July
    15, 2015
	 
	CoConnect,
    Inc.
	468
N. Camden Dr., Suite 350
	Beverly
    Hills, CA 90210
	Attn:
    Bennett J. Yankowitz, President




 


Dear
Mr. Yankowitz:


 


In
accordance with our most recent discussions regarding your company’s desire to engage in a Reverse Take-Over (“RTO”)
of Fanattac, Inc. (“Fanattac”), as outlined in PacificWave Partners Limited’s proposal submitted to you and
Fanattac on November __, 2015, and subsequent thereto to secure additional capital (the “Funds”), this letter agreement
(the “Agreement”) shall serve as our full and complete understanding relative to your engagement of our firm, PacificWave
Partners Limited (“PacificWave”), as financial advisors to CoConnect, Inc., a Nevada corporation (the “Company”).
The Company acknowledges that any Funds may be provided through single or multiple tranche investments consisting of, without
limitation, one or more of the following: conventional debt, convertible debt, secured debt, participating debt, warrants, equity,
preferred equity, equity draw-down facilities, lines of credit, letters of credit and/or any other forms of financing (each, an
“Investment”).


 


In
consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, PacificWave and the Company hereby agree to the following terms and conditions:


 


Role
of PacificWave Partners Limited and Independent Contractor Status


 


1.The
Company hereby engages PacificWave as its exclusive financial advisors to facilitate introductions to one or more persons, partnerships,
corporations or other entities or groups, satisfactory to the Company, who would be interested in entering into an RTO and, if
requested by the Company, a Financing Transaction with the Company, as well as such other consultants and/or professionals as
may be necessary or appropriate in effecting an RTO or Financing Transaction. A “Financing Transaction” shall mean
the payment of Funds to the Company by way of any Investment or Investments. The Company shall have the absolute right to refuse
to consummate an RTO or a Financing Transaction for any reason or no reason. The Company acknowledges and agrees that PacificWave
and its officers, directors, employees, agents and representatives are not acting as an agent or broker of the Company or otherwise
acting in a fiduciary capacity on behalf of the Company and are acting solely as an independent contractor. PacificWave and its
officers, directors, employees, agents, and representatives shall not be empowered to act for or bind the Company to any contractual
arrangement with any third parties. The Company acknowledges and agrees that PacificWave will introduce potential investors to
the Company, but will not solicit any Financing Transaction, participate in the negotiation or execution of any Financing Transaction
or advise on the merits of any Financing Transaction.


 




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Term
of Engagement


 


2.The
term of this Agreement shall be for a period of sixty (60) days (the “Term”) commencing from the date that PacificWave
receives a copy of this Agreement executed by the Company. PacificWave shall be the exclusive financial advisors to the Company
during the Term. Thereafter, this Agreement shall renew automatically for successive terms of sixty (60) days (each, a “Renewal
Term”) unless either party shall give twenty (20) days’ written notice of termination to the other party before the
commencement of any Renewal Term. Any termination of this Agreement pursuant to this paragraph 2 shall be without liability of
any character (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party thereto,
except that the Company shall remain obligated to pay all fees and expenses provided to be paid by it specified in paragraphs
3, 4, 5 and 6 of this Agreement.


 


Introductions


 


3.Prior
to the introduction of the Company to any particular investor or investors during the Term, PacificWave will provide the investor’s
name or investors’ names (each, a “Named Investor”) in writing to the Company for approval by the Company (a
“Name Registration”). The Company agrees to accept every potential Named Investor that PacificWave submits for Name
Registration, except only (i) where the Company has already had substantive discussions about an investment in the Company prior
to the execution of this Agreement with the Named Investor or (ii) where the Company in good faith believes that the Company’s
reputation may be harmed by entering into a Financing Transaction with the Named Investor. If the Company has already had substantive
discussions about an investment in the Company prior to the execution of this Agreement with the Named Investor that PacificWave
submits for approval, the Company will promptly disclose the circumstances of the prior introduction and the name of the third
party, if any, having made the introduction to the Company of the Named Investor. If the Company does not provide its approval
or rejection of a Named Investor within 24 hours of PacificWave’s disclosure to the Company of the identity of that Named
Investor, then the Company shall be deemed to have approved that Named Investor, and the Named Investor shall be the subject of
a Name Registration. The Company agrees to maintain the confidentiality of each Named Investor, unless disclosure of the Named
Investor is required by applicable law.


