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
June 25, 2014
Date of Report (Date of earliest event reported)
iHookup Social, Inc.
f/k/a Titan Iron Ore Corp.
(Exact name of registrant as specified in its
charter)
Nevada |
000-52917 |
98-0546715 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
125 E. Campbell Ave., Campbell, California
95008
(Address of principal executive offices) (Zip
Code)
(855) 473-7473
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K 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 (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Letter Agreement, Promissory Note, Pledge
and Indemnification Agreement
As of June 25, 2014, iHookup Social,
Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with Beaufort
Capital Partners LLC (“Beaufort”), pursuant to which Beaufort agrees to loan (the “Loan”)
up to $400,000 to the Company upon the Company’s written request. From June 25, 2014 to October 1, 2014 (the “Term”),
the Loan may be made in monthly installments of One Hundred Thousand Dollars ($100,000) each and must be made within three (3)
days of the receipt of the written request from the Company and evidenced by a Secured Promissory Note in form and substance as
attached hereto as Exhibit 10.73 (the “Note”). Each Note shall be secured by a pledge of 8,000,000 shares
of common stock of the Company provided by Copper Creek Holdings, LLC (“Copper Creek”), pledged under the terms
and conditions of a Stock Pledge Agreement (the “Pledge”) in form and substance as attached hereto as Exhibit
10.74. Notwithstanding the foregoing, upon the occurrence of an Event of Default (defined below), Beaufort may terminate its
obligations under the Letter Agreement without notice.
Pursuant to the Letter Agreement, Company
delivered a written request for the first installment of $100,000 and executed the Note on June 25, 2014. The Note bears 1% interest
per month, compounded monthly, and matures in six (6) months (“Maturity Date”). In the event that payment is
not received within ten (10) days of the Maturity Date, then the Company shall be charged a late fee in an amount equal to 5% of
the amount of such overdue payment, payable within five (5) days of the Maturity Date. An “Event of Default”
is defined as (i) the failure of the Company to make the payments owed under the Note in a timely manner, or (i) the initiation
of bankruptcy proceedings by the Company. Upon an Event of Default, the unpaid principal balance of the Note shall be due and payable
immediately, at Beaufort’s option. Additionally, if there is an Event of Default after the Maturity Date, interest shall
accrue on the outstanding principal balance of the Note at 10% per annum on the basis of a 360-day year (“Default Interest”),
or if such Default Interest is not permitted by law, then the maximum rate of interest as permitted by applicable law.
Pursuant to the Letter Agreement, Company,
Beaufort and Copper Creek executed the Pledge on June 25, 2014, whereby Copper Creek pledged 8,000,000 of its shares of common
stock of the Company (“Pledged Shares”) as collateral for the Note. In the event, through no fault of Beaufort,
the closing price of the Company’s common stock reported on the Company’s principal trading exchange decreases by fifty
percent (50%) or more from June 25, 2014 to the date of an Event of Default, the Pledged Shares shall be increased as follows:
(i) a 50% to 60% decrease in closing price shall increase the Pledged Shares by 10%; (ii) a 60% to 70% decrease in closing price
shall increase the Pledged Shares by 20%; (iii) a 70% to 80% decrease in closing price shall increase the Pledged Shares by 30%;
or (iv) a 80% to 90% decrease in closing price shall increase the Pledged Shares by 40%; or (v) a 90% to 100% decrease in closing
price shall increase the Pledged Shares by 50%. Beaufort agrees that unless an Event of Default (as defined in the Note) shall
have occurred and be continuing, Copper Creek shall retain all of its rights as a holder of the Pledged Shares, including its right
to vote, give consents, ratify, waivers, except to the extent that, in Beaufort’s reasonably judgment, any such vote, consent
ratification or waiver would detract from the Pledged Share’s value as collateral, or which would be inconsistent with or
result in any violation of the Note or Pledge. Upon the repayment of the Note, Beaufort will, at the request of Copper Creek, duly
assign, transfer and deliver to Copper Creek such of the collateral as may then remain in Beaufort’s possession, together
with any monies at the time held by Beaufort hereunder, and execute and deliver to Copper creek a proper instrument(s) acknowledging
the satisfaction and termination of the Pledge.
