Advisory Services: Boustead will provide advisory services to the Company in the areas of corporate development, corporate finance and/or capital placement transactions. Boustead will also introduce other firms, products and services to the Company as needed during the normal course of business and act as coordinator for all activities within its purview. It is also understood that Boustead is acting as an advisor only, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any transaction, or to hold any funds or securities in connection with any transaction or to perform any other acts on behalf of the company without the Company’s express written consent.

2.

Fees and Expenses: In connection with the services to be rendered hereunder, the Company agrees to pay Boustead the following fees and expenses:

Success Fees:

·

·

·

·

·

Expenses: The Company also agrees to reimburse Boustead, promptly when invoiced, for all of its reasonable out-of-pocket expenses including but not limited to reasonable fees and expenses of underwriters counsel, third party due diligence fees, crowdfunding listing fees and expenses in connection with the performance of its services hereunder, regardless of whether a Transaction occurs. Upon the earlier of the termination of this Agreement or completion of a Transaction, the Company agrees to pay promptly in cash any unreimbursed reasonable expenses that have accrued as of such date. Any expense exceeding USD$2,000 shall be pre-approved in writing by the Company. Such expenses shall not exceed, on an aggregate basis, one-half percent (0.5%) of the aggregate dollar amount of the Shares sold in the Offering as permitted by FINRA Rule 5110(f)(2)(D). The parties agree to engage in discussion of all such reasonable expenses from time to time before such expenses are incurred. No reimbursement of expenses shall occur prior to the commencement of the public sale of the securities being offered in Company’s offering

c)

Advisory Fees: Prior to execution of this Agreement the Company has paid Boustead an advisory fee of USD$60,000.

Indemnification: The Company agrees to indemnify Boustead as set forth in Schedule B annexed hereto and made a part hereof.

4.

Escrow: The cash portion of any Success Fees will be due and payable upon the closing of each pre-Regulation A+ Transaction and or the Regulation A+ financing and will be payable directly to Boustead from the escrow established for such closing or in such other manner as may be acceptable to Boustead. The Company shall establish and maintain an SEC compliant offering deposit or escrow account with Boustead affiliate Sutter Securities Clearing, LLC for the closing of any pre-Regulation A+ Transaction or the Regulation A+ Financing, as applicable.

5.

Successors and Assigns: This Agreement shall be binding upon any and all successors and assigns of the Company (including any corporation surviving any merger to which the Company is a party). Boustead shall be permitted to assign its rights or delegate its obligations hereunder by operation of law, including as a result of the partial or total merger or consolidation of Boustead with another entity.

Term: The term of this Agreement (the ‘Engagement Period’) will expire upon the earlier to occur of (i) eighteen (18) months from the date Boustead receives an executed copy of this Agreement from the Company or (ii) the mutual written agreement of the Company and Boustead. The Engagement Period may be extended for additional six (6) month periods under the same terms and conditions as described herein by mutual written agreement of the Company and Boustead. Upon the termination or expiration of this Agreement, the Company shall pay Boustead any reasonable out-of-pocket expenses incurred up to the date thereof. In addition, upon termination or expiration of this Agreement, Boustead shall be entitled to a Success Fee(s), as defined above, if the Company completes a Transaction with a party which became aware of the Company or which became known to the Company as a result of Boustead’s actions prior to such termination or expiration (in either case, the ‘Identified Party (ies)’), during the twelve (12) month period following the termination or expiration of this Agreement.

7.

Future Services: In the event that a Transaction is consummated during the Engagement Period, the Company agrees that it shall provide Boustead the right of first refusal for two (2) years from the consummation of a Transaction to act as financial advisor on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company, whether in conjunction with another broker-dealer or on the Company’s own volition, (collectively, “Future Services”). The Company shall notify Boustead of a proposed transaction subject to this Section 7 to enable Boustead to exercise its right of first refusal to provide Future Services, and Boustead shall notify the Company via email confirmation of its election to provide such Future Services within ten (10) business days of receiving notification from the Company including notification of the compensation and other terms to which Boustead claims to be entitled,. If Boustead elects to not participate in the Future Services transaction, no compensation will be due. If Boustead elects to participate in the Future Services transaction, Boustead will be compensated consistent with the terms of this Agreement.

8.

Governing Law; Dispute Resolution: This Agreement shall be deemed to have been made in the State of California and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of California, without regard to the conflicts of laws rules of such jurisdiction. Any controversy or claim relating to or arising from this Agreement (an ‘Arbitrable Dispute’) shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the ‘JAMS’) as such rules may be modified herein or as otherwise agreed by the parties in controversy. The forum for arbitration shall be Orange County, California. Following thirty (30) days’ notice by any party of intention to invoke arbitration, any Arbitrable Dispute arising under this Agreement and not mutually resolved within such thirty (30) day period shall be determined by a single arbitrator upon which the parties agree.

9.

USA Patriot Act: Boustead is committed to complying with U.S. statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA Patriot Act requires that all financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures.

Confidentiality: All non-public information concerning the Company and its subsidiaries which is given to Boustead will be used by Boustead solely in the course of the performance of its services hereunder and will be treated confidentially by Boustead and any retained advisors and agents for as long as such information remains non-public. Except as otherwise required by law, Boustead will not use such information or disclose such information to a third party, other than its Representatives (as herein defined) who have a need to know such information in connection with the transaction contemplated by this Agreement and who agree to keep such information confidential. This Agreement is for confidential use of the Company and Boustead only and may not be disclosed by the Company to any person other than its attorneys, accountants and financial advisors, and only on a confidential basis in connection with a proposed Transaction, except where disclosure is required by law or is mutually consented to in writing by Boustead and the Company.

11.

Access to Information: In connection with Boustead’s activities on the Company’s behalf, the Company agrees that it will furnish Boustead with all information concerning the Company that Boustead reasonably deems appropriate and that the Company will provide Boustead with reasonable access to its officers, accountants, attorneys and other professional advisors. The Company represents that all information made available to Boustead will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. In rendering its services hereunder, Boustead will be utilizing and relying on the information without independent verification thereof or independent appraisal of any of the Company’s assets.

12.

Disclosure: During the Engagement Period and for sixty (60) days thereafter, the Company agrees not to issue any press releases or communications to the public relating to this engagement or any Transaction without Boustead’s prior approval or unless otherwise required by law, which will not be unreasonably withheld or delayed, and the Company agrees that such press release will state that the transaction and/or financing was arranged by Boustead, unless mutually agreed otherwise or unless otherwise required by law. The Company further agrees that Boustead may, at its own expense, publicize its services to the Company hereunder, including, without limitation, issuing press releases, placing advertisements and referring to the transaction or financing on Boustead’s website.

13.

Modification: This Agreement may not be modified or amended except in writing duly executed by the parties hereto.

14.

Notices: Any notices given hereunder shall be in writing and may be delivered by hand, e-mail, fax or first class mail to the following addresses (or at such other email, fax number or address as shall hereafter be specified by such party by like notice):

Waiver: Neither Boustead’s nor the Company’s failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall constitute or be considered a waiver by Boustead or the Company of any of their respective rights or privileges under this Agreement.

16.

Severability: If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

17.

Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one agreement binding on the parties hereto, notwithstanding that the parties are not signatory to the same counterpart. Each of the parties hereto shall sign a sufficient number of counterparts so that each party will receive a fully executed original of this Agreement.

Entire Agreement: This Agreement (together with the Schedules) constitutes the entire agreement between the Company and Boustead. No other agreements, cove-nants, representations or warranties, express or implied, oral or written, have been made by either party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein and shall be of no further force or effect.