8. Commitments and Contingencies
In connection with the acquisition of 65% of the common shares in
TIPPT Media, Inc. on December 23, 2011, the Company agreed to provide TIPPT Media, Inc. a credit facility of $20,000, with interest
to accrue at the rate of four percent (4%) per annum and be payable at its maturity in 5 years (the TIPPT Loan). The
facility is secured by the remaining 35% of the common shares of TIPPT Media, Inc owned by TIPPT, LLC, subject to release under
certain circumstances described in the loan agreement in the event the shares are converted into common shares of FNCX. The
credit facility may be drawn for approved expenses in accordance with the budget approved at the time of the commitment, as updated
quarterly. (See Note 5, Acquisitions). As of December 31, 2011, no funds had been drawn by TIPPT
Media, Inc. under the TIPPT Loan.
In connection with the purchase from Trusted Opinion Inc. of the
Loyalize assets, as described in Note 5, Acquisitions, the Company is obligated to also fund as a purchase
price adjustment the difference, if any, in the amount by which $1,839 exceeds the calculated value (computed based on the average
closing price of its common shares during the 20 days prior to December 31, 2012) of the 275,038 shares on December 31, 2012, either
in cash or in common shares of the Company, at Buyers election, provided that such additional consideration shall not be
payable until claims which remain subject to determination and secured by all the Escrowed Shares are no longer outstanding and
the additional consideration shall be eliminated to the extent final claims exceed the value of the shares then remaining in escrow.
There are no lawsuits or claims pending against the Company.