ALDS AppLife Digital Solutions Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2020, APPlife Digital Solutions Inc. (the “Company”), entered into a letter agreement (the “Agreement”) with Maxim Group, LLC (“Maxim”) for Maxim to provide general financial advisory,  investment banking, and digital marketing services for the Company.  The fees paid to Maxim in exchange for the services under the Agreement shall be (i) a cash fee of 8% of the amount of capital raised, invested or committed; and (ii) a cash fee for unallocated expenses of 1% of the amount of capital raised, invested or committed; and (iii) a five (5) year warrant to purchase shares of the Company’s common stock (the “Common Stock”) equal to eight percent (8%) of the number of shares of the Common Stock underlying the securities issued in the Financing.  Further, the Company shall issue 1,000,000 shares of Common Stock to Maxim upon the execution of the Agreement, 1,250,000 shares of Common Stock upon execution of this Agreement that will be held in escrow for seven (7) months , unless the Company provides notice of termination of the Agreement within thirty (30) days of the date that is six (6) months from execution of the Agreement.  If and when the 1,250,000 shares of Common Stock are released from escrow to Maxim, those shares shall be subject to a twelve (12) month lockup following receipt of the shares by Maxim.  Lastly, the Company shall issue 1,500,000 shares of Common Stock to Maxim upon the up-listing of the Company’s Common Stock to a national exchange (NASDAQ or NYSE).  

The foregoing information is a summary of the Agreement described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.  Readers should review the Agreement for a complete understanding of the terms and conditions of the transaction described above.