In order to induce Copper Creek to execute
and deliver the Pledge, the Company executed an Indemnification Agreement dated June 26, 2014 in Copper Creek’s favor, attached
hereto as Exhibit 10.75 (“Indemnification Agreement”). The Indemnification Agreement provides that the
Company shall reimburse the Pledged Shares, in identical quantity and class of stock, to Copper Creek, in the event that Copper
Creek is required to assign its Pledged Shares to Beaufort upon an Event of Default of the Note, and any expenses incurred by Copper
Creek relating to such assignment. The Company also agrees to indemnify Copper Creek (including its affiliates, and each of their
respective directors, officers, employees, agents, representatives, attorneys, stockholders and controlling persons) from and against
any and all losses, claims, damages and liabilities, that it may become subject to in connection with or arising out of or relating
to the Pledged Shares, the Note, the Pledge or the Letter Agreement. The Indemnification Agreement shall terminate when the Note
is paid back in full to Beaufort and Copper Creek is released from the Pledge.
The foregoing description is qualified
in its entirety by reference to the Letter Agreement, Note, Pledge, and Indemnification Agreement which are filed herewith as Exhibits
10.72, 10.73, 10.74, and 10.75 incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
See the disclosure under Item 1.01 of this
current report on Form 8-K.
Item 9.01 Financial Statements
and Exhibits.
Exhibit Number |
Exhibit |
10.72* |
Letter Agreement dated June 25, 2014 by and among Beaufort Capital Partners LLC, Copper Creek Holdings LLC and iHookup Social Inc. |
10.73* |
Secured Promissory Note dated June 25, 2014 by and between Beaufort Capital Partners LLC and iHookup Social, Inc. |
10.74* |
Stock Pledge Agreement dated June 25, 2014 by and between iHookup Social, Inc. and Copper Creek Holdings LLC. |
10.75* |
Indemnification Agreement dated June 26, 2014 by and between iHookup Social, Inc. and Copper Creek Holdings LLC. |
* Filed herewith.
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.
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iHookup Social, Inc. |
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Date: June 30, 2014 |
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By: /s/ Robert Rositano |
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Robert Rositano |
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CEO |
EX 10.72
LETTER
AGREEMENT
BEAUFORT
CAPITAL PARTNERS LLC
660 White
Plains Road, Suite 455
Tarrytown,
NY 10591
June
25, 2014
Re:
Loan to iHookup Social, Inc.
Dear
Mr. Rositano:
Beaufort Capital Partners
LLC (“Beaufort”) hereby agrees to loan (the “Loan”) up to Four Hundred Thousand Dollars ($400,000) to iHookup
Social, Inc., a Nevada corporation. The Loan shall be made as requested in writing by iHookup in monthly installments of One Hundred
Thousand Dollars ($100,000) each. Upon the written request of iHookup during the term of this Letter Agreement, and so long as
no Event of Default (as defined in the Note or the Stock Pledge Agreement) has occurred, Beaufort shall make advances to iHookup.
Each advance shall be made within three (3) days of the receipt of the written request from iHookup and evidenced by a Secured
Promissory Note (the “Note”) in form and substance as attached hereto as Exhibit A. Each Note shall be secured
by a pledge of 8,000,000 shares of common stock of iHookup provided by Copper Creek Holdings, LLC. Such collateral shall be pledged
under the terms and conditions of that certain Stock Pledge Agreement attached hereto as Exhibit B.
Beaufort is authorized
to make any advance as provided in this Letter Agreement based upon written instructions received from Robert Rositano, Jr. or
Dean Rositano, officers of iHookup. Beaufort shall have no duty to make inquiry or verify the authority of such persons and iHookup
shall hold Beaufort harmless from any damages, claims, or liability by reason of Beaufort's honor of such instructions or request.
This Letter Agreement shall
be effective on the date executed by each of the parties hereto and remain in full force and effect until October 1, 2014. Notwithstanding
the foregoing, upon the occurrence of an Event of Default, Beaufort may terminate its obligations under this Letter Agreement without
notice.
