Extension Agreement, September 15, 2017, between OrangeHook, Inc. (MN) and MEZ Capital, LLC

OrangeHook, Inc. ("OrangeHook") is a Minnesota corporation with its registered office located in Wayzata, Minnesota.

Whitney E. Peyton ("Peyton") is an individual residing in the State of Montana.

Murray R. Klane ("Klane") is an individual residing in the State of Minnesota.

Jeffrey Hattara ("Hattara") is an individual residing in the State of Minnesota.

James L. Mandel ("Mandel") is an individual residing in the State of Minnesota.

Donald M. Miller ("Miller") is an individual residing in the State of Florida.

MEZ Capital, LLC ("MEZ Capital") is a Minnesota limited liability company with its registered office located in Edina, Minnesota.

$250,000 Loan.

By way of a written Commercial Promissory Note dated July 7, 2017 ("$250,000 Note"), OrangeHook, as borrower, entered into a loan with MEZ Capital in the amount of $250,000 ("$250,000 Loan").

OrangeHook's payment and performance of the $250,000 Note's terms were guaranteed by

 

four separate written Guarantees executed by Peyton, Klane, Hattara, and Mandel (hereinafter collectively referred to as the "$250,000 Guarantors"). The four written Guarantees and the $250,000 Note shall hereinafter be referred to as the "$250,000 Loan Documents."

As of the Effective Date, the amount owed with respect to the $250,000 Loan is $278,250 ("$250,000 Loan Amount"), which is comprised of $250,000 in unpaid principal, $15,000 in accrued interest, and a $13,250 in extension fee.

$1,000,000 Loan.

By way of a Commercial Promissory Note, dated July 31, 2017 ("$1,000,000 Note") OrangeHook, as borrower, entered into a loan with MEZ Capital, as lender, in the amount of $1,000,000 ("$1,000,000 Loan").

OrangeHook's payment and performance of the terms of the $1,000,000 Note was guaranteed by five separate written guarantees ("$1,000,000 Guarantees") executed by Miller, Peyton, Klane, Hattara, and Mandel (hereinafter collectively referred to as the "$1,000,000 Guarantors"). The $250,000 Guarantors and the $1,000,000 Guarantors are collectively defined as "Guarantors." OrangeHook, along with each of the Guarantors, provided a confession of judgment in the face amount of $1,230,000 plus other amounts stated therein (collectively, "Confessions of Judgment").

The $1,000,000 Note, the $1,000,000 Guarantees, and the Confessions of Judgement are hereinafter referred to collectively as the "$1,000,000 Loan Documents."

As of the Effective Date, the amount owed with respect to the $1,000,000 Loan is $1,144,500 ("$1,000,000 Loan Amount"), which is comprised of $1,000,000 in unpaid principal, $90,000 in accrued interest and a $54,500 extension fee.

Adoption of Recited Facts.  The Parties represent and agree that the facts as recited above are all true and correct and are hereby adopted verbatim for purposes of this Agreement.

Acknowledgment of Sufficient Mutual Consideration.  The sufficiency of consideration includes, without limitation that MEZ Capital entered into this Agreement in reliance of the state of warranties, representations, payments, and additional terms to be provided by (a) OrangeHook and the $250,000 Guarantors; and (b) OrangeHook and the $1,000,000 Guarantors.

Acknowledgment of the Loan Amounts.  The Parties acknowledge that all of the above-stated monetary items concerning the $250,000 Loan Amount and the $1,000,000 Loan Amount (collectively referred to as the "OrangeHook Debt Amounts") are true and accurate as of the Effective Date.

Acknowledgment and Reaffirmation of Documents.  The Parties acknowledge and reaffirm the legal validity of the above $250,000 Loan Documents and the $1,000,000 Loan Documents (collectively referred to as the "OrangeHook Debt Documents"), both presently and throughout the duration of this Agreement and further acknowledge and agree that OrangeHook and the Guarantors, have no defenses to MEZ Capital's enforcement of the OrangeHook Debt Documents.

Without limiting its other acknowledgments and reaffirmations hereunder, OrangeHook hereby specifically reaffirms the legal validity of its obligations under the confession of judgment it executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Without limiting his other acknowledgments and reaffirmations hereunder, Miller hereby specifically reaffirms the legal validity of his obligations under the confession of judgment he executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Without limiting his other acknowledgments and reaffirmations hereunder, Peyton hereby specifically reaffirms the legal validity of his obligations under the confession of judgment he executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Without limiting his other acknowledgments and reaffirmations hereunder, Klane hereby specifically reaffirms the legal validity of his obligations under the confession of judgment he executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Without limiting his other acknowledgments and reaffirmations hereunder, Hattara hereby specifically reaffirms the legal validity of his obligations under the confession of judgment he executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Without limiting his other acknowledgments and reaffirmations hereunder, Mandel hereby specifically reaffirms the legal validity of his obligations under the confession of judgment he executed and delivered in favor of MEZ Capital with respect to the $1,000,000 Loan.

