investor,  the Securities are sold pursuant to
Rule 144, or  the Securities are sold pursuant to Regulation S
under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company, at
the cost of the Buyer, an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate
transactions, which opinion shall be accepted by the Company; (ii)
any sale of such Securities made in reliance on Rule 144 may be
made only in accordance with the terms of said Rule and further, if
said Rule is not applicable, any re-sale of such Securities under
circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other person
is under any obligation to register such Securities under the 1933
Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case).
Notwithstanding the foregoing or anything else contained herein to
the contrary, the Securities may be pledged as collateral in
connection with a bona fide
margin account or other lending
arrangement.


 


g. Legends.
The Buyer understands that the Note and, until such time as the
Conversion Shares have been registered under the 1933 Act may be
sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can
then be immediately sold, the Conversion Shares may bear a
restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the
certificates for such Securities):

 






“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.”


 



 

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The
legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by
applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the
1933 Act or otherwise may be sold pursuant to Rule 144 or
Regulation S without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b)
such holder provides the Company with an opinion of counsel, in
form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or
transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so
that the sale or transfer is effected. The Buyer agrees to sell all
Securities, including those represented by a certificate(s) from
which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an
exemption from registration, such as Rule 144 or Regulation S,
within 2 business days, it will be considered an Event of Default
under the Note.


 


h. Authorization;
Enforcement. This Agreement has
been duly and validly authorized. This Agreement has been duly
executed and delivered on behalf of the Buyer, and this Agreement
constitutes a valid and binding agreement of the Buyer enforceable
in accordance with its terms.


 


i. Residency.
The Buyer is a resident of the jurisdiction set forth immediately
below the Buyer’s name on the signature pages
hereto.


 


3. Representations
and Warranties of the Company.
The Company represents and warrants to the Buyer
that:


 


a. Organization
and Qualification. The Company
and each of its subsidiaries, if any, is a corporation duly
organized, validly existing and in good standing under the laws of
the jurisdiction in which it is incorporated, with full power and
authority (corporate and other) to own, lease, use and operate its
properties and to carry on its business as and where now owned,
leased, used, operated and conducted.


 


 


 



 

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b. Authorization;
Enforcement. (i) The Company
has all requisite corporate power and authority to enter into and
perform this Agreement, the Note and to consummate the transactions
contemplated hereby and thereby and to issue the Securities, in
accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Note by the Company and the
consummation by it of the transactions contemplated hereby and
thereby (including without limitation, the issuance of the Note and
the issuance and reservation for issuance of the Conversion Shares
issuable upon conversion or exercise thereof) have been duly
authorized by the Company’s Board of Directors and no further
consent or authorization of the Company, its Board of Directors, or
its shareholders is required, (iii) this Agreement has been duly
executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and
official representative with authority to sign this Agreement and
the other documents executed in connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon
execution and delivery by the Company of the Note, each of such
instruments will constitute, a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with
its terms.


 


c. Issuance
of Shares. The Conversion
Shares are duly authorized and reserved for issuance and, upon
conversion of the Note in accordance with its respective terms,
will be validly issued, fully paid and non-assessable, and free
from all taxes, liens, claims and encumbrances with respect to the
issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Company and will not
impose personal liability upon the holder
thereof.


 


d. Acknowledgment
of Dilution. The Company
understands and acknowledges the potentially dilutive effect to the
Common Stock upon the issuance of the Conversion Shares upon
conversion of the Note. The Company further acknowledges that its
obligation to issue Conversion Shares upon conversion of the Note
in accordance with this Agreement, the Note is absolute and
unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other shareholders of the
Company.


 


e. No
Conflicts. The execution,
delivery and performance of this Agreement, the Note by the Company
and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the
issuance and reservation for issuance of the Conversion Shares)
will not (i) conflict with or result in a violation of any
provision of the Certificate of Incorporation or by-laws, or (ii)
violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse
of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and
regulations and regulations of any self-regulatory organizations to
which the Company or its securities are subject) applicable to the
Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries 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). All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to
the preceding sentence have been obtained or effected on or prior
to the date hereof. The Company is not in violation of the listing
requirements of the OTC Markets QB (the “OTCQB”) and
does not reasonably anticipate that the Common Stock will be
delisted by the OTCBB in the foreseeable future, nor are the
Company’s securities “chilled” by FINRA. The
Company and its subsidiaries are unaware of any facts or
circumstances which might give rise to any of the
foregoing.


