On May 25, 2017, OrangeHook, Inc., a Florida corporation (“OrangeHook”) and OrangeHook’s wholly-owned subsidiary LifeMed ID, Inc., a California corporation (“LifeMed”) (collectively, the “Company”), entered into an Agreement for Assignment of Contract Proceeds (the “Agreement”) with Dan Thompson, an individual, with respect to $850,081 in future payments under certain LifeMed customer contracts (the “Obligations”) during the period of June 30, 2017, through July 30, 2020. In return for assignment of the rights to receive payment, Thompson loaned $600,000 to OrangeHook in support of the Company’s working capital needs.

Under the terms of the Agreement, which is effective as of May 25, 2017, Thompson is to receive monthly payments of the Obligations in varying amounts directly from applicable customers over the terms of their service agreements with the Company. The Company remains liable for repayment of the full amount of the Obligations including if a customer fails to pay on a timely basis or if Thompson must refund or disgorge any payment. In the event of a late payment, which is subject to a cure period of thirty (30) days, the Company may, within the 30-day cure period and at its sole discretion, choose either to make such late payment or grant restricted shares of the Company’s common stock to Thompson in an amount equivalent to the late payment. The Agreement grants Thompson a security interest in the applicable customer contracts and the Company’s intellectual property and calls for Thompson to rank on a pari passu basis with the Company’s other senior indebtedness. Thompson agreed not to exercise any remedies against the intellectual property in the event of default until a 30-day cure period has expired. The Agreement calls for a default interest rate of 18% per annum in the event of default.