 









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PacificWave
Compensation


 


	4.	(a)	As
    partial consideration for the services to be provided by PacificWave under this Agreement, the Company shall pay, upon receipt
    of Funds by the Company from a Financing Transaction, whether such Financing Transaction was closed during the Term, a Renewal
    Term or within two (2) years from the termination of this Agreement, with any Named Investor introduced to or caused to be
    introduced to the Company by PacificWave, a cash fee of ten percent (10%) (the “Cash Fee”) of the gross value
    of such Financing Transaction. The Company agrees to wire to PacificWave the Cash Fee within forty-eight (48) hours of receipt
    of such Funds by the Company; provided, however, that for any Financing Transaction that closes after the closing of an RTO,
    the Cash Fee shall be eight percent (8%). 
	 	 	 
	 	(b)	In
    the event that all or a portion of the consideration paid in a Financing Transaction is other than cash, then the value of
    such non-cash consideration shall be deemed to be the fair market value of such non-cash consideration on the date such Financing
    Transaction is consummated. In the event the Company refers an investor or investors to PacificWave during the Term or a Renewal
    Term and such investor or investors subsequently participate in a Financing Transaction, PacificWave shall be paid fifty percent
    (50%) of the Cash Fee calculated in accordance with paragraph 4 of this Agreement.
	 	 	 
	 	(c)	The
    Company agrees to maintain the confidentiality of each Named Investor, except as required by applicable law. For a period
    of two (2) years from the termination of this Agreement, the Company will not solicit or enter into any Financing Transaction
    with any Named Investor without the written consent of PacificWave and payment to PacificWave of compensation of no less than
    the compensation that PacificWave would have received pursuant to the terms of this Agreement.
	 	 	 
	 	(d)	As
    consideration for identifying a suitable RTO candidate, the Company agrees to issue to PacificWave 946,666 shares of its common
    stock, payable upon the signing of a letter of intent for such RTO.


 


5.The
Company shall also reimburse PacificWave for all out-of-pocket expenses relating to travel, accommodations, car hires and other
reasonable costs incurred by PacificWave in connection with the services provided to the Company under this Agreement, provided
that such expenses shall not exceed $3,000 in any thirty (30) day period unless approved in advance by the Company. All expenses
shall be paid by the Company within five (5) business days of the receipt of an expense invoice from PacificWave. When feasible,
PacificWave shall have the Company incur any approved expenditures directly.


 




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Additional
or Future Financing Transaction(s) by Investor(s)


 


6.In
the event any Named Investor successfully completes a Financing Transaction subject to the terms of this Agreement, and the same
Named Investor completes another Financing Transaction or is a participant in another Financing Transaction with the Company within
two (2) years from the termination of this Agreement, the Company shall pay PacificWave a ten percent (10%) cash fee on any and
all Funds received by the Company or on the portion of Funds contributed by such Named Investor if part of a group or syndicate
of investors.


 


Company
Representations and Warranties


 


7.In
order to induce PacificWave to enter into this Agreement, the Company hereby represents and warrants to and agrees with PacificWave
as follows:


 


	 	(a)	All
    information provided by the Company to PacificWave or to any Named Investor regarding the Company is true and does not omit
    any material fact necessary to make such information, in light of the circumstances under which it was delivered, not misleading.
    If during the Term, any event occurs, or any event known to the Company relating to or affecting the Company shall occur,
    as a result of which the information provided to PacificWave or to any Named Investor becomes incorrect or misleading, the
    Company shall inform PacificWave and any Named Investor of such occurrence within a reasonable period of time. PacificWave
    and its officers, directors, employees, agents and representatives shall have no responsibility for any information supplied
    by or on behalf of the Company to any Named Investor, and the Company shall not represent to any person or entity that PacificWave
    and/or its officers, directors, employees, agents and representatives have assumed such responsibility.
	 	 	 
	 	(b)	The
    execution and delivery of this Agreement, and the consummation of the transactions herein contemplated, and compliance with
    the terms of this Agreement will not conflict with or result in a material breach of any of the terms, conditions or provisions
    of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company (in any respect that is material
    to the Company), any material note, indenture, mortgage, deed of trust, or other agreement or instrument to which the Company
    is a party or by which the Company or any property of the Company is bound, or to the best of the Company’s knowledge,
    any existing law, order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality, agency
    or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the Company or any property of the Company,
    which breach would have a material adverse effect on the business or financial condition of the Company.


