Attached files
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| 8-K - FRIENDABLE, INC. 8-K - Friendable, Inc. | friendable_8k-17566.htm |
EXHIBIT
4.1
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE "1933 ACT)
US
$100,000.00
FRIENDABLE, INC.
&
FAN PASS, INC.
12% CONVERTIBLE LOAN or PROMISSORY NOTE
TERM
– 12 MONTHS
DUE -
December 14, 2019
FOR
VALUE RECEIVED, Friendable, Inc., (the “Company”) and its wholly owned
subsidiary Fan Pass, Inc. (the “Sub”) promises to pay
to the order of ROBERT G. BISHOP, as Trustee of ROBERT G. BISHOP
Revocable Trust Dated April 30, 2018 and any of its authorized
successors (the
“Holder”) the aggregate principal face amount of
One Hundred Thousand Dollars (U.S. $100,000.00) on December 14,
2019 ("Maturity
Date") and to pay interest on the principal amount
outstanding hereunder at the rate of 12% per annum commencing on the date
hereof. The interest will be paid to the Holder in whose name this
Loan/Note is registered on the records of the Company. The
principal of, and interest on, this Convertible Loan/Note are
payable at 2744 W Casas Drive, Tucson AZ 85742. The Company will
pay each interest payment and the outstanding principal due upon
this Note before or on the Maturity Date, unless at the
Holder’s election, the balance of such Convertible Loan/Note
is converted to equity, under the terms of conversion identified
herein.
This
Note is subject to the following additional
provisions:
1.
This Note may be
transferred or exchanged only in compliance with the Securities Act
of 1933, as amended ("Act") and
applicable state securities laws. Any conversion ("Notice of
Conversion") shall be presented to the Company in writing,
on or before the maturity date of stated Convertible
Loan/Note.
2.
(a)
The Holder of this
Note is entitled, at its option, and after full cash payment under
the terms of this Convertible Loan/Note agreement are transferred
to the Company, to (“Convert”) the total
balance of the Convertible Loan/Note, plus interest. Interest will
be calculated based on any conversion that may occur, prior to the
12-month maturity date. Holder, upon such election to convert the
Convertible Loan/Note, shall be entitled to receive shares in both
Friendable, Inc. (the “Parent Company”) and Fan Pass,
Inc. (the “Subsidiary).
1
Upon conversion, the Holder shall receive shares as
follows:
Friendable,
Inc. - ONE HUNDRED THOUSAND (“100,000”)
SHARES
COMMON
STOCK (Post split
& debt restructure)
TOTAL - 1.63% EQUITY OWNERSHIP
Fan Pass,
Inc. – TWO MILLION (“2,000,000”) SHARES
COMMON STOCK
TOTAL
– 18.2% EQUITY OWNERSHIP
(b)
Upon a transfer of all or substantially all of the assets of the
Company to any person in a single transaction or series of related
transactions, a reclassification, capital reorganization or other
change or exchange of outstanding shares of the Common Stock, or
any consolidation or merger of the Company with or into another
person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the
jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of
Common Stock solely into shares of Common Stock, the Holder,
convert at any time prior to the maturity date and receive credit
for 12 months of interest on an accelerated basis.
(c)
In case of any Sale Event in connection with which this Convertible
Loan/Note is not redeemed or converted, the Company shall cause
effective provision to be made so that the Holder of this Note
shall have the right thereafter, by converting this Note, to
purchase or convert this Note into the kind and number of shares of
stock or other securities or property (including cash) receivable
upon such reclassification, capital reorganization or other change,
consolidation or merger. The foregoing provisions shall similarly
apply to successive Sale Events, as determined by the Board of
Directors of the Company or successor person or entity acting in
good faith.
3.
No provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of, and interest on, or allowing Holder to Convert this
Convertible Loan/Note into shares at the time, place, and rate, and
in the form, herein prescribed, at the election of the
Holder.
If the
Company should default in the payment of principal or interest on
this Note or any other note issued to the Holder;
Then,
or at any time thereafter, unless cured within ten (10) days, and
in each and every such case, unless such Event of Default shall
have been waived in writing by the Holder (which waiver shall not
be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder's sole discretion, the Holder may
consider this Note immediately due and payable, without
presentment, demand, protest or (further) notice of any kind (other
than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may
immediately, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies afforded by
law.
2
4.
Neither this Convertible Loan/Note nor any term hereof may be
amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder.
5.
The Company will give the Holder direct notice of any corporate
actions including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as
soon as possible under law.
6.
The Company will keep in close communications with updates
regarding the progress in executing the special stock offering/fund
raising and implementing the Fan Pass operations.
7.
Robert a Rositano Jr and Dean Rositano unconditionally guarantee
all the obligations of the Borrower under this Note and expressly
agrees that any modifications or extensions of this Note shall in
no way impair its guarantee.
8.
This Note shall be governed by and construed in accordance with the
laws of California applicable to contracts made and wholly to be
performed within the State of California and shall be binding upon
the successors and assigns of each party hereto. The Holder and the
Company hereby mutually waive trial by jury and consent to
exclusive jurisdiction and venue in the Superior Court of
California, County of Santa Clara or in the Federal District Court,
Northern District of California. The email transmission of an
executed version of this Note shall be effective as an original.
3
IN
WITNESS WHEREOF, the Company has caused this Note to be duly
executed by an officer thereunto duly authorized.
Dated:
December 13,
2018
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FRIENDABLE, INC.
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FAN PASS, INC.
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/s/Robert A Rositano
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By: ROBERT A ROSITANO JR
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Title:
CEO
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/s/Dean Rositano
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By: DEAN ROSITANO
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Title:
CTO
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| Holder: |
/s/ Robert
G Bishop
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| By: |
Robert G Bishop
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Trustee
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4
EXHIBIT
A
NOTICE OF CONVERSION
(To be
Executed by the Registered Holder in order to Convert the
Loan/Note)
The
undersigned hereby irrevocably elects to convert $___________ of
the above Note into _________ Shares of Common Stock of
Friendable, Inc. and/or
Fan Pass, Inc.
(“Shares”)
according to the conditions set forth in such Convertible
Loan/Note, as of the date written below.
If
Shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.
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Date of Conversion:
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Signature:
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[Print Name of Holder and Title of Signer]
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Address:
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SSN or EIN:
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Shares are to be registered in the following name:
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Name:
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Address:
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Tel:
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Fax:
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SSN or EIN:
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Shares are to be sent or delivered to the following
account:
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Account Name:
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Address:
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