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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/21/17 SOBR Safe, Inc. 10-Q 6/30/17 51:4.5M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 464K
2: EX-10.7 Form of Series A Preferred Stock Purchase HTML 51K
Agreement
3: EX-10.8 Form of Amendment No. 1 to Series A Preferred HTML 24K
Stock Purchase Agreement
4: EX-31.1 Certification -- §302 - SOA'02 HTML 22K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 21K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 17K
14: R1 Document and Entity Information HTML 41K
15: R2 Condensed Consolidated Balance Sheets HTML 86K
16: R3 Condensed Consolidated Balance Sheets HTML 38K
(Parenthetical)
17: R4 Condensed Consolidated Statements of Operations HTML 58K
(Unaudited)
18: R5 Condensed Consolidated Statements of Cash Flows HTML 79K
(Unaudited)
19: R6 Note 1. Organization, Operations and Summary of HTML 54K
Significant Accounting Policies
20: R7 Note 2. Going Concern HTML 20K
21: R8 Note 3. Related Party Transactions HTML 24K
22: R9 Note 4. Notes Payable HTML 134K
23: R10 Note 5. Derivative Liability HTML 43K
24: R11 Note 6. Income Taxes HTML 20K
25: R12 Note 7. Stock Options and Subscriptions Payable HTML 198K
26: R13 Note 8. Common Stock HTML 26K
27: R14 Note 9. Commitments and Contingencies HTML 33K
28: R15 Note 1. Organization, Operations and Summary of HTML 80K
Significant Accounting Policies (Policies)
29: R16 Note 1. Organization, Operations and Summary of HTML 33K
Significant Accounting Policies (Tables)
30: R17 Note 4. Notes Payable (Tables) HTML 134K
31: R18 Note 6. Derivative Liability (Tables) HTML 31K
32: R19 Note 7. Stock Options and Subscriptions Payable HTML 180K
(Tables)
33: R20 Note 9. Commitments and Contingencies (Tables) HTML 31K
34: R21 Note 1. Organization, Operations and Summary of HTML 26K
Significant Accounting Policies (Details)
35: R22 Note 1. Organization, Operations and Summary of HTML 24K
Significant Accounting Policies (Details
Narrative)
36: R23 Note 2. Going Concern (Details Narrative) HTML 19K
37: R24 Note 3. Related Party Transactions (Details HTML 44K
Narrative)
38: R25 Note 4. Notes Payable (Details) HTML 103K
39: R26 Note 4. Notes Payable (Details 1) HTML 32K
40: R27 Note 4. Notes Payable (Details Narrative) HTML 165K
41: R28 Note 5. Derivative Liability (Details ) HTML 30K
42: R29 Note 5. Derivative Liability (Details Narrative) HTML 58K
43: R30 Note 7. Stock Options and Subscriptions Payable HTML 46K
(Details)
44: R31 Note 7. Stock Options and Subscriptions Payable HTML 252K
(Details 1)
45: R32 Note 7. Stock Options and Subscriptions Payable HTML 90K
(Details Narrative)
46: R33 Note 8. Common Stock (Details Narrative) HTML 34K
47: R34 Note 9. Commitments and Contingencies (Details) HTML 34K
48: R35 Note 9. Commitments and Contingencies (Details HTML 20K
Narrative)
50: XML IDEA XML File -- Filing Summary XML 83K
49: EXCEL IDEA Workbook of Financial Reports XLSX 55K
8: EX-101.INS XBRL Instance -- imle-20170630 XML 2.06M
10: EX-101.CAL XBRL Calculations -- imle-20170630_cal XML 95K
11: EX-101.DEF XBRL Definitions -- imle-20170630_def XML 429K
12: EX-101.LAB XBRL Labels -- imle-20170630_lab XML 734K
13: EX-101.PRE XBRL Presentations -- imle-20170630_pre XML 560K
9: EX-101.SCH XBRL Schema -- imle-20170630 XSD 187K
51: ZIP XBRL Zipped Folder -- 0001477932-17-004113-xbrl Zip 95K
EXHIBIT 10.8
AMENDMENT NO. 1
TO
DEBT CONVERSION AND SERIES A PREFERRED STOCK
PURCHASE AGREEMENT
This Amendment No. 1 to Debt Conversion and Series A Preferred Stock Purchase Agreement (this “Amendment”) is made and entered into as of February 13, 2017, by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and [___________], an individual (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Stock Purchase Agreement (as defined below).
Recitals
WHEREAS, Company and Purchaser are parties to that certain Debt Conversion and Series A Preferred Stock Purchase Agreement dated November 30, 2015 (the “Stock Purchase Agreement”), relating to Purchaser’s acquisition of shares of the Company’s Series A Preferred Stock in exchange for forgiveness of certain debt Company owes Purchaser as set forth in the Stock Purchase Agreement;
WHEREAS, when the parties entered into the Stock Purchase Agreement it was contemplated that the Company would increase its authorized common stock within one year, after which time the Company would have sufficient authorized common stock to allow the Purchaser to convert his shares of the Company’s Series A Convertible Preferred Stock into shares of the Company’s common stock if he so desired;
WHEREAS, the Company is currently working on increasing its authorized common stock but has not yet completed the process and, as a result, does not have sufficient authorized common stock to honor a conversion request of the Purchaser if he was to submit one to the Company; and
WHEREAS, due to the Company not currently having sufficient authorized common stock to honor a conversion request if the Purchaser was to submit one, the Company and the Purchaser desire to amend the Series A Purchase Agreement such that the Purchaser cannot convert any shares of Series A Preferred Stock into shares of the Company’s common stock until the Company has increased its authorized common stock to a sufficient amount to allow it to effect a conversion request by the Purchaser if one were submitted.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to the Stock Purchase Agreement hereby agree as follows:
| -1- |
1. The parties agree to modify the terms of the Stock Purchase Agreement as necessary to acknowledge the parties’ agreement that the Purchaser cannot convert any shares of Series A Preferred Stock into shares of the Company’s common stock until the Company has increased its authorized common stock to a sufficient amount to effect a conversion request by the Purchaser. The parties further agree, the Purchaser also cannot effect any rights of the Series A Preferred Stock that are incident to the ability of the Purchaser to convert the shares, such as voting rights, until the shares can be converted according to the terms of this Amendment. For clarity, the shares of Series A Preferred Stock may not be voted by the Purchaser until such time as the shares of Series A Preferred Stock are convertible, since the voting rights of the Series A Preferred Stock are voted on an “as converted” basis and the shares of Series A Preferred Stock are not convertible until the Company has sufficient authorized common stock to effect any requested conversion. In the event the shares of Series A Preferred Stock are deemed to be able to vote on matters brought before the Company’s common stock holders prior to the Company increasing its authorized common stock, then the Purchaser hereby grants Charles Bennington, the CEO of the Company, a proxy to vote his shares of Series A Preferred Stock, until such time as the Company has increased its authorized common stock as contemplated herein.
2. This Amendment is being made pursuant to Section 6(f) of the Stock Purchase Agreement.
3. Scope. This Amendment relates only to the specific matters expressly covered herein. In all other respects, the Stock Purchase Agreement shall remain in full force and effect in accordance with its terms.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. No party shall raise the use of facsimile, e-mail or other means of electronic transmission or similar format to deliver a signature page as a defense to the formation of a contract and each such party forever waives any such defense.
5. Applicable Law; Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Amendment each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the appropriate federal or state court having jurisdiction over Orange County, California.
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IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Amendment No. 1 to the Stock Purchase Agreement as of the date first above written.
| TRANSBIOTEC, INC. | [____________________] | ||||
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| By: | By: | ||||
| Name: | Ivan Braiker | Name: [__________________] | |||
| Title: | Chief Executive Officer | ||||
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 8/21/17 | |||
| For Period end: | 6/30/17 | NT 10-Q | ||
| 2/13/17 | ||||
| 11/30/15 | ||||
| List all Filings | ||||