If
this Letter Agreement meets with the parties’ approval, please indicate acceptance of the above terms by signing where indicated
below.
AGREED
AND ACCEPTED:
IHOOKUP SOCIAL, INC. |
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BEAUFORT CAPITAL PARTNERS LLC |
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/s/Robert Rositano |
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/s/Robert Marino |
________________________ |
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_______________________________ |
By: Robert Rositano, Jr., CEO |
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By: Robert Marino, Managing Member |
AS PLEDGOR
OF COLLATERAL
COPPER CREEK HOLDINGS, LLC
/s/Robert
Rositano
________________________
By: Robert
Rositano, Jr.
Its:
Managing Member
Exhibit
A
Secured
Promissory Note
Exhibit
B
Stock
Pledge Agreement
EX 10.73
SECURED PROMISSORY NOTE
$100,000 Dated as of June 25, 2014
THIS SECURED PROMISSORY
NOTE (this “Note”), is entered into as of this 25th day of June, 2014 by and between IHookup Social,
Inc., a Nevada corporation with a business address of 125 E. Cambell Avenue, Cambell, CA 95008 (“Maker”),
and Beaufort Capital Partners LLC (“Payee”), in light of the following facts and circumstances:
WHEREAS, Payee has agreed to
loan to Maker the principal sum of $100,000, provided that: (i) Maker enters into this Note, and (ii) concurrent with the execution
of this Note: Maker executes and delivers the Stock Pledge Agreement (as defined below).
NOW, THEREFORE,
in light of the foregoing, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Maker and
Payee hereby agree as follows:
FOR VALUE RECEIVED,
Maker hereby promises to pay to Payee, at 660 White Plains Road, Suite 455, Tarrytown, NY 10591 or at such other place as may be
designated in writing by the holder of this Note, the principal sum of One Hundred Thousand Dollars ($100,000) (the “Principal”),
plus interest, as described below.
1. Interest Rate.
The unpaid principal balance of this Note shall bear interest at a rate equal to one percent (1%) per month that the Note is outstanding,
compounded monthly (the “Note Rate”).
2. Payment. Except
as described herein, Maker shall pay to Payee, on the date six (6) months from the date hereof (the “Maturity Date”),
the principal outstanding balance owing under this Note, together with the interest.
3. Late Charges.
In the event that payment is not received within ten (10) days of the Maturity Date, then in addition to any default interest payments
due hereunder, Maker shall also pay within five (5) days a late charge in an amount equal to five percent (5%) of the amount of
such overdue payment.
4. Default Interest Rate.
So long as any Event of Default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness
evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise),
interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to ten percent (10%), per annum,
or if such increased rate of interest may not be contracted for, charged, or collected under applicable law, then at the maximum
rate of interest, if any, which may be collected from Maker under applicable law (the “Default Interest Rate”),
and such default interest shall be immediately due and payable. Default interest chargeable hereunder shall be calculated on the
basis of three hundred sixty (360) day year for the actual number of days elapsed. Interest not paid when due with respect to any
obligation evidenced
hereby shall be added to the unpaid
principal balance owing under this Note and shall thereafter bear interest at the same rate applicable to the unpaid principal
balance of this Note.
5. Maker’s Agreements.
Maker hereby acknowledges that it would be extremely difficult or impracticable to determine Payee’s actual damages resulting
from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not
constitute a penalty. The remedies of Payee in this Note or in any document entered into in connection with this Note, or at law
or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together, in Payee’s discretion.
6. Voluntary Prepayment.
Maker may, at any time, prepay the obligations evidenced by this Note, including the interest.
7. Lawful Money.
All principal and interest due hereunder is payable in lawful money of the United States of America, in immediately available funds.
8. Waivers. Maker,
for itself and its legal representatives, heirs, successors, and assigns, expressly waives presentment, protest, demand, notice
of dishonor, notice of nonpayment, notice of maturity, notice of protest, notice of intent to accelerate, notice of acceleration,
presentment for the purpose of accelerating maturity, and diligence in collection.
