FINRA / SIPC MEMBER
Exhibit 10.5
Xxxxxxx Equity Group, LLC
FINRA / SIPC MEMBER
November 2, 2015
Xx. Xxxxxxx Xxxx CEO
HealthLynked Corporation
0000 Xxxxxxx Xxxx. Suite101
Naples, Florida 34110 United States
Phone: 000-000-0000
Website: xxxx://xxx.xxxxxxxxxxxx.xxx
Re: Advisor Consulting, Banking Agreement
Dear Xxxxxxx,
This Advisor Consulting Agreement (this "Agreement") will confirm that, HealthLynked Corporation engages Xxxxxxx Equity Group, LLC. ("Xxxxxxx"), to act alone or with other firms on a best efforts basis as its non-exclusive, Advisor/Consultant on a commercially reasonable basis using its best efforts to provide certain Services (as defined below) to the Company in accordance with the terms and conditions set forth herein; Xxxxxxx hereby agrees to provide such Services on a commercially reasonable best effort basis to the Company in accordance with such terms and conditions. Xxxxxxx makes no assurances that the provision of the Services hereunder will be successful. This proposal is valid for seven business days. Now, therefore, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | For the purposes of this Agreement, the term "Services" shall include efforts to Advise the Company and/or any of its Projects, or otherwise arrange for the Company to receive capital on terms and conditions acceptable to the Company, through any legal means, whether equity, debt or any combination thereof, (collectively, a "Financing") |
| 2. | For the purposes of this Agreement, an Accredited Investor, as such term is defined in Rule 501 of Regulation D, shall be considered to have been introduced to the Company by or through Xxxxxxx if the Accredited Investor was first introduced to the Company directly by Xxxxxxx, its agents or employees, (a "Xxxxxxx Referred Investor"). Xxxxxxx agrees to designate, in writing, conference call, or by email a Xxxxxxx Referred Investor at the time the referral is made "and Health Lynked Corporation agrees to either accept or reject such referral promptly within 2 business days." |
0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ph: 000-000-0000 Fax: 000-000-0000
| 3. | Nothing contained in this Agreement shall be construed as an offer by Xxxxxxx or any of its affiliates to extend credit. In addition, Xxxxxxx does not provide legal, tax or accounting services and does not render such advice. |
| 4. | The "Term" of this Agreement shall extend from the date of this agreement for a period of One (1) year and automatically renew unless Xxxxxxx is contacted by the company in writing at least 60 days prior or until delivery of 30 days written notice by the Company to Xxxxxxx to terminate this agreement at any time, with or without cause (the "Termination Date"), provided, however, that the termination of this Agreement shall not in any way limit, modify or otherwise affect the rights of Xxxxxxx to: (i) receive its entire compensation pursuant to the terms of this Agreement in connection with any services or a Financing involving the Company during the Term of this Agreement or subsequent to the termination or expiration of this Agreement as provided in Section 5(a)(v) below, (ii) receive reimbursement, on an accountable basis and in an amount not to exceed $500.00, of expenses incurred by Xxxxxxx up to the date of termination or expiration of this Agreement pursuant to the terms of Section 5(a)(iv) hereof, and (iii) be protected by the indemnification rights, waivers and other provisions of this Agreement. Xxxxxxx will submit the sales materials, any preliminary/introductory letter or memorandum and all other material written information to the Company for approval before distributing. The Company will authorize distribution or provide comments to Xxxxxxx within two business days after receiving such material. |
| 5. | In consideration of the performance of the Services pursuant to this Agreement, the Company shall compensate Xxxxxxx as follows: |
Upon the execution of this Agreement, the Company will pay to Xxxxxxx a fee $5,000.00 dollars payable at signing. Said funds will be used to defray the cost of performing initial due diligence background checks, etc in conformity with the rules of the Financial Industry Regulatory Authority ("FINRA"), and for a site visit when appropriate. Xxxxxxx agrees to share this due diligence with Xxxxxxx referred investors should the information be requested and the distribution of the information meet with Xxxxxxx'x customary business practices.