Upon such date of termination mutually agreed upon in a writing signed by and between all the Parties; or

At the option of MEZ Capital upon a breach of the terms of this Agreement by OrangeHook or by one or more of the Guarantors; or

Upon full payment of all the OrangeHook Debt Amounts.

Payment on the $250,000 Loan.  OrangeHook and the $250,000 Guarantors shall pay the $250,000 Loan as follows:

Payment on the $1,000,000 Loan.  OrangeHook and the $1,000,000 Guarantors shall pay the $1,000,000 Loan as follows:

That it/he is free and fully authorized to enter into this Agreement;

That it/he has not taken any action, and will not voluntarily take any action during the duration of this Agreement, that will directly or indirectly, prevent the full and timely performance of its/his obligations under this Agreement.

That it/he has not received notification of, and otherwise are not aware of, any claims not identified in this Agreement or in the public record by third-parties on or regarding all the payments, the $250,000 Loan Documents and the $1,000,000 Loan Documents as set forth and defined in this Agreement; and

OrangeHook specifically represents and warrants that it currently has good corporate standing with the applicable governing authorities and that all required corporate authority actions were taken to approve and authorize the entity to enter into this Agreement and to have this Agreement executed and its terms fully implemented and honored by its designated officers, representatives, and agents.

OrangeHook and the respective Guarantors represent and warrant that no other person or entity has, or has had, any interest in the payments and security afforded as specified in this Agreement; that it/he/she has the sole right and exclusive authority to execute this Agreement and/or to convey or receive any sums, interests, entitlements and/or rights specified in it; and that it/he/she has not sold, assigned, transferred, conveyed or otherwise disposed of any sums, interests, rights, entitlements and/or rights referred to in this Agreement.

OrangeHook and the respective Guarantors each understand and agree that no failure or delay on the part of the others in exercising any right, power, privilege and/or remedy hereunder and no course of dealing between the Parties hereto shall operate as a waiver of such rights, powers, privileges and remedies after termination of this Agreement. No single or partial exercise of any right, power, privilege, or remedy by any Party hereunder shall preclude any other or further exercise by it of any right, power, privilege, or remedy.

OrangeHook and the respective Guarantors each understand and agree that the applicable law for the construction and enforcement of this Agreement shall be the State of Minnesota. This Agreement shall be construed without regard to the Party or Parties responsible for its preparation, and will be deemed as prepared jointly by all the  Parties hereto.  In resolving any ambiguity or uncertainty relating to the document, the Parties agree that no consideration or weight shall be given to the identity of the Party drafting the Agreement.

OrangeHook and the respective Guarantors agree that they have read this Agreement, that they fully understand their rights, privileges and duties thereunder and that they enter into it freely and voluntarily and in making this Agreement they are  each relying upon their own independent judgment, having had the opportunity to retain legal counsel to advise them in this matter, and they are not relying upon any representations or statements made by any other party or by any other person; and that they knowingly and with due and proper authorization agree to all of the terms and provisions of this Agreement.

OrangeHook and the respective Guarantors each understand and agree that the paragraphs and provisions contained in this Agreement are deemed to be independent, and if a provision or a portion of this Agreement is held invalid by a Court of competent jurisdiction, then the remaining provisions, and paragraphs contained therein, shall be enforced according to their terms.

OrangeHook and the respective Guarantors each understand and agree that this Agreement contains the entire agreement and understanding with regard to the matters set forth in it and shall be binding upon and inure to the benefit of MEZ Capital and their successors, assigns, representatives, agents, executors, administrators, personal representatives, trustees and beneficiaries. OrangeHook and the respective Guarantors further understand and agree that this Agreement supersedes any prior oral or written agreements between the Parties, as well as the OrangeHook Debt Agreements until the Agreement terminates, and that there have been no verbal understandings or agreements which would in any way change the terms, covenants and conditions herein set forth; provided further and notwithstanding anything to the contrary herein, the previous written Agreement, dated September 8, 2017 between the Parties, as well as the related Secretary's Certificate, are superseded in all respects by this Agreement and shall be of no further effect whatsoever. OrangeHook and the respective Guarantors understand and agree that no modification of this Agreement, and no waiver of the terms and conditions contained herein, shall be effective unless it is in writing and duly executed by all of the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement. This Agreement may be executed by facsimile or electronic signatures.