9. EVENT OF DEFAULT; SECURITY
INTERESTS; GUARANTIES; RECONVEYANCE OF DEED OF TRUST.
A. Event of default. The
following events shall constitute and be referred to herein as an “Event of Default”:
(i) the failure of Maker to make
the payments owing under this Note in a timely manner; or
(ii) the initiation of bankruptcy
proceedings by Maker.
Upon an Event of Default, the unpaid
principal balance of this Note shall be due and payable immediately, at Payee’s option, without presentment, demand, protest,
or notice of protest, of any kind, all of which are hereby expressly waived.
B. Security Interests.
It is agreed that this Note is secured by that certain Stock Pledge Agreement dated of even date herewith by and among Maker and
the named executives and officers of Maker thereunder in favor of Payee (the “Stock Pledge Agreement”).
Concurrent with the execution of this Note, Maker will execute and cause the execution and delivery of the Security Agreement.
10. WAIVERS. Maker
hereby waives any right to assert against Payee any defense (legal or equitable), set off, counterclaim, or claims which Maker
individually may now or any time hereafter have against any other party liable to Payee in any manner or way whatsoever.
11. No Implied Waivers.
No act, failure, or delay by Payee shall constitute a waiver of any
of Payee’s rights and remedies. No single or partial waiver by Payee of any provision of
this Note, or of a breach or default
hereunder or thereunder, or of any right or remedy which Payee may have, shall operate as a waiver of any other provision, breach,
default, right, or remedy or of the same provision, breach, default, right, or remedy on a future occasion. No waiver by Payee
shall affect Payee’s rights to require strict performance of this Note.
12. BUSINESS PURPOSE.
MAKER HEREBY ACKNOWLEDGES AND AGREES THAT THE PROCEEDS OF THE LOAN EVIDENCED BY THIS NOTE WERE NOT USED FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES.
13. Attorneys’ Fees.
In the event it should become necessary to employ counsel to construe or enforce this Note, Maker agrees to pay the reasonable
attorneys' fees and costs of the Payee, irrespective of whether suit is brought, including, without limitation, any and all pre-judgment
and post-judgment attorneys' fees and costs incurred (including, without limitation, fees and costs incurred in connection with
any matter arising under Title 11 of the United States Code). In addition, Maker agrees to pay for all of Payee’s other out-of-pocket
costs incurred in connection with the enforcement of this Note, including, without limitation, all of Payee’s reasonable
consultants’ fees, appraisers’ fees, accountants’ fees, and trustee’s fees.
14. Lawful Rate.
Notwithstanding anything to the contrary contained in this Note, Maker shall not be obligated to pay, and the holder hereof shall
not be entitled to charge, collect, receive, reserve, or take interest (“interest” being defined, for purposes of this
paragraph, as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved,
received, or paid under this Note) in excess of the maximum rate allowed by applicable law. During any period of time in which
the interest rate specified herein exceeds such maximum rate, interest shall accrue and be payable at such maximum rate. For purposes
of this Note, the term “applicable law” shall mean that law in effect from time to time and applicable to the transaction
between Maker and the holder of this Note which lawfully permits the charging and collection of the highest permissible, lawful,
non-usurious rate of interest on such transaction and this Note, including laws of the State of New York and, to the extent controlling,
laws of the United States of America.
15. Section Headings.
Headings and numbers have been set forth for convenience only. Unless the contrary is compelled by the context, everything contained
in each paragraph applies equally to this entire Note.
16. Amendments in Writing;
Counterparts. This Note may not be changed, modified, amended, or terminated except in a writing signed by Maker and Payee.
This Note may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which,
when taken together, shall constitute but one and the same Note.
17. CHOICE OF LAW AND VENUE.
THIS NOTE SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE COUNTY
OF NEW YORK, STATE OF NEW YORK. MAKER WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO
OBJECT TO SUCH VENUE AND HEREBY CONSENTS TO ANY COURT ORDERED RELIEF.
Signature page follows
IN WITNESS WHEREOF, Maker
and Payee have each executed this Note effective as of the amended and restated date first written above.