 



 

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f. Absence
of Litigation. There is no
action, suit, claim, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company or
any of its subsidiaries, threatened against or affecting the
Company or any of its subsidiaries, or their officers or directors
in their capacity as such, that could have a material adverse
effect. Schedule 3(f) contains a complete list and summary
description of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company or any of
its subsidiaries, without regard to whether it would have a
material adverse effect. The Company and its subsidiaries are
unaware of any facts or circumstances which might give rise to any
of the foregoing.


 


g. Acknowledgment
Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the
Buyer is acting solely in the capacity of arm’s length
purchasers with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that the
Buyer is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereby and any statement made by
the Buyer or any of its respective representatives or agents in
connection with this Agreement and the transactions contemplated
hereby is not advice or a recommendation and is merely incidental
to the Buyer’ purchase of the Securities. The Company further
represents to the Buyer that the Company’s decision to enter
into this Agreement has been based solely on the independent
evaluation of the Company and its
representatives.


 


h. No
Integrated Offering. Neither
the Company, nor any of its affiliates, nor any person acting on
its or their behalf, has directly or indirectly made any offers or
sales in any security or solicited any offers to buy any security
under circumstances that would require registration under the 1933
Act of the issuance of the Securities to the Buyer. The issuance of
the Securities to the Buyer will not be integrated with any other
issuance of the Company’s securities (past, current or
future) for purposes of any shareholder approval provisions
applicable to the Company or its securities.


 


i. Title
to Property. The Company and
its subsidiaries have good and marketable title in fee simple to
all real property and good and marketable title to all personal
property owned by them which is material to the business of the
Company and its subsidiaries, in each case free and clear of all
liens, encumbrances and defects except such as are described in
Schedule 3(i) or such as would not have a material adverse effect.
Any real property and facilities held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as would not have a
material adverse effect.


 


j. Bad
Actor. No officer or director
of the Company would be disqualified under Rule 506(d) of the
Securities Act as amended on the basis of being a "bad
actor" as that term is established in the September 19, 2013
Small Entity Compliance Guide published by the Securities and
Exchange Commission.


 


k. Breach
of Representations and Warranties by the Company. If the Company breaches any of the
representations or warranties set forth in this Section 3, and in
addition to any other remedies available to the Buyer pursuant to
this Agreement, it will be considered an Event of default under the
Note.


 



 

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4. COVENANTS.


 


a. Expenses.
At the Closing, the Company shall reimburse Buyer for expenses
incurred by them in connection with the negotiation, preparation,
execution, delivery and performance of this Agreement and the other
agreements to be executed in connection herewith
(“Documents”), including, without limitation,
reasonable attorneys’ and consultants’ fees and
expenses, transfer agent fees, fees for stock quotation services,
fees relating to any amendments or modifications of the Documents
or any consents or waivers of provisions in the Documents, fees for
the preparation of opinions of counsel, escrow fees, and costs of
restructuring the transactions contemplated by the Documents. When
possible, the Company must pay these fees directly, otherwise the
Company must make immediate payment for reimbursement to the Buyer
for all fees and expenses immediately upon written notice by the
Buyer or the submission of an invoice by the
Buyer.


 


b. Listing.
The Company shall promptly secure the listing of the Conversion
Shares upon each national securities exchange or automated
quotation system, if any, upon which shares of Common Stock are
then listed (subject to official notice of issuance) and, so long
as the Buyer owns any of the Securities, shall maintain, so long as
any other shares of Common Stock shall be so listed, such listing
of all Conversion Shares from time to time issuable upon conversion
of the Note. The Company will obtain and, so long as the Buyer owns
any of the Securities, maintain the listing and trading of its
Common Stock on the OTCQB or any equivalent replacement exchange,
the Nasdaq National Market (“Nasdaq”), the Nasdaq
SmallCap Market (“Nasdaq SmallCap”), the New York Stock
Exchange (“NYSE”), or the American Stock Exchange
(“AMEX”) and will comply in all respects with the
Company’s reporting, filing and other obligations under the
bylaws or rules of the Financial Industry Regulatory Authority
(“FINRA”) and such exchanges, as applicable. The
Company shall promptly provide to the Buyer copies of any notices
it receives from the OTCQB and any other exchanges or quotation
systems on which the Common Stock is then listed regarding the
continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.


