GBBT 8-K 09/25/20

0001469709-20-000085.txt : 20200925 0001469709-20-000085.hdr.sgml : 20200925 20200925134523 ACCESSION NUMBER: 0001469709-20-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20200923 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200925 DATE AS OF CHANGE: 20200925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Boatworks Holdings, Inc. CENTRAL INDEX KEY: 0001647705 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 810750562 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55646 FILM NUMBER: 201198788 BUSINESS ADDRESS: STREET 1: 2637 ATLANTIC BLVD #134 CITY: POMPANO BEACH STATE: FL ZIP: 33062 BUSINESS PHONE: 954-934-9400 MAIL ADDRESS: STREET 1: 2637 ATLANTIC BLVD #134 CITY: POMPANO BEACH STATE: FL ZIP: 33062 8-K 1 gbbt8k_092520apg.htm GBBT 8-K 09/25/20 GBBT 8-K 09/25/20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2020

Global Boatworks Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)


Florida	000-55646	81-0750562
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

1707 North Charles Street, Suite 200A

Baltimore, Maryland 21201

(Address of Principal Executive Offices)

2637 Atlantic Blvd., #134

Pompano Beach, Florida 33062

(Former Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 443.863.7234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ .Written communications pursuant to Rule 425 under the Securities Act

☐ . Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
none	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2020, Global Boatworks Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement with R3 Score Technologies, Inc., a privately-owned Delaware corporation (the “R3 Score”) and its shareholders (the “R3 Shareholders”) dated September 3, 2020, to acquire up to 100% of the issued and outstanding capital stock of R3 Score in exchange for up to 103,307,061 shares of common stock, par value $0.00001 per share (the “Common Stock”) of the Company (the “Share Exchange Agreement”). The initial closing pursuant to which the Company will acquire 95% of R3 Score closed September 23, 2020. The Company may engage in subsequent closings for up to 100% of R3 Score to occur no later than September 30, 2020.

R3 Score has developed data-driven scoring designed to unlock new valuable employees and customers globally utilizing a multi-factor algorithm based on 11 factors assessing character, capacity, and continuity of choice. R3 Score sells its core product directly to businesses and consumers offering a contextualized background check and an alternative credit score. The alternative criminal background check is the wedge into the market with the goal of generating revenue as R3 Score seeks to grow more traditional and modern financial services. R3 Score considers itself a FinTech company with a goal of becoming a challenger, or neo bank for a traditionally overlooked and underbanked population. The proprietary risk model is used to shift the composition of the industry and gain market adoption is a strategic objective.

The initial product offerings are designed for the 1-in-3 (more than 70 million people) Americans living with an arrest or conviction record. R3 Score has a pathway to expand to the general public with thin consumer credit files and who are left out of traditional credit scoring models. The criminal background screening opportunity serves as an ideal place, to begin with, the growing dialogue around racial and criminal justice.

The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which was filed as an exhibit to the Form 8-K Current Report filed on September 4, 2020.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 23, 2020, the Share Exchange Agreement was consummated. The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

As disclosed under Items 1.01 of this Current Report on Form 8-K, pursuant to the Share Exchange Agreement, on September 23, 2020, the Company issued an aggregate of 99,057,358 unregistered shares of its Common Stock to the R3 Shareholders in exchange for 24,004,483 shares of common stock of R3 Score, which represented 94% of the issued and outstanding capital stock of R3 Score.

On September 23, 2020, concurrent with the closing of the Share Exchange Agreement, the Company issued 2,310,000 shares of Common Stock in connection with the conversion of Convertible Notes in the principal amount of $115,500.

On or about September 23, 2020, the Company entered into various service agreements with consultants for services previously rendered providing for the issuance of an aggregate of 3,800,000 shares of Common Stock.

On September 10, 2020, the Company entered into agreements with Robert Rowe, the former Chief Executive Officer and a director, and a consultant pursuant to which the parties agreed to convert accrued compensation in the amount of $384,000 and $482,979, respectively, into 1,100,000 and 888,709 shares of Common Stock, respectively.

Mr. Rowe and certain of the consultants agreed to pledge an aggregate of 750,000 shares of common stock to be deposited into escrow upon the Company and such consultants entering into an Escrow Agreement.

The Company issued 6% Convertible Debentures to accredited investors in the aggregate amount of $135,000. The principal and interest payable under the 6% Convertible Debentures are due and payable two years from the date of issuance. Further, the holder, at its election, may convert the 6% Convertible Debenture into shares of common stock at a conversion price of $0.37 per share.

As a result of the above transactions, the Company will have 110,057,385 shares of Common Stock outstanding.

The Company issued the above shares of its Common Stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities.

