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.

 

 

		iHookup Social, Inc.
Date: June 30, 2014
		By: /s/ Robert Rositano
		Robert Rositano
		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.		BEAUFORT CAPITAL PARTNERS LLC
/s/Robert Rositano		/s/Robert Marino
________________________		_______________________________
By: Robert Rositano, Jr., CEO		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.

	"Maker"
	IHOOKUP SOCIAL, INC.
	/s/ Robert Rositano
	By:
	Name: Robert Rositano Jr.
	Title: Chief Executive Officer
	“Payee”
	BEAUFORT CAPITAL PARTNERS LLC
	/s/ Leib Schaeffer
	By:
	Name: Leib Schaeffer
	Title: Managing Member

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