AGREEMENT
EXHIBIT 10.1
AGREEMENT
This
Agreement (the “Agreement”) is made and entered
into as of December 2, 2016 by and among Friendable, Inc., a Nevada
corporation (the “Company”), and Alpha Capital
Anstalt (“Alpha”). Capitalized terms used
but not defined herein will have the meanings assigned to them in
the October 7, 2016 Securities Purchase Agreement and Transaction
Documents (as defined below). Capitalized terms defined herein
shall be incorporated in the Transaction Documents, as
appropriate.
WHEREAS, the
Company and Alpha entered into a Securities Purchase Agreement
(“SPA”) and
other Transaction Documents (collectively, “Transaction Documents”) and Alpha
was issued Convertible Notes and Warrants; and
WHEREAS, the
Company and Alpha would like to amend Schedules 2.1 and 4.9 of the
SPA.
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.
Annexed hereto are
the amended Schedule 2.1 of
the SPA. For the avoidance of doubt, Alpha: (a) has already funded
$295,000 in November 2016; and (b) will be funding $295,000 in each
of December 2016, and January 2017, pursuant to the amended
Schedule 2.1 of the
SPA.
2.
Except as
specifically described herein, there is no other waiver expressed
or implied.
3.
The invalidity or
unenforceability of any provision hereof will in no way affect the
validity or enforceability of any other provision of the
Transaction Documents.
4.
This Agreement
shall be binding upon and inure to the benefit of the parties,
their successors and assigns.
5.
This Agreement
shall be effective upon the execution by all of the parties
herein.
6.
This Agreement
replaces any Agreement and Assignment that was executed on or about
November 7, 2016.
7.
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 Agreement to be executed as of the date first written
above.
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the
“Company”
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By:
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/s/
Xxxxxx
X. Xxxxxxxx Xx.
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Name:
Xxxxxx X. Xxxxxxxx Xx.
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Title:
CEO
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ALPHA
CAPITAL ANSTALT
the
“Purchaser”
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By:
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/s/
Xxxxxx
Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
Director
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SCHEDULE 2.1 TO THE SPA
$1,350,000 to be funded as follows:
$465,000.00 on the initial Closing Date
$295,000.00 on November 7, 2016
$295,000.00 on December 5, 2016
$295,000.00 on January 4, 2017
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SCHEDULE 4.9 TO THE SPA
$750,000
to be funded to Hang With as follows:
$225,000
on the initial Closing Date payment out of gross Subscription
Amount of $465,000
$175,000
following the November 2016 payment out of gross Subscription
Amount of $295,000
$175,000
following the December 2016 payment out of gross Subscription
Amount of $295,000
$175,000
following the January 2017 payment out of gross Subscription Amount
of $295,000
The
Company will use the net proceeds of the Closings following an
aggregate of $750,000 of payments to Hang With (up to $840,000 in
the aggregate including $240,000 in expected payments from Coventry
Enterprises, LLC) for working capital purposes.
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