Item 5.01 Changes in Control of Registrant.

On September 23, 2020, the Share Exchange Agreement was consummated. The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Under the terms of the Share Exchange Agreement, control of the Company was transferred to the R3 Shareholders. Specifically, R3 Shareholders own 99,057,385 shares of Common Stock representing 90% of the total issued and outstanding Common Stock. Further, concurrent with the closing of the Share Exchange Agreement, Robert Rowe, the former Chief Executive Officer of the Company, sold, transferred, and assigned 1,000,000 shares of Series A Preferred Shares to Laurin Leonard. The rights and privileges of these shares are super-voting rights at the rate of 1,000 votes for each preferred share and the right to redeem the shares for $1,000 in total. Further, the Company may not amend, alter or repeal its Articles of Incorporation or Bylaws, designate any new shares of preferred stock or initiate any action in an attempt to diminish the rights of the Series A Preferred Stock without the approval of the Series A Preferred Stock.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 23, 2020, the (“Execution Date”), Robert Rowe submitted his resignation as Chief Executive Officer effective immediately and a member of the Board, whose resignation shall become effective on the 10^th day following the filing of this information statement to the stockholders of the Company. Prior to the above resignation on the Execution Date, Laurin Leonard was appointed as Chief Executive Officer, Treasurer, Secretary, and Director, effective immediately.

On September 23, 2020, Ms. Leonard was appointed as Chief Executive Officer, Treasurer, Secretary, and Director of the Company. From May 2018 to the present, Ms. Leonard served as the Chief Operating Officer and Co-Founder of R3 Score Technologies, Inc. From 2012 to present, Ms. Leonard has served as Executive Director of Mission: Launch, Inc., a not-for-profit 501(C)(3) with a mission to improve socio-economic outcomes for marginalized communities. Ms. Leonard is a current Visiting Research Fellow at Harvard University’s Kennedy School Carr Center. She is a graduate of The Johns Hopkins University Carey Business School - MS, Information Systems Candidate (2011-12) and has earned certifications in Competitive Intelligence (2011) and Leadership Development for Minority Managers (2010). Additionally, she earned a Bachelor of Science in Sociology from Old Dominion University (2006).

Item 8.01 Other Events.

Following the closing of the Share Exchange Agreement, the Company entered into a Letter Agreement with Robert Rowe pursuant to which the Company sold Global Boatworks, LLC, a former wholly-owned subsidiary of the Company, to Mr. Rowe in consideration of Mr. Rowe assuming liabilities in the amount of $371,067.

The Company issued Notes in exchange for the forgiveness of accrued compensation and for loans received in the aggregate amount of $84,567. The Notes accrue 6% interest per annum and mature 45 days from issuance.

Item 9.01 Financial Statements and Exhibits.


	(a)	Financial statements of businesses acquired

		The Company shall provide the financial statements required by this item no later December 3, 2020 (71 calendar days after the date that this Form 8-K must be filed)

	(b)	The Company shall provide the pro forma financial information required by this item no later December 3, 2020 (71 calendar days after the date that this Form 8-K must be filed).

	(d)	Exhibits


Exhibit	Description
4.1	Form of 6% Convertible Debenture dated September 2020
4.2	Form of Note payable dated September 21, 2020
10.1	Share Exchange Agreement, dated September 3, 2020, 2020, between Global Boatworks Holdings, Inc., R3 Score Technologies, Inc., and the shareholders of R3 Score Technologies, Inc. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 4, 2020)
10.2	Letter Agreement between Robert Rowe and Laurin N. Leonard dated September 21, 2020
10.3	Letter Agreement between Global Boatworks Holdings, Inc. and Robert Rowe dated September 22, 2020
10.4	Conversion Agreement dated September 21, 2020, by and between Global Boatworks Holdings, Inc. and Robert Rowe
10.5	Conversion Agreement dated September 21, 2020, by and between Global Boatworks Holdings, Inc. and Oceanside Equities, Inc.
10.6	Form of Services Agreement dated September 2020
10.7	Amendment No. 1 to the Share Exchange Agreement dated September 23, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOBAL BOATWORKS HOLDINGS, INC.

Date: September 25, 2020

By: /s/ Laurin N. Leonard

Laurin N. Leonard, Chief Executive Officer

EX-4.1 2 ex4_1apg.htm EXHIBIT 4.1 EXHIBIT 4.1

EXHIBIT 4.1

THIS DEBENTURE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

GLOBAL BOATWORKS HOLDINGS, INC.