| a. | The obligation of the Company to pay fees under this section 5 a. of the agreement shall not arise until upon the closing of a Financing "on terms accepted in writing by the Company" with a Xxxxxxx Referred Investor, the Company shall pay fees to Xxxxxxx promptly following the actual transfer of Consideration (as defined herein) to the Company, its stockholders, affiliates or subsidiaries. These fees shall consist of the following: |
| i. | A cash fee equal to seven percent (7.0%) of the aggregate Consideration received by the Company, its stockholders, affiliates or subsidiaries from said investors relative to a Financing in equity referred to in this Section 5(a) (i); in addition, the Company shall issue to Xxxxxxx warrants (the "Financing Warrants") Xxxxxxx with receive ten percent (10%) of the number of Shares Purchased or the total amount raised which every is greater. The effective price per share will be the same price the investor pays per share. The cash fee shall be payable to Xxxxxxx by the Company at closing. The Company shall cause the financing warrants to be issued to Xxxxxxx within thirty days of closing of a financing. |
| ii. | Non-accountable expense equal one percent (1.0%) of the aggregate consideration in equity capital. |
0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ph: 000-000-0000 Fax: 000-000-0000
| 2 |
| iii. | The Financing Warrants shall be exercisable at the option of the holder for a period of five (5) years from the date of closing of any financing at an exercise price (the "Financing Warrant Exercise Price"). At 100% of the investor price. The terms of the Financing Warrants shall be set forth in an agreement (the "Financing Warrant Agreement") in form and substance reasonably satisfactory to the Company and Xxxxxxx for common shares. The Financing Warrant Agreement shall contain customary terms, including without limitation, customary cashless exercise and piggy back registration rights etc. The Company shall cause the Financing Warrants to be issued to Xxxxxxx within 30 days after of Closing. |
| iv. | If all or part of the Financing for a particular Company, for Acquisitions, and or Projects is in the form of non-convertible debt or equity, (i.e.) debt financing transaction etc, then the cash fee shall be six per cent (6.0%) of the gross amount raised up to $10 million, 5% up to $15 million 4% up to $20 million and thereafter. In addition, the Company shall issue to Xxxxxxx warrants (the "Financing Warrants") equal to seven and on half percent (7.5%) of the gross dollar amount raised. Said warrants will be exercisable at 100 % of the five day bid price "VWAP" for ordinary/common shares. In the event another financing group is introduced by Xxxxxxx the company total fees will not exceed the above. Xxxxxxx may assign any or all of its rights to affiliates. |
| v. | As a Banker/Advisor Xxxxxxx will receive one million common shares of restricted stock at signing and an additional one million common shares of restricted stock at the closing of a S-1. Effective delivery will be 30 day from signing and or closing of the S-1 and be accompanied with a signed corporate resolution from the company's board in both cases. Xxxxxxx will also receive three (3%) of the gross amount of any merger, acquisition or transaction that the firm advise or introduces and only (.05%) a half of one percent if Xxxxxxx only advise and or reviews documents, etc. Xxxxxxx will not receive a 3% advisor fee on top of a referral fee for a financing or a referral fee on top of advisor fee. Xxxxxxx will also advise and/or review the company new business plan, research report, shareholder list, becoming a fully reporting company in the US (if it applies) up list and any aspect with management that might develop. As advisor Xxxxxxx will receive $1000 a month starting December 1, 2015. In the event Xxxxxxx contracts out for an independent report and only with the company approval, then the company will be responsible for said cost. |
| vi. | Subsequent Transactions Tail. During the Term of this Agreement, and for a period of twenty four (24) months after the termination, last closing or expiration of this Agreement, if the Company consummates a Financing with any Xxxxxxx Referred Investor or Group then the Company shall pay to Xxxxxxx all fees and expenses provided hereunder. |
| b. | Fees and expenses due Xxxxxxx hereunder shall be earned and paid out of the funds received at the closing of any Financing. It is understood that in the event Xxxxxxx brings in another Investment Bank and or advisor to assist in a deal Xxxxxxx will be responsible for any fees not the company. |
| x. | Xxxxxxx and/or its affiliates may be a Xxxxxxx Referred Investor in any Financing. |
0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ph: 000-000-0000 Fax: 000-000-0000
| 3 |
| d. | During the Term of this Agreement and subject to the Company's prior written approval which may not be reasonably withheld, Xxxxxxx reserves the right to have selected dealers ("Selected Dealers") in good standing with the NYSE and/or the Financial Industry Regulatory Authority ("FINRA") participate in the Financing, specifically for the purposes of assisting the Company in finding qualified accredited investors for any Financing. Such Selected Dealers shall be compensated as directed by Xxxxxxx. Xxxxxxx may a assign any and all right to affiliates. |
Any communications specifically required hereunder to be in writing, if sent to Xxxxxxx, will be sent by overnight courier providing a receipt of delivery or by certified or registered mail to it at Xxxxxxx Equity Group, LLC, 0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xx. 00000 ATTN: Xxxx Xxxxxxxx Banking Group and if sent to the Company, will be sent by overnight courier providing a receipt of delivery or by certified or registered mail to Xx. Xxxxxxx Xxxx CEO HealthLynked Corporation 0000 Xxxxxxx Xxxx. Suite101 Naples, Florida 34110 United States Phone: 000-000-0000 xxx.xxxxxxxxxxxx.xxx
If this letter correctly sets forth the entire understanding between Xxxxxxx and the Company with respect to the foregoing, please so indicate by signing below, at which time this letter shall become a binding contract.
| Sincerely, | |
| Xxxxxxx Equity Group, LLC. | |
| /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx Banking Group |
Accepted and agreed as of the date first above written:
HealthLynked Corporation |
|
| /s/ Xxxxxxx Xxxx | |
| Xx. Xxxxxxx Xxxx President, CEO |
0000 XXX Xxxx. Suite 000 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ph: 000-000-0000 Fax: 000-000-0000
4
