Attached files
file | filename |
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8-K - FRIENDABLE, INC. 8-K - Friendable, Inc. | fdbl_8k-17853.htm |
EX-10.2 - STOCK PURCHASE AGREEMENT SERIES C PREFERRED STOCK - Friendable, Inc. | exhibit_10-2.htm |
EX-4.2 - DESIGNATION OF SERIES C PREFERRED STOCK - Friendable, Inc. | exhibit_4-2.htm |
EXHIBIT 10.1
AMENDMENT
AMENDMENT,
made this 26th day of December 2019, to that certain Debt
Restructuring Agreement dated March 26, 2019, by and among
Friendable, Inc., (the “Company”), Fan Pass, Inc.
(“Fan Pass”),
Robert A. Rositano Jr. (“Robert Rositano”), Dean Rositano
(“Dean
Rositano”), Frank Garcia (“Garcia”), Checkmate Mobile, Inc.
(“Checkmate”),
Ellis International LP (“Ellis”), Coventry Enterprises, LLC
(“Coventry”),
Palladium Capital Advisors, LLC (“Palladium”), EMA Financial, LLC
(“EMA”), Michael
Finkelstein (“Finkelstein”), and Barbara R.
Mittman (“Mittman”). Robert Rositano, Dean
Rositano, Garcia and Checkmate, collectively, (the
“Company
Principals”). Ellis, Coventry, Palladium, EMA,
Finkelstein, and Mittman are each a “Holder” and collectively, the
“Holders.”
A.
Company Principals
and Holders entered into that certain Debt Restructuring Agreement
dated March 26, 2019 (“Agreement”).
B.
The Agreement
required the Company Principals to complete certain conditions of
closing as set forth in the Agreement.
C.
Company Principals
have given Holders notice that it has satisfied all conditions of
closing.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Recitals.
Each of the parties hereto acknowledges and agrees that the
recitals set forth above in this Amendment are true and accurate
and are hereby incorporated into and made a part of this
Amendment.
2. Closing
Date. The Agreement is considered Closed as of November 5,
2019 and any conditions of closing not satisfied are
waived.
3. Reset
Dates. The “Reset Dates” as set forth in Section
1(h) of the Agreement shall be as follows: March 4, 2020 and July
2, 2020.
3. Certain
Acknowledgments. Each of the parties acknowledges and agrees
that no property or cash consideration of any kind whatsoever has
been or shall be given by Company Principals to Holders in
connection with any amendment to the Agreement granted
herein.
4. Other
Terms Unchanged. The Agreement, as amended by this
Amendment, remains and continues in full force and effect,
constitutes legal, valid, and binding obligations of each of the
parties, and is in all respects agreed to, ratified, and confirmed.
Any reference to the Agreement after the date of this Amendment is
deemed to be a reference to the Agreement as amended by this
Amendment. If there is a conflict between the terms of this
Amendment and the Agreement, the terms of this Amendment shall
control.
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5. Counterparts.
This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one instrument. The parties hereto confirm that
any electronic copy of another party’s executed counterpart
of this Amendment (or such party’s signature page thereof)
will be deemed to be an executed original thereof.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as December 26, 2019.
FRIENDABLE
INC.
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EMA
FINANCIAL, LLC
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By:
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/s/Robert Rositano
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By:
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/s/ Felicia
Preston
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Name:
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Robert Rositano
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Name:
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Felicia Preston
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Title:
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CEO
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Title:
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FAN
PASS INC.
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MICHAEL
FINKELSTEIN
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By:
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/s/Robert Rositano
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/s/ Michael
Finkelstein
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Name:
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Robert Rositano
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Michael
Finkelstein
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Title:
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CEO
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ELLIS
INTERNATIONAL LP
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BARBARA
MITTMAN
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By:
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/s/ Martin
Chopp
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/s/ Barbara
Mittman
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Name:
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Martin Chopp
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Barbara
Mittman
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Title:
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COVENTRY
ENTERPRISES LLC
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ROBERT
ROSITANO
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By:
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/s/ Jack
Bodenstein
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/s/Robert Rositano
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Name:
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Jack Bodenstein
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Robert
Rositano
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Title:
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DEAN
ROSITANO
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PALLADIUM
CAPITAL ADVISORS, LLC
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/s/Dean Rositano
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By:
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/s/ Joel
Padowitz
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Dean
Rositano
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Name:
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Joel Padowitz
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FRANK
GARCIA
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Title:
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/s/Frank Garcia
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Frank
Garcia
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