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"Maker" |
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IHOOKUP SOCIAL, INC. |
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/s/ Robert Rositano |
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By: |
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Name: Robert Rositano Jr. |
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Title: Chief Executive Officer |
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“Payee” |
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BEAUFORT CAPITAL PARTNERS LLC |
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/s/ Leib Schaeffer |
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By: |
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Name: Leib Schaeffer |
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Title: Managing Member |
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EX 10.74
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT, dated as
of June 25, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
“Agreement”), made by and among iHookup Social, Inc., a Nevada corporation (the “Borrower”),
the undersigned parties as named on Schedule 1 hereto (collectively, the “Pledgor”), in favor of Beaufort Capital
Partners LLC, (the “Secured Party”).
WHEREAS, on the date hereof, the Secured
Party has made a loan to the Borrower in an aggregate unpaid principal amount of $100,000 (the “Loans”), evidenced
by that certain secured promissory note of even date herewith (as amended, supplemented or otherwise modified from time to time,
the “Loan Agreement”) made by the Borrower and payable to the order of the Secured Party. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.
WHEREAS, this Agreement is given by
the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and
WHEREAS, it is a condition to the obligations
of the Secured Party to make the Loans under the Loan Agreement that the Pledgor and the Borrower execute and deliver this Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Definitions
(a) Unless otherwise
specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.
(b) Unless otherwise
defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if
a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in
Article 9.
(c) For purposes
of this Agreement, the following terms shall have the following meanings:
“Closing Price”
means on any given Trading Day, the closing price (as reported by a direct feed service) of the common stock of the Borrower
on the Principal Market or, if the Common Stock is not traded on a Principal Market, the highest reported closing price for the
common stock of the Borrower, as made available through FINRA.
“Collateral” has
the meaning set forth in Section 2.
“Event of Default” has
the meaning set forth in the Loan Agreement.
“Pledged Shares” means
the shares of stock described in Schedule 1 hereto and issued by the Borrower to the Pledgor, as adjusted by the “ratchet”
provisions included in Schedule 1, and the certificates, instruments and agreements representing the Pledged Shares and includes
any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend
or distribution on or otherwise received in respect of the Pledged Shares.
“Principal Market”
means as of any given date, whichever of the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market, the American Stock Exchange, the OTCBB, the OTCQB, or the OTCPink is at the time the principal trading
exchange or market for the common stock of the Borrower.
“Proceeds” means
“proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.
“Secured
Obligations” has the meaning set forth in Section 3.
“Trading Day”
shall mean any day during which the New York Stock Exchange shall be open for business.
“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern
the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial
Code as in effect from time to time in such state.
2. Pledge The
Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security
interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located,
whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):
(a) the Pledged Shares;
and
(b) all Proceeds and products
of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions
to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance,
indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing.
3. Secured Obligations The
Collateral secures the due and prompt payment and performance of:
(a) the obligations
of the Borrower and/or the Pledgor from time to time arising under the Loan Agreement, this Agreement or otherwise with respect
to the due and prompt payment of (i) the principal of, and interest on the Loans (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other
monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes
of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower
and/or the Pledgor under or in respect of the Loan Agreement and this Agreement; and
(b) all
other covenants, duties, debts, obligations and liabilities of any kind of the Borrower and/or the Pledgor under or in respect
of the Loan Agreement, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in
each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar
proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification
or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth
in Section 3 being
herein collectively called the ”Secured Obligations”).
4. Perfection of Pledge
(a) The
Pledgor and the Borrower shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately
take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral,
including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section
8-106 of the UCC, the Pledgor and the Borrower shall immediately take all actions as may
be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the
Secured Party. All of the foregoing shall be at the sole cost and expense of the Borrower.
(b) The Pledgor
and the Borrower, as applicable, hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any
relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the
UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without
the signature of the Pledgor where permitted by law. The Pledgor and the Borrower agrees to provide all information required by
the Secured Party pursuant to this Section promptly to the Secured Party upon request.
5. Representations
and Warranties The Pledgor and the Borrower, as applicable, represent and warrant as follows:
(a) The Pledged
Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase
or similar rights. All information set forth in Schedule 1 relating to the Pledged Shares is accurate
and complete.
