Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase
Agreements and Notes
On February 13, 2017, Petrone
Worldwide, Inc. (“we,” “us,” “our,” or “Company”) consummated a transaction with
Labrys Fund, L.P. (“Buyer”), whereby, upon the terms and subject to the conditions of that certain securities purchase
agreement (the “First SPA”), we issued a convertible promissory note in the principal amount of $110,000.00 (the “First
Note”) to Buyer. The Company received proceeds of $100,000.00 in cash from the Buyer. The First Note bears interest at the
rate of 12% per year. The First Note is due and payable six months from the issue date of the First Note. We may prepay the First
Note at any time during the initial 180 days after the issue date of the First Note, without any prepayment penalty, by paying
the face amount of the First Note plus accrued interest through such prepayment date. Any amount of principal or interest that
is due under the First Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the
First Note is satisfied in full. The Buyer is entitled to, at any time or from time to time, convert the First Note into shares
of our common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid
price of our common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms
and subject to the conditions of the First Note. In connection with the issuance of the First Note, we agreed to issue 1,341,463
shares of our common stock (the “First Shares”) to Buyer, provided, however, that the First Shares must be returned
to our treasury if we prepay the First Note as provided above. On February 20, 2017, we entered into an amendment to the First
Note, whereby the Holder agreed to return the First Shares to treasury. The First Note contains representations, warranties, events
of default, beneficial ownership limitations, and other provisions that are customary of similar instruments.
On February 21, 2017, we
consummated a transaction with Buyer, whereby, upon the terms and subject to the conditions of that certain securities purchase
agreement (the “Second SPA”), we issued a convertible promissory note in the principal amount of $65,000.00 (the “Second
Note”) to Buyer. The Company received proceeds of $58,000.00 in cash from the Buyer. The Second Note bears interest at the
rate of 12% per year. The Second Note is due and payable six months from the issue date of the Second Note. We may prepay the Second
Note at any time during the initial 180 days after the issue date of the Second Note, without any prepayment penalty, by paying
the face amount of the Second Note plus accrued interest through such prepayment date. Any amount of principal or interest that
is due under the Second Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the
Second Note is satisfied in full. The Buyer is entitled to, at any time or from time to time, convert the Second Note into shares
of our common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid
price of our common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms
and subject to the conditions of the Second Note. In connection with the issuance of the Second Note, we agreed to issue 1,497,000
shares of our common stock (the “Second Shares”) to Buyer. The Second Note contains representations, warranties, events
of default, beneficial ownership limitations, and other provisions that are customary of similar instruments.
The
foregoing descriptions of the First SPA, Second SPA, First Note, and Second Note are qualified in their entirety by reference to
such First SPA, Second SPA, First Note, and Second Note, which are filed hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively,
and are incorporated herein by reference