6% CONVERTIBLE DEBENTURE

$________

September __, 2020

FOR VALUE RECEIVED, Global Boatworks Holdings, Inc., a Florida corporation (the “Company”) with its principal executive office at 2637 Atlantic Blvd., Pompano Beach, Florida 33062, promises to pay to the order of __________ (the “Holder”) or registered assigns, on the two year anniversary of the date hereof (the “Original Issue Date”), unless accelerated due to the occurrence of an Event of Default (the earlier of such dates is referred to as the “Maturity Date”), the principal amount of ______ Thousand Dollars ($__,000.00) (the “Principal Amount”) and interest on the Principal Amount, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Interest on this Debenture shall accrue on the Principal Amount outstanding from time to time at a rate per annum computed in accordance with Section 2 hereof. This Debenture may be prepaid by the Company without penalty. This Debenture is issued pursuant to that certain Securities Purchase Agreement of the same date hereof (the “Agreement”).

Conversion.

This Debenture shall be convertible into shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date. The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the Principal Amount and interest to be converted by (y) the Conversion Price (as defined herein). The Company shall deliver Common Stock certificates to the Holder prior to the third (3rd) trading day after a Conversion Date.

The Holder shall effect conversions by delivering to the Company a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”). The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Company in order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error.

The Holder is entitled, at its option, to convert, and sell on the same day, at any time, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares of the Company’s common stock, par value $0.0001 per share, at the price per share equal to $0.37 (the “Conversion Price”).

Computation of Interest.

Base Interest Rate; Payment of Interest. The outstanding Principal Amount shall bear interest at the rate of 6.0% per annum. Interest shall be based on a 360 day year. Accrued interest will be due and payable on the Maturity Date.

Maximum Rate. In the event that it is determined that, under the laws relating to usury applicable to the Company or the indebtedness evidenced by this Debenture (“Applicable Usury Laws”), the interest charges and fees payable by the Company in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Debenture to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest shall be recalculated for the period in question and any excess over the Maximum Rate paid with respect to such period shall be credited, without further agreement or notice, to the Principal Amount outstanding hereunder to reduce said balance by such amount with the same force and effect as though the Company had specifically designated such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free prepayment. All such deemed prepayments shall be applied to the principal balance payable at maturity. In no event shall any agreed-to or actual exaction as consideration for this Debenture exceed the limits imposed or provided by Applicable Usury Laws in the jurisdiction in which the Company is resident applicable to the use or detention of money or to forbearance in seeking its collection in the jurisdiction in which the Company is resident.

Stock Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively, “Common Stock Equivalents”); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re classification.

Affirmative Covenants. The Company covenants and agrees that, so long as this Debenture shall be outstanding, it will perform the obligations set forth in this Section 4:

Maintenance of Existence. The Company will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to the Company, except where the failure to comply would not have a material adverse effect on the Company; and

Books and Records. The Company will at all times keep true and correct books, records and accounts reflecting its business affairs. Such books and records shall be open at reasonable times and upon reasonable notice to the inspection of the Holder or its agents.

Events of Default

The term “Event of Default” shall mean any of the events set forth in this Section 5.A.:

(i)

Non-Payment of Obligations. The Company shall default in the payment of the Principal Amount or accrued interest of this Debenture as and when the same shall become due and payable, whether by acceleration or otherwise.

(ii)

Non-Performance of Affirmative Covenants. The Company shall materially default in the due observance or performance of any covenant set forth in Section 4.

(iii)

Bankruptcy, Insolvency, etc. The Company shall:

(a)

apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company, or make a general assignment for the benefit of creditors; or

(b)

permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief.

Action if Bankruptcy. If any Event of Default described in clause (iii) of Section 5.A. shall occur, the outstanding Principal Amount of this Debenture and all other obligations hereunder shall automatically be and become immediately due and payable, without notice or demand.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clause (iii) of Section 5.A.) shall occur for any reason, whether voluntary or involuntary, and be continuing, for thirty (30) days after written notice thereof by Holder to the Company, during which period such Event of Default is not cured, the Holder may, upon notice to the Company, declare all or any portion of the outstanding Principal Amount of the Debenture, together with interest accrued thereon, to be due and payable and any or all other obligations hereunder to be due and payable, whereupon the full unpaid principal amount hereof, such accrued interest and any and all other such obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand, or presentment.

Miscellaneous.

Parties in Interest. All covenants, agreements and undertakings in this Debenture binding upon the Company or the Holder shall bind and inure to the benefit of the successors and permitted assigns of the Company and the Holder, respectively, whether so expressed or not.

Governing Law; Forum. This Debenture shall be governed by the laws of the State of Ohio as applied to contracts entered into and to be performed entirely within the State of Ohio and the parties consent to the jurisdiction of the courts of the State of Ohio and the United States District Courts situated in Hamilton County, Ohio.

