Terms of Lender Agreement
Exhibit 10.76
Terms of Lender Agreement
This Lender Agreement ("Agreement") is entered into by and between Nuvel Holdings, Inc. ("Nuvel"), a Florida corporation with headquarter offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") of ________________, (collectively, the "Parties") on December 6, 2016 ("Date of Origination").
The Parties agree as follows:
1. ▇▇▇▇▇▇▇▇▇ will loan $325,000 (the "Loan") to Nuvel, such funds to be remitted to Nuvel's subsidiary, OrangeHook, Inc., a Minnesota corporation ("OH").
2. In consideration for this amount, OH will pay ▇▇▇▇▇▇▇▇▇ ▇▇ basis points per day until the Loan is repaid no later than January 31, 2017 ("Loan Period"); provided, however, that the amount owed to ▇▇▇▇▇▇▇▇▇ will be a minimum of $11,700 in interest, even if the Loan is repaid prior to 18 days from the Date of Origination, plus the principal amount of $325,000.
3. Notwithstanding the provisions of Section 2 of this Agreement, the $325,000 may be repaid prior to the conclusion of the Loan Period described in Section 2 above; provided, further, when OH receives the funds described in this Section 3 such funds will be used, without delay, to repay the Loan described in Section 1 above.
4. As collateral for the Loan, the first $325,000 of the existing Lenovo receivable of $1,250,000 is hereby assigned as a security interest to ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇'▇ receipt of such amount will constitute a payment under this Agreement. The amount of any such assignment will be reduced on a dollar-for-dollar basis upon ▇▇▇▇▇▇▇▇▇'▇ receipt of any payments from Nuvel or OH under this Agreement.
4. Nuvel agrees that any other OH receivable that is collected will be used to pay off the $325,000. For purposes of clarity, the first $325,000 worth of any receivables that are collected by OH will be used to re-pay ▇▇▇▇▇▇▇▇▇ in full.
Agreed to and Accepted By:
Nuvel Holdings, Inc.
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date: 12/06/2017
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: CFO
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Date: 12/06/2017
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STATE OF MINNESOTA
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DISTRICT COURT
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COUNTY OF HENNEPIN
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FOURTH JUDICIAL DISTRICT
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Plaintiff,
vs.
Nuvel Holdings, Inc., a Florida corporation, and
a Minnesota corporation
Defendants.
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Court File No. ______________
CONFESSION OF JUDGMENT
AND VERIFIED STATEMENT
OF NUVEL HOLDINGS, INC.
AND ORANGEHOOK, INC.
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Pursuant to Minn. Stat. § 548.22, Defendants Nuvel Holdings, Inc., a Florida corporation, and OrangeHook, Inc., a Minnesota corporation ("Defendants"), hereby executes the following Confession of Judgment and Verified Statement in favor of Plaintiff ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Plaintiff"), and in connection herewith, states and stipulates as follows:
1. The Defendants executed and delivered to Plaintiff a Lender Agreement dated December 6, 2016, in the original principal amount of Three Hundred Twenty-Five Thousand dollars ($325,000.00) (the "Lender Agreement"), with all amounts owed under the Lender Agreement being due and payable in full on October 31,2016. A true and correct copy of the Lender Agreement is attached hereto as Exhibit A and incorporated herein.
2. If the Defendants fail to make any payment required to be made by the Defendants under the Lender Agreement on the date when due, Defendants agree that a judgment may be entered without notice in favor of Plaintiff and against Defendants in the amount Three Hundred Twenty-Five Thousand dollars ($325,000.00) less any payments received by Plaintiff pursuant to the Lender Agreement, plus all interest accrued thereon, together with any and all costs of collection and reasonable attorneys' fees that Plaintiff incurs in enforcing this judgment.
Dated: December 6, 2016
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STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
Nuvel Holdings, Inc., a Florida corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Its Chief Executive Officer
OrangeHook, Inc., a Minnesota corporation
By: /s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Its Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, being duly sworn on oath deposes and states that he is the Chief Financial Officer of Nuvel Holdings, Inc., a Florida corporation and OrangeHook, Inc., a Minnesota corporation, that he has signed the foregoing Confession of Judgment on behalf of Nuvel Holdings, Inc. and OrangeHook, Inc.; that such corporation is indebted to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the amount of Three Hundred Twenty-Five Thousand and no/100ths dollars plus accrued interest ($325,000 plus accrued interest) less any payments made by said corporation pursuant to the Lender Agreement; that the facts stated in the Confession of Judgment are true and correct; and he willingly and voluntarily executed this Confession of Judgment on behalf of said corporation.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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