AN AGREEMENT BETWEEN the

FOUNDATION FOR A GREATER AMERICA, INC.,

&

CROSSCLICK MEDIA, INC.






This AGREEMENT
(“Agreement”) is entered into on December 2, 2014, by and between the Foundation For A Greater America, Inc.
(“FFAGA”) having an office address at PO Box 3587, Tustin, CA 92781 and CrossClick Media, Inc. (“CCM”),
having an address at 8275 S. Eastern Ave., Suite 200-661, Las Vegas, NV 89123. This Agreement is to identify the terms and the
process structure by which CCM will provide Master Contractor services to FFAGA.


As the Master
Contractor, CCM’s responsibilities include, but are not limited to: Identifying call centers that may want to participate
in the process of reaching out to contributors on behalf of FFAGA and our dba, Voters for Hillary; accounting of all of the transactions
(contributions), as well as the charges related to any and all other services and expenses, including but not limited to refunds/chargebacks,
reserve accounts, access to dialers / phone system, usage fees, processing fees for those call centers that join our team; supply
of call lists to the various call centers; etc., shall be CCM, the Master Contractor in concert with FFAGA. The revenue for this
Agreement is tied directly to contributions from each call signed up and overseen by CCM and the commission structure is outlined
in the Addendum “B”.


WHEREAS,
FFAGA is a political action committee (“SUPERPAC”) registered with the Federal Elections Commission (“FEC”)
and their campaign, Voters for Hillary; and


WHEREAS,
CCM desires to act as a Master Contractor providing services such as: agent in sourcing and vetting potential call center operations
to participate in the FFAGA / VotersforHillary.com campaign; a compliance officer, to ensure continued compliance with the Voters
for Hillary processes and requirements; a liason to relay information, scripts, invoices, rules, requirements and restrictions
for operating. These are vital services for the Foundation for a Greater America, Inc., as it allows FFAGA to focus on the processes
of program building, advertisement creation, and other creative aspects.


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained in this Agreement, the receipt of which hereby is acknowledged,
it is agreed as follows:


		1)	FFAGA/VfH
                                         hereby authorize CCM to act as a Master Contactor, providing the various services described
                                         above and to receive a fee as a percentage of the contributions generated by the call
                                         center operations that CCM has recruited and approved to call on behalf of FFAGA/VfH.
                                         Further, to act as an emissary: translating the compensation model; scripts; processes
                                         for pledges, and contributions; invoicing; and facilitating communications between the
                                         Foundation and the respective call centers. The compensation model for CCM as well as
                                         for the prospective call centers are both spelled out, as are the reserve fund details
                                         and processes in Addendum “B” attached. 








    	 



    	 



    

 


		2)	CCM
                                         agrees to provide the call centers with any / all services that are required to successfully
                                         accomplish the prospecting of contributors within the guidelines established by FFAGA/VfH.
                                         They will provide information about what technology is required to utilize / access our
                                         processing of the contributions, they will provide an ongoing source of prospect lists,
                                         and potentially access to their phone system and auto-dialer (“Five 9”).
                                         This system “Five 9” is managed directly by CCM and
                                         will be provided to call centers that desire to avail themselves of the
                                         advantages that the “Five 9” system offers. The fee schedule that we typically
                                         offer out the system has been removed from Addendum A as it is CCM’s system. However,
                                         the fees for processing pledge letters are outlined in Addendum “A”
                                         attached. While prospective call lists will provided either at no charge by FFAGA/VfH,
                                         they must be fully worked before being replaced or augmented (for which our definition
                                         of “fully worked” means at least six (6) attempted contacts per name).



 


		3)	From
                                         the date of this Agreement, CCM and their respective call center recruits hereby agree
                                         to assume full responsibility for, and to save, defend, protect and indemnify and otherwise
                                         hold FFAGA/ VfH, its parent and subsidiaries, and their respective officers, directors
                                         and employees, harmless of, from and against all claims, demands, proceedings, suits
                                         and actions and liabilities, losses, expenses and costs (including reasonable attorney’s
                                         fees) incurred by them in connection therewith or otherwise (collectively, “Indemnified
                                         Costs”), arising from any act, omission or failure to act by CCM or any recruited
                                         individual call center. All recruited entities will have to do the same.



 


		4)	All
                                         fees for capturing contributions for Voters for Hillary will be as shown in SCHEDULE
                                         B attached. 

                                         




		5)	a)
                                         This Agreement may be terminated by either party with sixty (60) days written notice
                                         to the other without cause. However, any existing contribution stream being generated
                                         from existing call centers will continue to pay commissions (albeit at a lower rate (see
                                         Addendum “B”), due to the void created when the Agreement is terminated
                                         and CCM is no longer providing the liaison services, call lists, compliance functions,
                                         etc. (see Section 1 above – “They will act as an emissary: translating the
                                         compensation model; scripts; processes for pledges, and contributions; and relaying concerns
                                         between all parties”), for a period of one hundred and eighty (180) days from the
                                         date of notice to terminate or the Presidential Election in November 2016, whichever
                                         is first, and will terminate all responsibilities of FFAGA/VfH to pay and monies to CCM.
                                         However, any call center that provided zero contributions in a forty-five consecutive
                                         days – roughly six (6) weeks, will be deemed to have ceased efforts and will be
                                         sent a letter to that end. This will be viewed as a de facto termination notice, and
                                         all commissions due at that time will be scheduled for payment on the next pay date and
                                         any successive contributions from contributors that they originally contacted that is
                                         either a first or second contribution, will not be paid out since no notice was provided.
                                         All payments will be subject to processing costs and reserve requirements. The reserve
                                         pool will unwind over the period of the rolling reserve calculation. CCM will be subject
                                         to the same reserve account processing, as no commissions will be paid to a call center
                                         or a Master Contract on bounced checks, chargebacks or refunds to any entity.