Waiver of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN

CONNECTION WITH, THIS DEBENTURE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE HOLDER OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER PURCHASING THIS DEBENTURE.

Notice. All notices shall be in writing, and shall be deemed given when actually delivered to a party at its address and in accordance with the procedure set forth in the Agreement.

No Waiver. No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed to have any application to any future default or exercise of rights hereunder.

IN WITNESS WHEREOF, this Debenture has been executed and delivered on the date specified above by the duly authorized representative of the Company.

GLOBAL BOATWORKS HOLDINGS, INC.

By:________________________________

Name: Robert Rowe

Title: Chief Executive Officer

EXHIBIT “A”

CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Debenture)

TO:

The undersigned hereby irrevocably elects to convert $__________________ of the principal amount of Debenture No. ____ into Shares of Common Stock of GLOBAL BOATWORKS HOLDINGS, INC., according to the conditions stated therein, as of the Conversion Date written below.


Conversion Date:
Amount to be converted:	$
Conversion Price:	$
Number of shares of Common Stock to be issued:
Amount of Debenture Unconverted:	$


Please issue the shares of Common Stock in the following name and to the following address:
Issue to:

Authorized Signature:
Name:
Title:
Broker DTC Participant Code:
Account Number:

EX-4.2 3 ex4_2apg.htm EXHIBIT 4.2 EXHIBIT 4.2

EXHIBIT 4.2

NOTE

September , 2020

Pompano Beach, Florida

FOR VALUE RECEIVED, Global Boatworks Holdings, Inc. (the "Maker"), hereby promises to pay ______ (the "Payee"), at such place as Payee may, from time to time, designate, the principal sum of $_____ in lawful money of the United States promptly no later than 45 days from the date hereof (the “Maturity Date”).

Maker further promises to pay interest on the unpaid principal balance hereof at the rate of six percent (6%) per annum, such interest to be paid at maturity. Interest shall be calculated on the basis of a 360 day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of Florida. In the event this Note is not paid in full as of the Maturity Date, the Payee may convert the Note in full into 500,000 shares of common stock of the Maker which such shares of common stock will be delivered to the Payee or its designees.

This Note can be prepaid in whole or in part at any time without the consent of the Payee provided that Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment.

Notwithstanding the due date of this Note specified above, the entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable upon the occurrence of any of the following:

The Maker commits an act of bankruptcy, making an assignment for the benefit of creditors or making or sending a notice of intended bulk transfer, or if a meeting of creditors is convened or a committee of creditors is appointed for, or any petition or proceeding for any relief under any bankruptcy, reorganization, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute now or hereinafter in effect (whether at law or in equity) is filed or commenced by or against Maker or any property of Maker, or the appointment of a receiver or trustee for Maker or any property of Maker.

The Maker waives demand, presentment, protest and notice of any kind.

This Note may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged.

This Note shall be governed by and construed in accordance with the laws of the State of Florida and shall be binding upon the successors, assigns, heirs, administrators and executors of the Maker and enure to the benefit of the Payee, its successors, endorsees, assigns, heirs, administrators and executors.

If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby.

Global Boatworks Holdings, Inc.

By:____________________________

Name: Laurin Leonard

Title: CEO

EX-10.2 4 ex10_2apg.htm EXHIBIT 10.2 EXHIBIT 10.2

EXHIBIT 10.2

Robert Rowe

September 21, 2020

Laurin N. Leonard

1707 N Charles Street, Suite 200A

Baltimore, MD 21201

Re: Global Boatworks Holdings, Inc.

Dear Ms. Leonard:

This agreement will set forth the terms and conditions pursuant to which Robert Rowe (“Seller”), will sell to Laurin N. Leonard (“Buyer”) 1,000,000 shares of Series A Preferred Stock (the “Preferred Stock”) payable by Global Boatworks Holdings, Inc. (“GBBT”).

Seller will sell to Buyer, and Buyer will purchase from Seller, the Preferred Stock for a purchase price of $1,000 (the “Purchase Price”). Payment of the Purchase Price shall be made concurrently with the execution of this agreement and Seller delivering the Preferred Stock to the Buyer together with written instructions to GBBT to transfer the Preferred Stock to the Buyer. The Purchase Price will be paid by check.

Seller represents that the Seller owns the Preferred Stock free and clear of any liens or options, rights or other security or other interests in the Preferred Stock. Seller agrees and acknowledges that it will have no further interest in the Preferred Stock.