 




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	 	(c)	The
    Company is duly formed, validly existing and in good standing as a corporation under the laws of its jurisdiction of incorporation.
    The execution and delivery by the Company of this Agreement have been duly authorized by all necessary action, and this Agreement
    is the valid, binding and legally enforceable obligation of the Company, except as enforcement may be limited by general principles
    of equity and by bankruptcy and other laws affecting creditors’ rights generally.


 


	 	(d)	All
    offerings of securities by the Company shall be conducted in compliance with all applicable laws, including but not limited
    to federal, state and other applicable securities laws.


 


Mutual
Indemnification


 


8.The
Company agrees to indemnify and hold harmless PacificWave and each of its officers, directors, employees, agents and representatives
against any losses, claims, damages or liabilities, joint or several, for which PacificWave or its officers, directors, employees,
agents and representatives may directly or indirectly become liable in connection with or arising out of the advisory services
that are governed by this Agreement or the offering or sale of securities of the Company. Furthermore, the Company shall reimburse
any legal or other expenses reasonably incurred by PacificWave and its officers, directors, employees, agents and representatives
in connection with investigating or defending against any loss, claim, damage or liability or any action in respect thereof. Notwithstanding
anything to the contrary contained herein, the Company shall not be liable hereunder for any loss, claim, damage or liability
resulting from intentional wrongdoing, recklessness, bad faith or gross negligence of PacificWave and its officers, directors,
employees, agents and representatives. The indemnity agreement in this paragraph 8 shall, upon same terms and conditions, extend
to and inure to the benefit of each person, if any, who may be deemed to control PacificWave and to its officers, directors, employees,
agents and representatives and shall survive the termination of this Agreement.


 




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9.PacificWave
agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents and representatives against any
losses, claims, damages or liabilities, joint or several, for which the Company or its officers, directors, employees, agents
and representatives may directly or indirectly become liable in connection with or arising out of the advisory services that are
governed by this Agreement. Furthermore, PacificWave shall reimburse any legal or other expenses reasonably incurred by the Company
and its officers, directors, employees, agents and representatives in connection with investigating or defending against any loss,
claim, damage or liability or any action in respect thereof. Notwithstanding anything to the contrary contained herein, PacificWave
shall not be liable hereunder for any loss, claim, damage or liability resulting from intentional wrongdoing, recklessness, bad
faith or gross negligence of the Company and its officers, directors, employees, agents and representatives. The indemnity agreement
in this paragraph 9 shall, upon same terms and conditions, extend to and inure to the benefit of each person, if any, who may
be deemed to control the Company and to its officers, directors, employees, agents and representatives and shall survive the termination
of this Agreement.


 


Covenants
and Obligations of Company


 


10.The
Company shall make available to PacificWave all information concerning the business, assets, operations and financial condition
of the Company which PacificWave reasonably requests in connection with the performance of its services under this Agreement.
PacificWave may rely upon the accuracy and completeness of such information without independent verification.


 


11.In
connection with the services to be provided by PacificWave under this Agreement, PacificWave may receive from the Company information
relating to the Company which is of a confidential and proprietary nature (the “Proprietary Information”), which may
include (without limitation) trade secrets, know-how, designs, formulas, processes, data and information regarding the Company’s
personnel, plans, operations, customers, prices, costs or financial condition. Except for appropriate actions related to its activities
under this Agreement by PacificWave and its employees, PacificWave shall not permit any other person to use the Proprietary Information
or disclose to any other person any of the Proprietary Information, except with the prior written consent of the Company. PacificWave
shall ensure that the confidentiality of the Proprietary Information is maintained by its employees, contractors, affiliates and
agents. Upon termination of this Agreement, any Proprietary Information possessed by PacificWave, including duplicates, shall
be destroyed or delivered to the Company and shall not be retained, furnished or communicated to any third party in any form.
The foregoing obligations shall not apply to disclosures of Proprietary Information required by court order or applicable laws
or to information which, through no wrongful act or inaction or any breach on the part of PacificWave, has become generally known
or available to the public, has been furnished to PacificWave by a third party as a matter of right and without restriction on
such disclosure, or has been developed independently by PacificWave.