 


c. Corporate
Existence. So long as the Buyer
beneficially owns any Note, the Company shall maintain its
corporate existence and shall not sell all or substantially all of
the Company’s assets, except in the event of a merger or
consolidation or sale of all or substantially all of the
Company’s assets, where the surviving or successor entity in
such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in
connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq
SmallCap, NYSE or AMEX.


 


d. No
Integration. The Company shall
not make any offers or sales of any security (other than the
Securities) under circumstances that would require registration of
the Securities being offered or sold hereunder under the 1933 Act
or cause the offering of the Securities to be integrated with any
other offering of securities by the Company for the purpose of any
stockholder approval provision applicable to the Company or its
securities.


 



 

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e. Termination
of Prepay. The right of the
Company to prepay or redeem any of the existing notes between the
parties is hereby terminated and stricken and none of the existing
notes between the parties may be prepaid or
redeemed.


 


f. Breach
of Covenants. If the Company
breaches any of the covenants set forth in this Section 4, and in
addition to any other remedies available to the Buyer pursuant to
this Agreement, it will be considered an event of default under the
Note.


 


5. Governing
Law; Miscellaneous.


 


a. Governing
Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflicts of laws. 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 or in the federal courts located in
the state and county of New York. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon
forum non
conveniens. The Company and
Buyer waive trial by jury. The prevailing party 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.
Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or
proceeding in connection with this Agreement by mailing a copy
thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect
for 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 other manner permitted by
law.


 


b. Counterparts;
Signatures by Facsimile. This
Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the
other party. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a
copy of this Agreement bearing the signature of the party so
delivering this Agreement.


 


c. Headings.
The headings of this Agreement are for convenience of reference
only and shall not form part of, or affect the interpretation of,
this Agreement.


 



 

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d. Severability.
In the event that any provision of this Agreement 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 provision hereof which may prove
invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision
hereof.


 


e. Entire
Agreement; Amendments. This
Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Buyer makes any
representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement may be waived or
amended other than by an instrument in writing signed by the
majority in interest of the Buyer.


 


f. Notices.
All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, (iv) via electronic mail
or (v) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or
other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such
notice is to be received) or delivery via electronic mail, 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 (b) on the second business day following the
date of mailing by express courier service, 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, to:


Friendable,
Inc


125
E. Campbell Ave


Campbell,
CA 95008


Attn:
Robert Rositano, CEO


 


                   If
to the Buyer:


COVENTRY
ENTERPRISES, LLC


80 S.W.
8th
Street


Suite
2000


Miami,
FL 33130


Attn:
Jack Bodenstein


 


Each
party shall provide notice to the other party of any change in
address.


 



 

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g. Successors
and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and
their successors and assigns. Neither the Company nor the Buyer
shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the
foregoing, the Buyer may assign its rights hereunder to any person
that purchases Securities in a private transaction from the Buyer
or to any of its “affiliates,” as that term is defined
under the 1934 Act, without the consent of the
Company.


 


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


 


i. Survival.
The representations and warranties of the Company and the
agreements and covenants set forth in this Agreement shall survive
the closing hereunder notwithstanding any due diligence
investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all their
officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and
obligations under this Agreement, including advancement of expenses
as they are incurred.


 


j. 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.


 


k. 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.


 


l. Remedies.
The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Agreement will be inadequate
and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall
be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to
an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and
provisions hereof, without the necessity of showing economic loss
and without any bond or other security being
required.


 


 







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


 



Friendable, Inc


 



By: _/s/ Robert
Rositano________________


 



Name _Robert
Rositano_________________


 



Title: Robert Rositano, CEO


 


 



COVENTRY ENTERPRISES, LLC.


 



By: _/s/


Jack
Bodenstein__________________




Name: Jack Bodenstein



Title: Manager


 



AGGREGATE SUBSCRIPTION AMOUNT:


 



Aggregate Principal Amount of
Note:                                                                                                            $80,000.00


 



Aggregate Purchase Price:


 



Note: $80,000.00 less $4,000.00 in legal fees


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A



144 NOTE - $80,000


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

12