Buyer represents that Buyer is an accredited investor, as defined in Rule 501 of the Securities Act of 1933, that Buyer is acquiring the Preferred Stock for Buyer’s own account and not with a view to the sale or distribution of the Preferred Stock, that Buyer understands that the Preferred Stock is restricted securities, as defined in said Rule 144, and may not be sold except pursuant to an effective registration statement or an exemption from registration and that the Preferred Stock will bear GBBT’s standard investment legend.

This agreement constitutes the entire agreement of the parties as to its subject matter, superseding any prior or contemporaneous agreements, understandings or letter of intent, and may not be amended nor may any right be waived except by an instrument which refers to this agreement, states that it is an amendment or waiver and is signed by both parties in the case of an amendment or the party granting the waiver in the case of a waiver.

Please confirm your agreement with the foregoing by signing this agreement and returning it to the Buyer and copying GBBT.

Very truly yours,

/s/ Robert Rowe

Robert Rowe

AGREED TO this 21st day of September, 2020.

/s/ Laurin N. Leonard

Laurin N. Leonard

ACKNOWLEDGED:

Global Boatworks Holdings, Inc.

By: /s/Robert Rowe

Name: Robert Rowe

Title: CEO

EX-10.3 5 ex10_3apg.htm EXHIBIT 10.3 EXHIBIT 10.3

EXHIBIT 10.3

Global Boatworks Holdings, Inc.

September 22, 2020

Robert Rowe

Re: Global Boatworks, LLC

Mr. Rowe:

The agreement will set forth the terms and conditions pursuant to which Global Boatworks Holdings, Inc. (“Seller”) will sell to Robert Rowe (“Purchaser”), 100% of the membership interest (the “Interest”) of Global Boatworks, LLC, a Florida corporation (“GB”), as follows:

Seller will sell to Purchaser, and Purchaser will purchase from Seller, the Interest for a purchase price of Buyer assuming $371,067.46 (plus any additional accrued interest, cumulative charges less any payments made in liabilities since the Exhibit A list was composed) of Seller as detailed on Exhibit A attached hereto.

Seller represents that:

(a)

Seller owns the Interest free and clear of any liens or options, rights or other security or other interests in the Interest; and

(b)

Seller has the right to sell the Interest to Purchaser, and neither the execution of this Agreement nor the sale of the Interest pursuant to this Agreement violates any agreements to which Seller is a party or any law to which Seller is subject.

Seller makes no representation or warranty as to the business, financial condition or prospects of GB.

Purchaser represents and warrants to Seller as follows:

(a)

Purchaser understands that the offer and sale of the Interest is being made only by means of this Agreement, and no representations or warranties are being made except as set forth in this Agreement.

(b)

Purchaser acknowledges and agrees that the Interest has not been registered under the Securities Act of 1933 and Purchaser is an accredited investor.

(c)

Purchaser is acquiring the Interest as principal for Purchaser’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Interest.

(d)

Purchaser has such knowledge and experience in financial and business matters as to enable Purchaser to understand the nature and extent of the risks involved in purchasing the Interest. Purchaser is fully aware that such investments can and sometimes do result in the loss of the entire investment. Purchaser has engaged his or her own counsel and accountants to the extent that Purchaser deems it necessary.

The Agreement constitutes the entire agreement of the parties as to its subject matter, superseding any prior or contemporaneous agreements, understandings or letter of intent, and may not

be amended nor may any right be waived except by an instrument which refers to this Agreement, states that it is an amendment or waiver and is signed by both parties in the case of an amendment or the party granting the waiver in the case of a waiver.

Please confirm your agreement with the foregoing by signing this Agreement and returning it to Seller.

Very truly yours,

Global Boatworks Holdings, Inc.

By: /s/ Laurin Leonard

Name: Laurin Leonard

Title:CEO

AGREED TO this 22nd day of September, 2020.

