SHEFFORD CAPITAL MANAGEMENT, LLC. Medifirst Solutions, Inc. ENGAGEMENT AGREEMENT
Exhibit 10.1
SHEFFORD CAPITAL MANAGEMENT, LLC.
THIS ENGAGEMENT AGREEMENT, (the “Agreement”) dated as of the date written, is by and between Shefford Capital Management, LLC. (the “Advisor”) and Medifirst Solutions, Inc. (the “Company”).
WHEREAS, the Company desires to retain the Advisor and the Advisor desires to be retained by the Company pursuant to the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:
| Advisor: | Shefford Capital Management, LLC. will be the exclusive accounting and financial advisor (“Advisor”). |
| Role: | Advisor designates Xxxxxxxx Xxxxx to act as the Company’s Chief Financial Officer, developing and overseeing Medifirst Solution’s (the “Company”) turn-around plan, financial management and accounting activities, including helping design and oversee an efficient restructuring, efficient monthly accounting closing process, reviewing the Company’s monthly financial statements and implementation of the Company’s reporting, liaison with the Company’s external accountants on a monthly or quarterly basis and certifying the Company’s public financial statements as the Company’s Chief Financial Officer. The Company accepts Xxxxxxxx Xxxxx as its Chief Financial Officer. |
| Term: | One year commencing July 7, 2021 (the “Term”), with appropriate extensions as agreed to by the Advisor and the Company. Notwithstanding the foregoing, either party may terminate this Agreement upon 30 days’ written notice. |
| Compensation: | The Advisor shall be compensated as follows: |
| On an ongoing monthly basis over the Term, a fee of $ 1,000 per month, payable in advance, for performing the services detailed above (under the “Role” section) in those months where a 10K or 10Q SEC financial filing is not required. | |
| In those months where a 10K or 10Q SEC financial filing is required, a fee of $5,000 a month will be paid for performing the services detailed above. When filing the next 10K, based on the work involved and the state of the 10K, an additional fee may be required, as mutually agreed to by the Advisor and the Company. | |
| In addition to the cash compensation specified above, the Advisor will be issued stock options over the Term, as follows: |
| ● | an option to purchase 1,000,000 shares of the Company’s common stock, granted on July 7, 2021, at an exercise price equal to the closing price of a share of the Company’s common stock on the grant date (adjusted for splits), such option to vest in full 90 days after grant; and, |
| ● | options to purchase 200,000 shares of the Company’s common stock per month; each such option to be granted on the last day of each month commencing August 2021 and ending June 2022, provided that this Agreement has not been terminated prior to each such grant date, at an exercise price equal to the closing price of a share of the Company’s common stock on each grant date, each such option to be fully vested upon grant. |
| Expenses: | Reimbursement of all authorized out-of-pocket expenses (including fees and disbursements of professionals such as legal counsel, if required). |
| Indemnification: | Customary indemnification normally accorded to accounting and financial advisors shall hold harmless the Advisor from any losses, claims or damages resulting from the Advisor’s services, except as delineated in the Chief Financial Officer Certification requirements of the Sarbanes Oxley Act. A separate indemnification agreement shall be executed in a form satisfactory to the Advisor. |
| In the event the Advisor is called to testify, provide legal support or be a witness on behalf of the Company for any event at any time, all legal expenses and professional time will be reimbursed by the Company. | |
| Arbitration: | Any dispute between the Advisor and the Company regarding the construction or application of the Agreement and the related services will, upon a written request, be submitted to arbitration, and this arbitration shall comply with and be governed by the provisions of the American Arbitration Association and shall take place in New York, New York. The prevailing party shall be entitled to attorney fees and costs incurred in connection with any such dispute. |
| Governing Law: | This Agreement shall be governed by the laws of the State of New York. |
AGREED TO AND ACCEPTED THIS 7th DAY OF JULY 2021.
| Shefford Capital Management, LLC. | Medifirst Solutions, Inc. | |
| 000 Xxxxxxx Xxxxxx | 4400 Route 0 Xxxxx | |
| Xxxxx Xxxxx | Xxxxx 0000 | |
| Xxx Xxxx, Xxx Xxxx 00000 | Xxxxxxxx, XX 00000 | |
| Xxxxxxxx Xxxxx | Xxxxxx Xxxxxxx | |
| Managing Director | CEO |
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SHEFFORD CAPITAL MANAGEMENT, LLC.
Scope Letter
The scope of the Engagement Agreement (the “Agreement”) dated as of July 7, 2021, by and between Shefford Capital Management, LLC. (the “Advisor”) and Medifirst Solutions, Inc. (the “Company”) is limited the details herein. The tasks to be performed as delineated herein are to be completed within the term of the Agreement. The scope of the Agreement may only be modified by written consent of both the Advisor and the Company.
The tasks are as follows:
1. Collaborate with the Company’s CEO to develop and execute the Company’s turn-around plan.
2. Review and establish the Company’s monthly accounting closing process for the timely production of financial statements.
3. Specific additional activities shall include but not be limited to:
A. Review and implement production of the Company’s monthly financial statements and quarterly and annual reporting on Forms 10Q and 10K, respectively.
B. Establish other financial and accounting processes, if requested, such as budgeting, forecasting and the development of operating metrics.
C. Act as the liaison with the Company’s external accountants and the Audit Committee of the Board of Directors.
D. Certify the Company’s public financial statements as the Company’s Chief Financial Officer.
E. Transition to a permanent Chief Financial Officer, at the appropriate time
F. Assistance with the design and implementation of internal controls in accordance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations of the Securities and Exchange Commission and the various stock exchanges applicable to the Company.
Caveats:
1. The Company shall also be successful in raising interim capital and long-term equity capital as discussed with management, in order to maintain the operations of the Company.
AGREED TO AND ACCEPTED THIS 7th DAY OF JULY, 2021
| Shefford Capital Management, LLC. | Medifirst Solutions, Inc. | |
| Xxxxxxxx Xxxxx | Xxxxxx Xxxxxxx | |
| Managing Director | CEO |
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