REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2020, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with headquarters located at 2435 Dixie Highway, Wilton, FL 33305 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2019, between LGBTQ Loyalty Holdings, Inc. (formerly, LifeApps Brands Inc.), a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2022 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2021, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the “Company”), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Buyer”).
10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE September 4, 2020Convertible Security Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Convertible Debentures of LGBTQ LOYALTY HOLDINGS, INC. (f/k/a “LifeApps Brands Inc.”), a Delaware corporation (the “Company”), having its principal place of business at 2435 Dixie Highway, Wilton Manors, FL 33305, designated as its 10% Original Issue Discount Senior Convertible Debenture due September 4, 2020 (the “Maturity Date”) (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT (WARRANT __) LGBTQ LOYALTY HOLDINGS, INC.Security Agreement • October 15th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • Nevada
This COMMON STOCK PURCHASE WARRANT (WARRANT A) (the “Warrant”) certifies that, for value received (in connection with the issuance of the $___________ convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), up to _________________ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated ______________
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2021 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2020, is entered into by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser” or “Holder”).
COMMON STOCK PURCHASE WARRANT LGBTQ LOYALTY HOLDINGS, INC.Common Stock Purchase Warrant • July 3rd, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PRIDE PARTNERS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 4, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LGBTQ Loyalty Holdings, Inc. (f/k/a “LifeApps Brands Inc.”), a Delaware corporation (the “Company”), up to 6,250,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SPLIT-OFF AGREEMENTSplit-Off Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This SPLIT-OFF AGREEMENT, dated as of September 20, 2012 (this “Agreement”), is entered into by and among LifeApps Digital Media Inc. (formerly known as Prime Time Travel, Inc.), a Delaware corporation (“Seller”), Prime Time Split Corp., a Delaware corporation (“Split-Off Subsidiary”), LifeApps Inc., a Nevada corporation (“PrivateCo”) and Andrew Listerman (“Buyer”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • December 31st, 2018 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
This Employment Services Agreement (the “Agreement”) is entered into as of the 1st day of November, 2018 (the “Effective Date”), by and between LifeApps Brands Inc., a Delaware corporation, with a business address at 2435 N. Dixie Hwy., Wilton Manors, F1 33305 (the “Company”), and Lawrence P. Roan, with an address at 3202 Crestmoor Place, Des Moines, Ia 50310 (the “Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG LIFEAPPS DIGITAL MEDIA INC., a Delaware corporation LIFEAPPS ACQUISITION CORP., a Nevada corporation AND LIFEAPPS INC., a Nevada corporation September 20, 2012Merger Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 20, 2012, by and among LifeApps Digital Media Inc. (f/k/a Prime Time Travel, Inc.), a Delaware corporation (the “Parent”), LifeApps Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”) and LifeApps Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
COMMON STOCK PURCHASE WARRANT LIFEAPPS BRANDS, INC.Common Stock Purchase Warrant • January 31st, 2019 • Lifeapps Brands Inc. • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Brian Neal or its assigns (the “Holder”) is required, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, on the Automatic Exercise Date (as such term is defined herein), to purchase from LifeApps Brands, Inc., a Delaware corporation (the “Company”), shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant has been issued in exchange for Holder’s agreement to convert, on the Automatic Exercise Date, $161,629 of debt due to the Holder by the Company as of December 31, 2018 at the Exercise Price.
LIFEAPPS BRANDS INC. Non-Qualified Stock Option Agreement Granted Under 2012 Equity Incentive PlanNon-Qualified Stock Option Agreement • May 27th, 2016 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 16th, 2015 • Lifeapps Digital Media Inc. • Services-computer processing & data preparation • New York
THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is entered into as of September 15, 2015, by and between LifeApps Digital Media, Inc., a Delaware corporation (the “Company”) and Lawrence P. Roan, a current officer and director of the Company (“Lender”). The Company and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • April 4th, 2013 • Lifeapps Digital Media Inc. • Transportation services • California
This Asset Acquisition Agreement (the "Agreement") is made as of the 29th day of March 29, 2013, by and among, LIFEAPPS DIGITAL MEDIA INC., a Delaware corporation having a business address at 5752 Oberlin Drive, Suite 106, San Diego, CA 92121 (hereafter, "LFAP") LIFEAPPS INC, a Nevada corporation having a business address at 5752 Oberlin Drive, Suite 106, San Diego, CA 92121 (hereafter “Buyer”) and EDWARD DEREK LAFFEY, an individual doing business as SPORTS ONE GROUP AND PERFORMANCE GEAR INTERNATIONAL, having a business address at 10636 Scripps Summit Court, Suite 166, San Diego, CA, 92131 (hereafter "Seller").
wellfleet partners, Inc. One Penn Plaza • 24th Floor • New York, NY 10119 Tel: 212-714-0400 • Fax 212-714-1835Consulting Agreement • January 12th, 2018 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT ("Agreement") is made as of the 8th day of January, 2018 between Wellfleet Partners, Inc., a New York corporation having its principal place of business at 1 Penn Plaza, 24th floor, New York City, NY 10119 (hereinafter referred to as "Wellfleet" or "WP"), and LifeApps Brands Inc., a company (hereinafter referred to as "LFAP") located at Polo Plaza, Suite 116E, Del Mar,CA 92014 (Wellfleet and LFAP) are each sometimes referred to herein as a "party" and together, the "parties").
