Friendable, Inc. (OTCMKTS:FDBL) Files An 8-K Entry into a Material Definitive Agreement

On February 8, 2017, Friendable, Inc. (the Company) entered into
a Securities Purchase Agreement, dated February 2, 2017 (the SPA)
with EMA Financial, LLC (EMA), to issue and sell a 8% Convertible
Note in the principal amount of $159,750 (the Note) with a
maturity date of February 2, 2018 (the Maturity Date). The Note
was funded on February 9, 2017. Interest accrues daily on the
outstanding principal amount of the Note at a rate per annum
equal to 8% on the basis of a 365-day year. The principal amount
of the Note and interest is payable on the Maturity Date. The
Note is convertible into common stock, subject to Rule 144, at
any time after the issue date, at the lower of (i) the closing
sale price of the common stock on the on the trading day
immediately preceding the closing date, and (ii) 50% of the
lowest sale price for the common stock during the twenty-five
(25) consecutive trading days immediately preceding the
conversion date. If the shares are not delivered to EMA within
three business days of the Companys receipt of the conversion
notice, the Company will pay EMA a penalty of $1,000 per day for
each day that the Company fails to deliver such common stock
through willful acts designed to hinder the delivery of common
stock to EMA. EMA does not have the right to convert the note, to
the extent that it would beneficially own in excess of 4.9% of
our outstanding common stock. The Company shall have the right,
exercisable on not less than five (5) trading days prior written
notice to EMA, to prepay the outstanding balance on this note for
(i) 135% of all unpaid principal and interest if paid within 90
days of the issue date and (ii) 150% of all unpaid principal and
interest starting on the 91st day following the issue date. In
the event of default, the amount of principal and interest not
paid when due bear default interest at the rate of 24% per annum
and the EMA Note becomes immediately due and payable. In
connection with the Note, the Company paid EMA $9,750 for its
legal fees and expenses.

The Note is a long-term debt obligation that is material to the
Company. The Note also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Note in the event of such defaults. In the event
of default, at the option of EMA and in EMAs sole discretion, EMA
may consider the Note immediately due and payable.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.

These securities were not registered under the Securities Act of
1933, as amended (the Securities Act), but qualified for
exemption under Section 4(a)(2) of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a public offering, as defined in Section
4(a)(2) of the Securities Act, due to the insubstantial number of
persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered. The Company did
not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, this
investor had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that
such securities are restricted to Rule 144 of the Securities Act.
This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be
part of a public offering. Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.

Since November 14, 2016, the Company has issued, in reliance upon
Section 4(a)(2) of the Securities Act, 386,891,330 shares at a
weighted average price of $0.0006 to conversion notices totaling
$237,866 received under its convertible redeemable notes
outstanding. The issuance of such convertible notes was
previously disclosed in the Companys periodic reports filed with
the SEC.