(b) At the time
the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct,
legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others
except for the security interest created by this Agreement.
(c) The pledge of
the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing
the payment and performance when due of the Secured Obligations.
(d) The Borrower
has full power, authority and legal right to borrow the Loans and the Pledgor has full power, authority and legal right to pledge
the Collateral pursuant to this Agreement.
(e) Each of this
Agreement and the Loan Agreement has been duly authorized, executed and delivered by the Borrower and the Pledgor and constitutes
a legal, valid and binding obligation of the Borrower and the Pledgor enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject
to equitable principles (regardless of whether enforcement is sought in equity or at law).
(f) No authorization,
approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity
is required for the borrowing of the Loans and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the
execution and delivery of the Loan Agreement and this Agreement by the Borrower and the Pledgor or the performance by the Borrower
and/or Pledgor of its respective obligations thereunder and hereunder.
(g) The execution
and delivery of the Loan Agreement and this Agreement by the Borrower and the Pledgor and the performance by the Borrower and the
Pledgor of their respective obligations thereunder, will not violate any provision of any applicable law or regulation or any order,
judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Borrower
or the Pledgor, as applicable, or any of their respective property, or the organizational or governing documents of the Borrower
or any agreement or instrument to which the Borrower or the Pledgor is party or by which it or its property is bound.
(h) The
Pledgor has taken all action required on its part for control (as defined in Section
8-106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect
to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of
all or any part of the Collateral. Without limiting the foregoing, all certificates, agreements or instruments representing or
evidencing the Pledged Shares in existence on the date hereof have been delivered to the Secured Party in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or assignment in blank.
6. Dividends and Voting
Rights
(a) The Secured
Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor
has such right as a holder of the Pledged Shares, vote and give consents, ratifications and waivers with respect thereto, except
to the extent that, in the Secured Party’s reasonable judgment, any such vote, consent, ratification or waiver would detract
from the value thereof as Collateral or which would be inconsistent with or result in any violation of any provision of the Loan
Agreement or this Agreement.
(b) The Secured
Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash
dividends and other distributions with respect to the Pledged Shares.
7. Further Assurances
(a) The Pledgor
shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured
Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected
first priority security interest for so long as this Agreement shall remain in effect.
(b) The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all
further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary
or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby
or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect
to any Collateral.
(c) The Pledgor
will not, without providing at least 30 days’ prior written notice to the Secured Party, change its legal name or identity.
The Pledgor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured
Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.
8. Transfers and Other
Liens The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer,
grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest,
option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral
or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.
9. Secured Party Appointed
Attorney-in-Fact The Pledgor hereby appoints the Secured Party the Pledgor’s attorney-in-fact, with full authority
in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of
an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured
Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive,
endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution
in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated
to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being
coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys-in-fact shall lawfully do or
cause to be done by virtue hereof.
10. Secured Party May
Perform If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform,
or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable
by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.
11. Reasonable Care The
Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable
care, and as further described below. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party
accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether
or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights
against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party
of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s
part to be performed or observed in respect of any of the Collateral.
12. Remedies Upon Default If
any Event of Default shall have occurred and be continuing:
(a) The
Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under
the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver,
grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to
disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at
its notice address as provided in Section
16 hereof ten days prior to the date of such disposition shall constitute reasonable notice,
but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially
reasonable manner and in accordance with Section 13 below, the Secured Party may sell such Collateral on such terms and to such
purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation
to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of
sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in
conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted
by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof
and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion
of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account
of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any
rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption
with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and
any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured
Party or any custodian may bid for and purchase all or any part of the Collateral so sold free
from any such right or equity
of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of
the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.
The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.
(b) All
rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant
to Section 6(a) and
(ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section
6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured
Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends
and other distributions as Collateral.
(c) All cash Proceeds
received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral
shall be the property of the Secured Property.
(d) If the Secured
Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees
that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things
as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable
law.