 



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d) However, if this Agreement
is terminated for cause, then notice of the cause must be fully spelled out and CCM will have ten (10) business days to cure the
issue. If cured, then nothing will change in the Agreement. However, if the same “cause” is found to occur more than
once, there will be NO cure period for repeated offenses. If the situation is not cured within the ten (10) business day window,
then the Agreement shall cease at expiration of the window to cure (the 11th business day following notice to cure),
and no additional commissions shall be paid on any contributions from existing call centers. Cause will be outlined in Addendum
“C”.


 


e) If an Agreement with one
or more of the recruited call center entities is terminated for cause, it would have direct impact on this Agreement, unless CCM
McDonald also involved in the issue. If an individual referred Call Center Agreement is terminated for cause, there will be no
further commissions paid out to that call center or to the Master Contractor, CCM.


 


		6)	As
                                         of the date hereof, FFAGA/VfH and CCM are not subject to any pending or threatened litigation,
                                         civil or criminal, by any person, or to any pending or threatened proceeding or investigation,
                                         before a court, arbiter or government agency that would impede their respective abilities
                                         to fulfil the terms of this Agreement.



 


		7)	This
                                         Agreement supersedes any and all prior agreements, written or oral, between FFAGA/VfH
                                         and CCM. Further, this Agreement may be amended only by written Agreement of the FFAGA
                                         and CCM specifically referring to the provision to be amended. Any provision of this
                                         Agreement may be waived only by an instrument in writing, signed by the party or parties
                                         against who or which enforcement of such waiver is sought specifically referring to the
                                         provision to be waived. The failure of any party hereto at any time to require the performance
                                         by any other party hereto of any provision hereof shall in no way affect the full right
                                         to require such performance at any time thereafter, nor shall the waiver by any party
                                         hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding
                                         breach of such provision, a waiver of the provision itself, or a waiver of any other
                                         provision of this Agreement.



 



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		8)	Any
                                         notice of other communication required or permitted under this Agreement shall be effective
                                         only if it is in writing, faxed, emailed, delivered personally or sent by registered
                                         or certified mail, postage prepaid addressed as follows:






	Foundation For A Greater America, Inc.	CrossClick Media, Inc.
	Attn: Michelena Thompson	Attn: Kurtis A. Kramarenko
	Assistant Treasurer
	President and Chief Executive Officer
	PO Box 35877	8275 S. Eastern Ave., Suite 200-661
	Tustin, CA 92781	Las Vegas, NV 89123
	miichelena@FFAGA.org	Kurt@CrossClickMedia.com
	(Ofc) 949-201-1301	(Ofc) 855-873-7992







		9)	If
                                         either party is required to bring an action or proceeding to enforce the terms of this
                                         Agreement, the prevailing party shall be entitled to recover costs incurred and reasonable
                                         attorney’s fees from the other party.

                                         




		10)	If
                                         any provision, or part thereof, of this Agreement is judicially declared invalid, void
                                         or unenforceable, each and every other provision, or part thereof, nevertheless shall
                                         continue in full force and effect, and the unenforceable provision shall be changed shall
                                         be changed or interpreted so as best to accomplish the objectives and intent of such
                                         provision within the limits of applicable law.



 


		11)	The
                                         failure of either party to enforce any of its rights hereunder or at law shall not be
                                         deemed a waiver or a continuing waiver of any of its rights or remedies against the other
                                         party, unless such failure or waiver is in writing.



 


		12)	This
                                         Agreement is binding upon and is for the benefit of the parties hereto and their respective
                                         successors, heirs, executors, administrators, legal representatives and permitted assigns.
                                         This Agreement constitutes the entire agreement among the parties hereto with respect
                                         to the subject matter hereof. This Agreement shall be governed by and construed in accordance
                                         with the internal laws of the State of California without regards to conflicts of law
                                         principles, and may be executed in several counterparts, each of which shall be deemed
                                         an original, but all of which together shall constitute one and the same instrument.



 


 





 


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written. 


 


Foundation For A Greater America, Inc. dba
Voters for Hillary


 


 


By: /s/ Mickey Thompson


Mickey Thompson, Assistant Treasurer


 


 


 


CrossClick Media, Inc. 








By: /s/ Kurtis Kramarenko


Kurtis Kramarenko, President


 


  


 


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ADDENDUM “A”


 


Redacted. 








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ADDENDUM “B”


 


Redacted.



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ADDENDUM “C”







The reason for termination with Cause are still be vetted with our attorney,
but will include:


Fraud;
Larceny; misappropriation; failure to act within the parameters provided by FFAGA; any action or inaction deemed to be inappropriate
with contributors; any action or inaction that might lead to any type of negative action by the FEC or any other governmental
regulatory agency regarding calling or conversations with prospective contributors, etc. As for DRTV / Christine McDonald’s
role in anything like this, since they would not be directly acting to raise contributions, it would include knowledge, tacit
or direct support for the activity, or intentional misleading statements or messages (including, but not limited to mail,
email, tweets or any other electronic communication) that would show involvement in any activity that would or could lead
to disciplinary action by any regulatory entity.


 


Again,
this is still being formulated and any input you might have could be helpful.










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ADDENDUM “D”


 


 



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