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”).
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”).
10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE September 4, 2020LGBTQ Loyalty Holdings, Inc. • June 10th, 2019 • 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 LGBTQ LOYALTY HOLDINGS, INC.LGBTQ Loyalty Holdings, Inc. • June 10th, 2019 • 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).
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”).
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”).
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.
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”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • June 10th, 2019 • LGBTQ Loyalty Holdings, Inc. • Services-computer processing & data preparation • New York
This Restricted Stock Grant Agreement (“Agreement”) is made as of May 1, 2019 (“Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (f/k/a “LifeApps Brands, Inc.”) a Delaware corporation (the “Company”) and Beacon Media Interactive, Inc., a California corporation (“Consultant”). Capitalized terms used but not defined herein shall have the meanings given to shares in the Management and Consulting Agreement dated as of May 1, 2019 between the Company and the Consultant (the “Management and Consulting Agreement”).