13. No
Waiver and Cumulative Remedies The Secured Party shall not by any act (except by a written instrument pursuant to
Section 15),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by
law.
14. Security Interest
Absolute The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans
made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices
of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:
(a) [Intentionally
Omitted]
(b) any change in
the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment
or other modification of the Loan Agreement, this Agreement or any other agreement, including any increase in the Secured Obligations
resulting from any extension of additional credit or otherwise;
(c) any taking,
exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release,
impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;
(d) any manner of
sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured
Obligations;
(e) any default,
failure or delay, wilful or otherwise, in the performance of the Secured Obligations;
(f) any defense,
set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by,
the Pledgor against the Secured Party; or
(g) any other circumstance
(including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance
on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available
to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.
15. Amendments None
of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any
departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the
Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which made or given.
16. Addresses For Notices All
notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become
effective as set forth in the Loan Agreement, and addressed to the respective parties at their
addresses as specified on the signature
pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other
party.
17. Continuing
Security Interest; Further Actions This Agreement shall create a continuing first priority lien and security interest
in the Collateral and shall (a) subject to Section 19,
remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor,
its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided
that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior
written consent of the Secured Party.
18. Termination; Release On
the date on which all Loans and other Secured Obligations have been paid and performed in full, the Secured Party will, at the
request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor (without recourse
and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together
with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument
or instruments acknowledging the satisfaction and termination of this Agreement.
19. GOVERNING LAW This
Agreement and the Loan Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly
set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,
the laws of the State of New York.
20. Counterparts This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf”
or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement
and the Loan Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede
all previous agreements and understandings, oral or written, with respect thereto.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
|
iHookup Social, Inc., as Borrower
/s/Robert
Rositano |
|
By:_____________________
Name: Robert Rositano
Title: CEO
Address for Notices: 125 E. Campbell Ave.
Campbell, CA 95008
|
|
Copper Creek Holdings, LLC, as Pledgor
/s/Robert
Rositano |
|
By:_____________________
Name: Robert Rositano, Managing Member
Address for Notices: 7960 B. Soquel Dr.
Aptos, CA 95003 (#146)
|
|
Beaufort Capital Partners LLC, as
Secured Party
/s/Robert Marino |
|
By_____________________
Name: Robert Marino
Title: Managing Member
Address for Notices:
Beaufort Capital Partners LLC
660 White Plains Road, Suite 455
Tarrytown, NY 10591
|
SCHEDULE 1
PLEDGED SHARES
Pledgor |
|
Pledged Shares* |
|
|
|
Copper Creek Holdings, LLC |
|
8,000,000 |
|
Total Pledged Shares: |
8,000,000 |
In the event, through no fault, directly or indirectly,
of the Secured Party, the Closing Price decreases by fifty percent (50%) or more from the date hereof to the date of an Event of
Default, the Pledged Shares shall be increased as follows:
i. A 50% to 60% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 10%.
ii. A 60% to 70% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 20%.
iii. A 70% to 80% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 30%.
iv. An 80% to 90% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 40%.
v. A 90% to 100% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 50%.
EX 10.75
indemnification
AGREEMENT
This INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of June 26, 2014, by and between iHookup, Inc., a Nevada corporation (the “Company”), and
Copper Creek Holdings, LLC (“Indemnitee”).
RECITALS
WHEREAS, Company, Indemnitee and Beaufort
Capital Partners LLC (“Beaufort”) are parties to a Letter Agreement dated June 24, 2014 (the “Letter
Agreement”) under which Beaufort agreed to loan (the “Loan”), upon Company’s request, up to
Four Hundred Thousand Dollars ($400,000) to Company during the term of the Letter Agreement, in monthly installments of One Hundred
Thousand Dollars ($100,000) each;
WHEREAS, each installment shall be evidenced
by a Secured Promissory Note (the “Note”) in form and substance as attached hereto as Exhibit A; and
WHEREAS, each Note shall be secured by
a pledge of 8,000,000 shares of common stock of iHookup provided by Copper Creek Holdings, LLC (the “Pledged Shares”)
pursuant to the terms and conditions of a Stock Pledge Agreement (the “Pledge Agreement”) in form and substance
as attached hereto as Exhibit B.