 




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Dispute
Resolution and Arbitration


 


12.The
Company and PacificWave agree that any and all disputes arising out of or in connection with this Agreement shall be resolved
solely by confidential binding arbitration by a panel of three arbitrators in Los Angeles, California, according to the then current
commercial arbitration rules of JAMS and judgment upon the award rendered by the arbitrators may then be entered in any court
having jurisdiction thereof, and enforcement of the award and judgment shall likewise be implemented by any court having jurisdiction
of a party or the property of a party. If either party refuses to proceed with the arbitration in accordance with the preceding
sentence, the panel shall nonetheless receive evidence and render an award in accordance with the JAMS commercial arbitration
rules and the party seeking arbitration shall be entitled to seek equitable remedies in any court having jurisdiction to enforce
this paragraph 12. Each party shall bear its own attorneys’ fees, expert witness fees, and costs in connection with such
arbitration, provided, that the arbitrators shall award costs and expenses as part of their award in accordance with paragraph
14 of this Agreement. This Agreement has been negotiated and drafted by each party, with counsel from each party reviewing the
document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against any party.
This Agreement, and any dispute arising hereunder, shall be governed by California law, without giving effect to any choice of
law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than California.


 


Governing
Law


 


13.This
Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law provisions.


 




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Attorney’s
Fees


 


14.If
any party to this Agreement brings an action or actions in any forum or proceeding directly or indirectly based on this Agreement
(including, without limitation, whether to challenge its enforceability or to interpret any of its provisions, or regarding any
other issue), the prevailing party shall be entitled to an award of reasonable expenses incurred in connection therewith, including,
but not limited to, attorney’s and experts’ fees and arbitral or court costs.


 


Assignment


 


15.This
Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors
of the Company by reorganization, merger, consolidation or otherwise and any assignee of all or substantially all of its business
and properties. Subject to the Company’s prior approval in writing, PacificWave shall have the right to assign its rights
under this Agreement to any person or entity as specified in writing with notice of assignment sent to the Company by mail and/or
facsimile.


 


Notices


 


16.Any
notice required or permitted to be given to any of the parties to this Agreement will be in writing and may be given by prepaid
registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy
to the address of such party first above stated or such other address as any party may specify by notice in writing to the other
parties and any such notice will be deemed to have been given and received by the party to whom it was addressed if mailed, on
the third day following the mailing thereof, if by facsimile or other electronic communication, on successful transmission, or,
if delivered, on delivery; but if at the time of mailing or between the time of mailing and the third business day thereafter
there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given
until actually delivered.


 


Authorization


 


17.Each
of the undersigned parties, respectively, hereby represents and warrants that he/she is duly authorized to execute this Agreement
and that this Agreement, when executed, shall become a valid, binding and legally enforceable obligation, enforceable in accordance
with the terms and conditions set forth herein, except as may be limited by general principles of equity and by bankruptcy and
other laws affecting creditors’ rights generally.


 




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Entire
Agreement, Modifications and Waivers


 


18.This
Agreement sets forth the complete terms and conditions between the parties with respect to the subject matter hereof, and may
not be amended except in another written document executed by all of the parties. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements, representations, warranties and covenants concerning the subject matter hereof
are merged herein. Waiver of or failure to exercise any rights provided by this Agreement in any respect shall not be deemed a
waiver of any further or future rights.


 


Execution


 


19.This
Agreement may be executed in any number of counterparts each of which shall be enforceable against the parties executing such
counterparts, and all of which together shall constitute a single document. Except as otherwise stated herein, in lieu of the
original documents, a facsimile transmission or copy of the original documents shall be as effective and enforceable as the original.


 


Construction


 


20.This
Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against
either party. Any ambiguity shall not be interpreted against the drafting party.


 


Further
Assurances


 


21.The
parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give
all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.


 


Currency


 


22.Unless
otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.


 









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Number
and Gender


 


23.All
references to any party, whether a party to this Agreement or not, will be read with such changes in number and gender as the
context or reference requires. When the context hereof makes it possible, the word “person” appearing in this Agreement
includes in its meaning any firm and any body corporate or politic.


 


Set-Off


 


24.The
obligation of the Company to make all payments hereunder will be absolute and unconditional and will not be affected by any circumstance,
including, without limitation, any set-off, compensation, counterclaim, recoupment, defence, or other right which the Company
may have against PacificWave, or anyone else for any reason whatsoever.


 




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Please
confirm that the foregoing is in accordance with your understanding by initialing each page in the lower right hand corner, and
signing and dating this letter in the spaces provided below, and returning a copy in pdf format to us.


 


Sincerely,


 


PACIFICWAVE
PARTNERS LIMITED


 





	/s/
    Henrik Rouf	 
	Henrik Rouf	 
	Managing Director	 



 


The
foregoing has been read, understood and approved:


 


CoConnect,
Inc.


 


	By:	/s/
    Bennett J. Yankowitz	 	Dated:
    July 15, 2015
	 	 Bennett
    J. Yankowitz, President	 	 


 








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