/s/ Robert Rowe

Robert Rowe

Exhibit A

Jonathan Leinwand - $ 23,874.75

Bob Rowe - $ 45,579.11

Chris Van Vliet - $ 8,500.00

Double P Construction - $ 40,922.00

Bahia Mar Marina - $ 7,741.45

Carter Terry - $ 9,150.00

Kim Hackett - $ 15,000.00

David Sica - $ 22,500.00

BofA credit card a/o 7/6/20 - $ 34,000.52

Barclays Bank Jet Blue credit card a/o 07/08/20 - $ 4,388.53

CitiBank CostCo CC a/o 03/31/20 - $ 10,916.51

AmEx Plum CC a/o 07/14/20 - $ 2,770.51

Greenspoon Marder - $ 11,495.00

Homeaway - $ 11,488.00

Florida sales tax payable - $ 710.33

Bob ST LOC a/o 06/30/20 - $ 9,353.11

ST loan - WTC #1 a/o 06/30/20 - $ 19,829.49

ST loan - WTC #2 a/o 06/30/20 - $ 38,404.15

ST loan - Paladin RB a/o 03/31/20 - $ 13,260.82

ST loan - WTC RB a/o 03/31/20 - $ 13,260.82

S-T loan - M Athanas - $ 10,000.00

Suzuki Motors a/o 08/1/20 - $ 17,922.36

Total - $ 371,067.46

EX-10.4 6 ex10_4apg.htm EXHIBIT 10.4 EXHIBIT 10.4

EXHIBIT 10.4

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (the "Agreement"), dated as of September 21, 2020 (the “Effective Date”) is made by and between Global Boatworks Holdings, Inc., a Florida corporation (the “Company”), and Robert Rowe (the “Debt Holder”).

WHEREAS, Debt Holder is owed $482,979 in accrued compensation as of the Effective Date (the “Debt”).

WHEREAS, the Company and Debt Holder wish to convert the Debt into such number of shares of common stock of the Company equal to the Debt divided by the conversion price of $0.4391 per share (the "Conversion Price") resulting in the issuance of 1,100,000 shares of common stock of the Company (the “Shares”) to Debt Holder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

Conversion. It is agreed by the Company and Debt Holder that on the Effective Date the Debt shall convert into the Shares at the Conversion Price.

Certificate Delivery. Within three (3) business days of the Effective Date, the Company shall deliver a certificate or evidence of a book entry representing the Shares to Holder.

Further Assurances. The parties, by entering into this Agreement, agree to execute all agreements and other documents as reasonably requested by the other party.

Representations and Warranties and Covenants of Debt Holder. Debt Holder represents, warrants and covenants to the Company as follows:

a. No Registration. Debt Holder understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Debt Holder’s representations as expressed herein or otherwise made pursuant hereto.

b. Investment Experience. Debt Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that Debt Holder can protect Debt Holder’s interests. Debt Holder has such knowledge and experience in financial and business matters so that Debt Holder is capable of evaluating the merits and risks of Debt Holder’s investment in the Company.

d. Speculative Nature of Investment; SEC Reports; Dilution. Debt Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. Debt Holder can bear the economic risk of such investment and is able, without impairing such financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of Debt Holder’s investment. Debt Holder further understands that the Company will need issue additional shares of common stock in connection with (i) future financings, (ii) the retention or hiring of management and employees and (iii) the conversion of existing outstanding debt that will be converted at various conversion prices some which will be at a price less than the Conversion Price, which will significantly dilute Debt Holder.

e. Accredited Investor. Debt Holder is an “accredited investor’ within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f. Rule 144. Debt Holder acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Debt Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Debt Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares the Debt Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g. Authorization.

i. The Debt Holder has all requisite power and authority to execute and deliver this Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Debt Holder necessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of the Debt Holder’s obligations herein, has been taken.

ii. This Agreement, when executed and delivered by the Debt Holder, will constitute valid and legally binding obligations of the Debt Holder, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Debt Holder in connection with the execution and delivery of this Agreement by the Debt Holder or the performance of the Debt Holder’s obligations hereunder.

h. Brokers or Finders. The Debt Holder has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Debt Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement and the transactions related hereto.

i. Tax Advisors. The Debt Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Debt Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Debt Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

j. Legends. The Debt Holder understands and agrees that the certificates evidencing the Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Miscellaneous.

a. Notice. Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.

b. Law and Jurisdiction. The laws of the State of Florida apply to this Agreement, without deference to the principles of conflicts of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Florida.

c. Severability. If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.

d. Waiver. The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.

e. Assignability. This Agreement shall not be assignable by either party.

f. Amendment. This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.

g. Entire Agreement. This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and

terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

GLOBAL BOATWORKS HOLDINGS, INC.

By: /s/ Robert Rowe

Name: Robert Rowe

Title: CEO

/s/ Robert Rowe

Robert Rowe

EX-10.5 7 ex10_5apg.htm EXHIBIT 10.5 EXHIBIT 10.5

EXHIBIT 10.5

CONVERSION AGREEMENT

WHEREAS, Debt Holder is owed $384,000 in accrued compensation as of the Effective Date (the “Debt”).

WHEREAS, the Company and Debt Holder wish to convert the Debt into such number of shares of common stock of the Company equal to the Debt divided by the conversion price of $0.4391 per share (the "Conversion Price") resulting in the issuance of 888,709 shares of common stock of the Company (the “Shares”) to Debt Holder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

Conversion. It is agreed by the Company and Debt Holder that on the Effective Date the Debt shall convert into the Shares at the Conversion Price.