AGREEMENT
NOW, THEREFORE, in consideration of the
recitals above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
In the Event of Default by Company (as defined in the Note and Pledge Agreement) and Indemnitee is required to assign its
Pledged Shares to Beaufort under the Pledge Agreement, the Company agrees to reimburse such shares, in identical quantity and class
of stock, to Indemnitee, its affiliates and each of their respective directors, officers, employees, agents, representatives, attorneys,
stockholders and controlling persons (each an “Indemnified Party”) promptly upon demand for such replacement
shares, and any expenses (including any legal fees or transfer agent fees) incurred by Indemnitee.
2.
The Company also agrees (in connection with the foregoing) to indemnify, save, defend and hold harmless each Indemnified
Party from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may
become subject, including any amount paid in settlement of any litigation or other action (commenced or threatened) in connection
with or arising out of or relating to the Pledged Shares or the Loan, or any actions taken or omitted, services performed or matters
contemplated by or in connection with the any of the Letter Agreement, Note or Pledge Agreement, to which the Company shall have
consented in writing (such consent not to be unreasonably withheld), whether or not any Indemnified Party is a party and whether
or not liability resulted; provided, however, that the Company shall not be liable pursuant to this sentence in respect of any
loss, claim, damage or liability to the extent that a court having competent jurisdiction shall have determined by final judgment
(not subject to further
appeal) that such loss, claim, damage or liability
resulted solely from the willful misfeasance of such Indemnified Party.
3.
An Indemnified Party shall have the right to retain separate legal counsel of its own choice to conduct the defense and
all related matters in connection with any such litigation, proceeding or other action. The Company shall pay monthly, upon receipt
of statements therefor, the fees and expenses of such legal counsel, and such legal counsel shall to the fullest extent consistent
with its professional responsibilities cooperate with the Company and any legal counsel designated by the Company.
4.
In the event that the indemnity provided for in paragraphs 1 and 2 hereof is unavailable or insufficient to hold any Indemnified
Party harmless, then the Company shall contribute to amounts paid or payable by an Indemnified Party in respect of such Indemnified
Party’s losses, claims, damages and liabilities as to which the indemnity provided for in paragraphs 1 and 2 hereof is unavailable
or insufficient (i) in such proportion as appropriately reflects the relative benefits received by the Company, on the one hand,
and Indemnified Party, on the other hand, in connection with the matters as to which such losses, claims, damages or liabilities
relate, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as appropriately
reflects not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand,
and Indemnified Party, on the other hand, as well as any other equitable considerations. The relative fault of the Company and
Indemnified Party shall be determined by reference to, among other things, whether the actions or omissions to act were by Indemnified
Party or the Company and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent
such action or omission to act. Notwithstanding the foregoing, no person found liable for a fraudulent misrepresentation shall
be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.
5.
This Agreement shall terminate and be of no further force and effect if and when the Loan is paid back in full to Beaufort
and Indemnitee is released from its Pledge Agreement. It is further agreed that no Indemnified Party shall be liable to the Company,
or any parent, subsidiary or affiliate of the Company, in connection with any matter arising out of or relating to the Letter Agreement,
or any actions taken or omitted, services performed or matters contemplated by or in connection with the Letter Agreement, except
to the extent that a court having competent jurisdiction shall have determined by final judgment (not subject to further appeal)
that such liability resulted solely from the willful misfeasance of such Indemnified Party.
6.
No provision in this Agreement may be waived or amended except by written consent of the parties, which consent shall specifically
refer to such provision and explicitly make such waiver or amendment.
7.
This letter agreement will be governed by, and construed in accordance with, the
laws of the State of NEVADA without giving effect to that state’s principles of conflict of law.
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
COMPANY:
IHOOKUP SOCIAL, INC.
By: /s/ Dean Rositano
Name: Dean Rositano
Title: President |
INDEMNITEE:
COPPER CREEK HOLDINGS, LLC
By: Robert Rositano, Jr.
Name: Robert Rositano, Jr.
Title: Managing Member
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