RESCISSION AGREEMENTRescission Agreement • June 30th, 2021 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Rescission Agreement (this “Agreement”) is entered into as of June 23, 2021 (the “Rescission Date”), by and between GHS Investments, LLC (the “GHS”) and LGBTQ Loyalty Holdings, Inc. (the “Company”, each, a “Party” and, collectively, the “Parties”).
MANAGEMENT AND CONSULTING AGREEMENTManagement and Consulting Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
THIS MANAGEMENT AND CONSULTING AGREEMENT (the “Agreement”) is made and entered as of the 1st day of May, 2019, by and between Beacon Media Interactive, Inc., a California corporation, (the “Manager”) and LGBTQ Loyalty Holdings, Inc. (f/k/a “Life Apps Brands Inc.”), a Delaware corporation, and all of its owned and affiliated entities (the “Company”) (Manager and Company are collectively referred to herein as the “Parties” and each individually as a “Party”).
AMENDMENT NO. 1 TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • May 15th, 2018 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Brian Neal (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2011 • Prime Time Travel, Inc. • New York
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of September 20, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and LifeApps Digital Media Inc., a Delaware corporation formerly known as Prime Time Travel, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
AMENDMENT NO. 1 TO EXECUTIVE MANAGEMENT CONSULTING AGREEMENTExecutive Management Consulting Agreement • May 15th, 2018 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Robert Gayman (the “Advisor”).
AMENDMENTConvertible Note and Securities Purchase Agreement • October 15th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement, Debentures and Registration Rights Agreement • September 3rd, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2019 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (the “Company”) and Pride Partners LLC (“Pride” and together with the Company, the “Parties”) for the purpose of (i) amending that certain Securities Purchase Agreement, dated as of June 4, 2019, by and between the Parties (the “Purchase Agreement”), (ii) amending that certain 10% Original Issue Discount Senior Convertible Debenture due September 4, 2020 (the “Debentures”) and (iii) amending that certain Registration Rights Agreement, dated as of June 4, 2019, by and between the Parties (the “RRA”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Purchase Agreement.
FIRST AMENDMENT TO 10% CONVERTIBLE NOTE10% Convertible Note • July 20th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
THIS FIRST AMENDMENT TO 10% CONVERTIBLE NOTE (this “Amendment”) is made as of July 14, 2020 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder”).
SECURITIES EXCHANGE AGREEMENT among LIFEAPPS BRANDS INC., a Delaware corporation, LGBT LOYALTY LLC, a New York limited liability company, and MAXIM PARTNERS, LLC, a New York limited liability company January 25, 2019 SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • January 31st, 2019 • Lifeapps Brands Inc. • Services-computer processing & data preparation • Delaware
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 25, 2019 (the “Effective Date”) by and among LifeApps Brands Inc., a Delaware corporation (the “Parent”), LGBT Loyalty LLC, a New York limited liability company (the “Company”) and Maxim Partners, LLC, a New York limited liability company (the “Company Member”). The Parent, the Company and the Company Member are each a “Party” and referred to collectively herein as the “Parties.”
AMENDMENT NO. 1 TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • May 15th, 2018 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Robert A. Blair (the “Executive”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This GENERAL RELEASE AGREEMENT, dated as of September 20, 2012 (this “Agreement”), is entered into by and LifeApps Digital Media Inc. (formerly known as Prime Time Travel, Inc.), a Delaware corporation (“Seller”), Prime Time Split Corp., a Delaware corporation (“Split-Off Subsidiary”), LifeApps Inc., a Nevada corporation (“PrivateCo”) and Andrew Listerman (each, a “Buyer” and collectively, the “Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of June 4, 2019, is entered into by and between LGBTQ LOYALTY HOLDINGS, INC. (fka “LIFEAPPs BRANDS INc.”), a Delaware corporation (the “Company”), and the party identified as “Holder” on the signature page hereto (the “Holder”).
executive MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • December 21st, 2017 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
This MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2017, by and between Robert Gayman (“Advisor”), and LifeApps Brands Inc., a Delaware corporation, with its principal place of business at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the “Company”). Advisor and the Company shall sometimes be referred to herein singularly as a “Party” or collectively as the “Parties”.
FORM OF LOCK-UP AGREEMENT June 4, 2019Lock-Up Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of June 4, 2019 by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”) and each purchaser identified thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), with respect to the issuance of the Securities. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • November 2nd, 2016 • Lifeapps Brands Inc. • Services-computer processing & data preparation • New York
THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is entered into as of October 27, 2016, by and between LifeApps Brands Inc., a Delaware corporation (the “Company”) and Lesly A. Thompson (the “Lender”). The Company and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
LEAK-OUT AGREEMENT June 4, 2019Leak-Out Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and Brian Neal (collectively, the “Holder”).
AMENDMENT NO. 3 TO DEBENTURESDebentures • September 11th, 2020 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Amendment No. 3 to Debentures (this “Agreement”) is made and entered into as of September 10, 2020 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (the “Company”) and Pride Partners LLC (“Pride” and together with the Company, the “Parties”) for the purpose of amending that certain 10% Original Issue Discount Senior Convertible Debenture due September 4, 2020 (as amended, the “Debentures”). Reference is made to that certain Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated August 27, 2019 (“Amendment No. 1”) and that certain Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated October 14, 2019 (“Amendment No. 2” , together with Amendment No. 1, the “Amendments”). The Parties have entered into that certain Securities Purchase Agreement, dated as of June 4, 2019, by and between the Parties (as amended, the “Purchase Agreement”) and that certain Registration Rights A