Certificate Delivery. Within three (3) business days of the Effective Date, the Company shall deliver a certificate or evidence of a book entry representing the Shares to Holder.

Further Assurances. The parties, by entering into this Agreement, agree to execute all agreements and other documents as reasonably requested by the other party.

Representations and Warranties and Covenants of Debt Holder. Debt Holder represents, warrants and covenants to the Company as follows:

g. Authorization.

Miscellaneous.

e. Assignability. This Agreement shall not be assignable by either party.

f. Amendment. This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.

g. Entire Agreement. This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

GLOBAL BOATWORKS HOLDINGS, INC.

By: /s/ Robert Rowe

Name: Robert Rowe

Title: CEO

OCEANSIDE EQUITIES INC.

By:/s/ Vince Beatty

Name: Vince Beatty

Title: CEO

EX-10.6 8 ex10_6apg.htm EXHIBIT 10.6 EXHIBIT 10.6

EXHIBIT 10.6

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “Agreement”), entered into this ___ day of September 2020, sets forth the arrangement between ________________, with an address located at ______________ (hereinafter referred to as “Consultant”), and Global Boatworks Holdings, Inc., a Florida corporation, with its principal place of business at 2637 Atlantic Blvd., #134, Pompano Beach, FL 33062 (hereinafter referred to as “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.

W I T N E S S E T H:

WHEREAS, the Company is in process of evaluating and closing the acquisition of R3 Score Technologies Inc. which has developed data driven scoring designed to unlock new valuable employees and customers globally utilizing a multi-factor algorithm based on 11 factors assessing character, capacity and continuity of choice;

WHEREAS, since June 2020, the Consultant has provided various services relating to the acquisition R3 Score Technologies Inc. including the introduction and assisting in the closing of the acquisition (the “Closing”) (collectively, the "Services");

WHEREAS, the Consultant has extensive knowledge and experience with respect to the Services and the Consultant has provided the Services to the Company; and

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

Purpose; Services. In consultation with the management of the Company, the Consultant has provided the Services. Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company. Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.

Compensation. On the date hereof, Consultant shall be issued ______ shares of common stock with a cost basis of $0.80 per share. The shares of common stock shall be issued and fully earned upon the Closing.

Independent Contractor Relationship. This Agreement is intended to create an independent contractor relationship between Consultant and Company.

(a)

No Taxes Withheld from Compensation. Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the parties that Company has not, is not, and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, Federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained.

(b)

Consultant Controls Time and Effort. It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement, and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement, and the manner and means of Consultant’s performance under this Agreement.

(c)

Independence from Company. The parties further agree that Consultant shall have no control or supervision over Company’s employees, officers, directors, representatives or affiliates. Consultant will not represent that it is an employee of Company. Consultant shall at all times represent himself and be construed as independent of Company. Consultant shall not, under any circumstances, be deemed to be a servant or employee

of Company for any purpose, including for Federal tax purposes. Consultant’s relationship to Company is that of an independent contractor, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company. Consultant shall have no authority to bind Company or any of its employees, officers, directors, representatives or affiliates by any promise or representation, oral or otherwise, unless specifically authorized in a writing bearing an authorized signature of a Company officer, director or representative. All discussions and negotiations with any source for funding and/or financing shall be conducted by Company.

Consultant represents that it is an accredited investor as such term is defined under the Securities Act of 1933, as amended.

Confidential Information. Consultant acknowledges that, pursuant to this Agreement, Consultant may be given access to or may become acquainted with certain information, trade secrets or both, of the other party, including but not limited to, confidential information and trade secrets regarding computer programs, designs, skills, patents, pending patents, copyrights, procedures, methods, documentation, plans, drawings, schematics, facilities, customers, policies, marketing, pricing, customer lists and other information and know-how all relating to or useful to the Company (collectively, the “Confidential Information") and the exclusive property of the Company.

Nondisclosure of Confidential Information. During the term of this Agreement and for a period of five years thereafter, Consultant shall only disclose the Confidential Information in connection with its performance pursuant to this Agreement, subject to the terms and conditions of this Agreement, and otherwise, the Consultant shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or entity, any of the Confidential Information. Consultant expressly agree that the Confidential Information affects the successful and effective conduct of the Company’s business and its goodwill, and that any breach of the terms of this Section by the Consultant is a breach of this Agreement.

Exceptions to Nondisclosure. Notwithstanding anything to the contrary contained in this Agreement, the Consultant shall not be prohibited from disclosing to third parties, or using without the prior written consent of the Company, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to the Consultant, as evidenced by written records in the possession of Consultant, (c) is subsequently disclosed to Consultant by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by the Company to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to the Company which would allow the Company sufficient time to attempt to obtain injunctive relief in respect to such disclosure.

Term, Termination of this Agreement and Return of Property. The Term of this Agreement shall be for a period of one (1) month (the “Term”).

Notice. Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.

10.

Law and Jurisdiction. The laws of the State of Florida apply to this Agreement, without deference to the principles of conflicts of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be in the State of Florida.

11.

Severability. If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.

12.

Waiver. The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.

13.

Amendment. This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.

14.

Entire Agreement. This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.

15.

Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument. Confirmation of execution by electronic transmission of a facsimile signature shall be binding on the confirming party.

SIGNING THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.

Global Boatworks Holdings, Inc.

By:

Name:

Robert Rowe

Title: CEO

By:

Name:

Title:

EX-10.7 9 ex10_7apg.htm EXHIBIT 10.7 Converted by EDGARwiz

EXHIBIT 10.7

AMENDMENT NO. 1 TO THE

SHARE EXCHANGE AGREEMENT

AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated as of September 21, 2020 (the “Agreement”), by and among GLOBAL BOATWORKS HOLDINGS, INC., a Florida corporation (“Purchaser”), R3 SCORE TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and each of the shareholders of the Company set forth on the signature page hereof (collectively, the “Sellers”) amending the terms of the Share Exchange Agreement dated September 3, 2020 (the “Original Agreement”). Each of the Company, Purchaser and each Seller is referred to herein as a “Party” and collectively, as the “Parties”. All terms not defined herein shall have the meaning ascribed to them in the Original Agreement.

WITNESSETH

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree that the Original Agreement shall be amended as follows:

Section 2.4 shall be amended and restated as follows:

2.4

Closing. The Parties hereto shall use their best efforts to close the transactions contemplated by this Agreement (the “Closing”), by September 18, 2020 pursuant to which the Purchaser will acquire 95% of the Company; provided, however, there may be more than one closing with additional closings occurring no later than October 31, 2020. Additional Closings will occur pursuant to which the Purchaser will acquire up to 100% of the Company. Following the initial Closing, additional Sellers may become party to this Agreement. In connection with an additional Seller becoming a party to this Agreement, such additional Seller shall execute a copy of this Agreement.

Section 2.6 shall be amended and restated as follows:

2.6

Cash Proceeds. Concurrent with the initial Closing, the Purchaser shall close on a convertible note financing in the amount of $135,000, which will be wired to the escrow account of Fleming PLLC. Robert Rowe, as representative of Purchaser, will direct Fleming PLLC to disburse such amount to existing trade payables and consultants of Purchaser.

Section 5.17 shall be amended and restated as follows:

5.17

Litigation.

Except for (Complaint and Demand for Jury Trial filed by Gordon McNichols against the Purchaser in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida (Case No.: CACE-20-015122), there is no suit, action, proceeding, investigation, claim or order pending or, to the knowledge of Purchaser, overtly threatened against Purchaser (or to the knowledge of Purchaser, pending or threatened, against any of the officers, directors or key employees of Purchaser with respect to their business activities on behalf of Purchaser), or to which Purchaser is otherwise a party, before any court, or before any governmental department, commission, board, agency, or instrumentality which, if adversely determined, would have a Purchaser Material Adverse Effect; nor to the knowledge of Purchaser is there any reasonable basis for any such action, proceeding, or investigation. Purchaser is not subject to any judgment, order or decree of any court or governmental agency except to the extent the same are not reasonably likely to have a Purchaser Material Adverse Effect and Purchaser is not engaged in any legal action to recover monies due it or for damages sustained by it.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the day and year first above written.

PURCHASER:

GLOBAL BOATWORKS HOLDINGS, INC.

By: /s/ Robert Rowe

Name: Robert Rowe

Title: Chief Executive Officer

COMPANY:

R3 SCORE TECHNOLOGIES, INC.

By: /s/ Teresa Y. Hodge

Name: Teresa Y. Hodge

Title: CEO

By: /s/ Robert Rowe

Name: Robert Rowe, Individually

Solely with respect to his obligations

pursuant to Article 12 hereof

SELLER SIGNATURE PAGE FOLLOWS:

/s/ Teresa Y. Hodge

/s/ Laurin Leonard

Teresa Y. Hodge

Laurin Leonard

/s/ Aliya Rahman

/s/ Pamela Keye

Aliya Rahman

Pamela Keye

Mission Launch, Inc.

/s/ Shelby Carl

By: /s/ Laurin Leonard

Shelby Carl

Name:

Title:

Gilmore & Kandhar

The Innovashion Group

By:_/s/ Dorcas R. Gilmore

By: /s/Jilian Baker

Name:

Title: