Exhibit
10.1


 





 


INVESTMENT
BANKING ENGAGEMENT AGREEMENT


 


February
29, 2016


 


Vaughan
P. Dugan


Randy
Romano


PF
Hospitality Group, Inc.


399
NW 2nd Avenue


Suite
216


Boca
Raton, FL 33432


 


Dear
Sirs:


 


Newbridge
Securities Corporation (“Newbridge”) is pleased to provide investment banking and financial advisory services to PF
Hospitality Group, Inc., a Nevada corporation, (the “Company) with respect to identifying, analyzing, structuring, negotiating
and consummating one or several Transactions or Financings (as defined in Section 16 below) which are introduced to the company
by Newbridge on the terms and conditions in this letter agreement (the “Agreement”).


 


1.Engagement;
Nature of Services.


 


(a)The
Company engages Newbridge as the Company’s exclusive financial advisor to render such financial and other advice as an investment
banker, as the Company may reasonably request and Newbridge deems necessary or appropriate in connection with a the Company’s
Strategic Business Plan, Transaction or Financing. The decision to consummate a Transaction or Financing shall be in the Company’s
sole and absolute discretion.


 


(b)Newbridge
shall render such other investment banking or financial advisory services as may from time to time be agreed upon by Newbridge
and the Company (e.g., fairness opinions, business plans). The fees payable for any such other services shall be customary investment
banking or financial advisory fees to be mutually agreed upon based upon the nature and type of the services to be rendered.


 


(c)Newbridge
shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services
contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax,
accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this
Agreement.


 




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2.
Information.




 


The
Company will furnish, and will request the other parties to a Transaction to furnish, to Newbridge such information as Newbridge
reasonably requests in connection with performing its services. In performing its services, Newbridge will use and rely upon the
information furnished by the Company and the other parties to a Transaction as well as publicly available information regarding
the Company and the other parties to a Transaction. Accordingly, Newbridge shall be entitled to assume and rely upon the accuracy
and completeness of all such information and is not required to independently verify any information, whether publicly available
or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections
made available to Newbridge by the Company or the other parties to a Transaction, Newbridge may assume that the forecasts and
projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management
of the Company or the other parties to a Transaction. If, in Newbridge’s opinion after completing its due diligence process,
the condition or prospects of the Company, financial or otherwise, are not substantially as represented or do not fulfill Newbridge’s
expectations, Newbridge shall have the sole discretion to determine whether to continue to participate in any proposed Financing
or Transaction.


 


3.
Fees.




 


For
the services to be rendered by Newbridge, the Company shall pay to Newbridge a Retainer Fee, a Continuing Retainer Fee, Transaction
Fees, Financing Fees and Financing and Transactions Warrants, as set forth below.


 


(a)Retainer
Fee and Continuing Retainer Fee: Upon execution of this Agreement, the Company shall pay to Newbridge an advance fee (“Retainer
Fee”) in an amount equal to 600,000 restricted common shares of the Company. The Retainer Fee shall be non-refundable and
shall not exceed 600,000 restricted common shares, in total.


 


(b)Transaction
Fees: At the closing of a Transaction introduced to the Company by Newbridge, the Company shall pay to Newbridge at the closing
of a Transaction introduced to the Company by Newbridge a fee (each a “Transaction Fee”) in immediately available
funds or in registered Company securities, as the case may be, equal to the applicable percentage as described herein below of,
and in the same proportion and form of, the “Aggregate Consideration” (as defined in Section 16) exchanged or received
in connection with such Transaction. However, to the extent all or part of a Transaction Fee due to Newbridge results from consideration
that is contingent upon the occurrence of some future event (e.g., an earnout or the realization of sales or earnings projections),
the part of the Transaction Fee related to the contingent consideration shall be payable at the earlier of: (i) the receipt of
such consideration, or (ii) when the amount of consideration can be determined. If, in connection with a Transaction that is not
completed, the Company receives a break-up fee, topping fee or other termination fee (collectively, a “Termination Fee”),
the Company will pay Newbridge a fee equal to 25% of the Termination Fee when the Termination Fee is received by the Company.


 


Applicable
Percentage:


 


		(a)	10.0%
                                         of the Aggregate Consideration of any Transaction.



 


For
example, if the Aggregate consideration is comprised solely of $8 Million representing 2.5 million shares of Company registered
securities, then Newbridge shall be paid by the Company an amount equal to 10% of the total registered Company securities representing
such $8 Million in Aggregate Consideration, or 250,000 shares of Company registered securities.)


 




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(b)
Financing Fees:


 


At
each closing under each Financing introduced to the Company by Newbridge, the Company shall pay to Newbridge a fee (each
a “Financing Fee”) in immediately available funds equal to the sum of:


 


	 	i.	four
    percent (4.0%) of all debt funds raised; plus 
	 	 	 
	 	ii.	eight
    percent 8.0% of all equity funds raised in the public or private markets.


 


For
calculating any Financing Fee, convertible securities shall be treated as equity. The Financing Fee shall be calculated on the
gross total credit facility before any deductions, including fees, deposits, transaction expenses, reserves, insurance or other
amounts withheld or paid by the financing source. If the funds raised by the Company in a Financing are to be received in whole
or in part in installments, the installments shall be valued on a discounted present value basis using a discount rate of eight
percent (8%) annually. To the extent these future payments are not currently ascertainable or relate to the exercise of options,
warrants or similar securities, the part of the Financing Fee relating to them shall be payable at the earlier of (i) the receipt
of the contingent payments, or (ii) when the amount of the contingent payments can be determined.


 


		(c)	Financing
                                         and Transaction Warrants:



 


Additionally,
at the closing of a Transaction or a Financing, the Company shall issue to Newbridge warrants (the “Transaction and Financing
Warrants”) to purchase the number of shares of the common stock of the Company equal to the sum of:


 


	 	i.	four
    percent (4.0%) of the aggregate number of shares issued to a debt lender, as if the aggregate debt was an equity financing;
    plus
	 	 	 
	 	ii.	eight
    percent (8.0%) of the aggregate number of fully diluted shares of common stock as shall have been purchased by the financing
    sources, plus
	 	 	 
	 	iii.	eight
    percent (8.0%) of the total number of underlying shares of common stock into which any convertible securities that shall have
    been purchased by financing sources may be converted (after giving effect to any increase in shares under a ratchet or similar
    provision that results in the later increase of the number of shares initially purchased). 


 


The
Transaction and Financing Warrants shall be exercisable for five (5) years from the date of issuance on the same terms and conditions
applicable to, and with an exercise price per share equal to the effective per share price paid by, financing sources for a share
of common stock of the Company. The terms of the Transaction Financing Warrants shall be set forth in an agreement (the “Transaction
and Financing Warrant Agreement”). The Transaction and Financing Warrant Agreement shall contain customary terms, including
provisions for “cashless” exercise, change of control, price based anti-dilution, and customary demand or piggyback
registration rights, and that shall otherwise be in form and substance reasonably satisfactory to the Company and Newbridge.


 


4.Expenses:


 


In
addition to any fees, disbursements and expenses customarily incurred by an underwriter during the registration process incurred
by us, that may be payable to Newbridge and regardless of whether any Transaction or Financing is proposed or closed, upon prior
written approval by the Company. the Company agrees, from time to time upon written request, to reimburse Newbridge for:
(a) all reasonable fees and disbursements of its legal counsel (such legal expenses are to be mutually determined, capped and
agreed upon based on the offering structure), (b) all reasonable travel and related expenses arising out of this engagement including,
without limitation, our due diligence ( including travel expenses incurred in connection with due diligence), road show and (c)
all other reasonable out-of-pocket expenses incurred in connection with any actual or proposed Transaction or Financing or otherwise
arising out of this agreement. The Company shall reimburse Newbridge for all such prior approved expenses due to it within 15
days of written receipt.


 




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5.Scope
of Responsibility.


 


Newbridge
shall not be liable to the Company, or to any other person claiming through the Company, for any claim, loss, damage, liability,
or expense suffered by the Company or any such other person arising out of or related to Newbridge’s engagement except for
any claim, loss, damage, liability or expense that arises out of, or is based upon, any action or failure to act by Newbridge
that constitutes bad faith, willful misconduct or gross negligence.


 


6.Indemnification;
Contribution.


 


(a)The
Company agrees to indemnify and hold harmless Newbridge and its officers, directors, shareholders, employees, affiliates, agents
and each person who controls Newbridge (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933,
as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the
fullest extent lawful, against any and all claims, losses, damages, liabilities, and expenses (including all fees and disbursements
of counsel and other expenses reasonably incurred in connection with the investigation of, preparation for and defense of any
pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which an Indemnified Person may become
subject) (collectively, “Damages”) incurred that arise out of or are related to any actual or proposed Transaction
or Financing or Newbridge ’s engagement under this Agreement. However, this indemnification shall not include any Damages
that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct
or gross negligence of Newbridge.


 


(b)If
the indemnity above is unavailable or insufficient to hold harmless an Indemnified Person, then the Company shall contribute to
amounts paid or payable by an Indemnified Person for Damages in such proportion as appropriately reflects the relative benefits
received by the Company on the one hand and Newbridge on the other. If applicable law does not permit allocation solely on the
basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits
and relative fault of the parties and other relevant equitable considerations. However, in no event shall Newbridge’s aggregate
contributions for Damages exceed the amount of fees actually received by Newbridge under this Agreement. The relative benefits
to the Company and Newbridge of a Transaction or Financing shall be deemed to be in the same proportion that the total value paid
or received or contemplated to be paid or received by the Company or its security holders in connection with the Transaction or
Financing bears to the fees paid to Newbridge for the Transaction or Financing.


 


(c)Promptly
after receipt by Newbridge of notice of any claim or the commencement of any action for which an Indemnified Person may be entitled
to indemnity, Newbridge shall promptly notify the Company of such claim or the commencement of such against the Indemnified Person
that would give rise to indemnification. However, any delay or failure to notify the Company will not relieve the Company of its
indemnity obligation except to the extent it is materially prejudiced by such delay or failure. The Company may participate in
the defense of the claim and shall assume the defense of the claim and shall pay as incurred the fees and disbursements of counsel
for the proceeding. In any proceeding where the Company declines to assume the defense or the Company’s counsel is deemed
to have a conflict of interest, the Indemnified Person shall have the right to retain its own counsel which shall be reasonably
satisfactory to Newbridge. The Company shall pay the fees and expenses of such counsel as incurred. However, the Company shall
not be responsible for the fees and expenses of more than one counsel (other than counsel of record) for all Indemnified Persons.


 




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(d)The
Company will not enter into any waiver, release or settlement for any threatened or pending claim, action, proceeding or investigation
or settle any related litigation for which indemnification may be sought under this Agreement (whether or not Indemnified Persons
are a formal party to the litigation), unless the waiver, release or settlement includes an unconditional release of each Indemnified
Person from any and all liability arising out of the threatened or pending claim, action, proceeding, investigation or litigation.


 


7.Term;
Termination of Engagement.


 


The
term of this engagement shall be for twelve (12) months from the date of this Agreement. But if at the end of such period negotiations
or discussions are in progress for a Transaction or Financing, then the term of this engagement shall be automatically extended
on a month-to-month basis until all negotiations or discussions cease. Nevertheless, Newbridge’s engagement may be terminated
by either the Company or Newbridge at any time upon written notice to that effect to the other party. Upon expiration or termination
of this Agreement, Newbridge shall provide the Company with a written list of parties with whom it has had discussions in connection
with any proposed Transaction or Financing. After this Agreement expires or if the Company terminates this Agreement without Cause
(as defined below), Newbridge shall be paid its full fee under Section 3 if (a) at any time within twelve (12) months after termination
of this Agreement, a Transaction or Financing is consummated with a party identified to the Company by Newbridge on the list,
or (b) the Company enters into an agreement during the term of this Agreement or during the following 12 months contemplating
a Transaction or Financing and the Transaction or Financing is ultimately consummated with a party identified on the list. “Cause”
means a material breach of this Agreement by Newbridge, which breach shall not have been cured within a reasonable period following
written notice of the breach to Newbridge by the Company.


 


The
provisions of this Section 7 and of Sections 4, 5 and 6 of this Agreement shall survive termination.


 


8.Representations
and Warranties; Covenants.


 


The
Company represents, warrants and covenants as follows:


 


(a)All
information provided by the Company will be accurate and complete 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.


 


(b)During
the term of this Agreement, the Company will (a) promptly notify Newbridge of any material development in the operations, financial
condition or prospects of the Company or its assets, whether or not in the ordinary course of business, (b) provide copies of
its annual reports and other financial reports at the earliest time the Company makes them available to others, and (c) provide
such other information concerning the business and financial condition of the Company and its assets as Newbridge may from time
to time reasonably request.


 


(c)The
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement
have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant
to, any contract, indenture, mortgage, loan agreement, note lease or other instrument to which the Company is bound, or to which
any property or assets of the Company are subject.


 




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9.Reliance
on Others. The Company confirms that it will rely on its own counsel and accountants for legal, tax and accounting advice.


 


10.No
Rights in Shareholders, etc. Newbridge has been engaged only by the Company, and this engagement is not deemed to be on behalf
of and is not intended to confer rights upon any shareholder, partner or other owner of the Company or any other person not a
party to this Agreement as against Newbridge. Unless otherwise expressly agreed, no one other than the Company is authorized to
rely upon this engagement of Newbridge or to rely upon any statements, advice, opinions or conduct by Newbridge.


 


11.Independent
Contractor; No Fiduciary Duty; Non-Exclusive Services: Newbridge’s role is that of an independent contractor and nothing
in this Agreement is intended to create or shall be construed as creating a fiduciary relationship between the Company and Newbridge.
Newbridge and its affiliates provide financial advisory services, investment banking services, and consulting advice to others.
Nothing in this Agreement shall limit or restrict Newbridge in providing services to others, except as such services may relate
to matters concerning the Company’s business and properties.


 


12.Public
Disclosure: The Company agrees to distribute at its expense any pre-approved press release via Businesswire National Circuit
or a similar news service concerning the Company and its business, as Newbridge may reasonably request.


 


13.Advertising.
Newbridge may, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic
versions) describing its services to the Company and (b) use the Company’s corporate logo in such advertising or related
promotional materials (including electronic versions) concerning Newbridge’s services to the Company. If requested by Newbridge,
the Company shall include a mutually acceptable reference to Newbridge in any press release or other public announcement made
by the Company regarding a Transaction or Financing.


 


14.Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in all respects under the laws of the State of Florida,
without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation
arising out of this Agreement or any of the matters contemplated in this Agreement is waived by the Company and the Placement
Agent. The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and state courts located
in Palm Beach County, Florida, for any dispute related to this Agreement or any of the matters contemplated hereby; consent to
service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law;
and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.


 


15.Miscellaneous.
Nothing in this Agreement is intended to obligate Newbridge to provide any services other than as set forth above. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but which together shall be considered a single instrument.
This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings (both
written and oral) of the parties with respect to the subject matter of this Agreement. This Agreement cannot be amended or otherwise
modified except in writing signed by the parties. The provisions of this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company and Newbridge.


 




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16.Definitions:


 


(a)“Aggregate
Consideration” shall mean the total consideration (i.e., stock, cash, assets and all other property (real or personal,
tangible or intangible) plus any debt assumed), that is exchanged or received, or to be exchanged or received directly or indirectly
by the Company or any of its security holders or subsidiaries or affiliates in connection with a Transaction, including any amounts
paid or received, or to be paid or received under any employment agreement (to the extent the amounts in the employment agreement
exceed reasonable and customary compensation for actual services to be rendered), consulting agreement, covenant not to compete,
earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with
a Transaction. Consideration paid or to be paid other than in cash shall be valued at fair market value, except that liabilities
assumed and notes issued will be valued at their face amount. The fair market value of consideration paid in securities for which
there is a recognized trading market shall be based on the closing “offer” price of the securities on the day immediately
preceding the closing of the Transaction and shall be computed as if the securities were freely tradable.


 


If
the value of any portion of the consideration is not readily determinable as of the applicable closing, then the Company and Newbridge
will determine a dollar equivalent by agreement before such closing based on the fair value as defined under US GAAP. Similarly,
any amounts to be paid contingent upon future events shall be estimated on the same basis in a manner mutually agreeable to the
Company and Newbridge, and that all amounts shall be deemed eligible and paid when the amount is payable or when the amount is
released from escrow.


 


(b)“Financing”
shall mean any debt financing or equity investment in the Company in which funds are received or to be received by the Company,
including any lease financing, vendor financing, and government sponsored financing or any similar transaction or combination
of transactions. The amount of funds raised under a Financing shall be deemed to include the total value of “securities”
sold directly or indirectly, in connection with the Financing, including any proceeds received by the Company upon the exercise
of any options, warrants or similar securities, any amounts paid into escrow, and any amounts payable in the future whether or
not subject to a contingency.


 


(c)“Transaction”
shall mean any business combination through purchase, sale, merger, joint venture or otherwise in one or more transactions through
the purchase of an organization’s equity, debt securities or assets, or by means of a merger, consolidation, reorganization,
spin-off, joint venture, partnership, tender offer, exchange offer, purchase, lease, franchising arrangement, licensing arrangement,
royalty arrangement, strategic alliance, or any other similar transaction, regardless of form.


 


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If
the foregoing correctly sets forth the understanding between NSC and the Company, please so indicate in the space provided below
for that purpose within five (5) business days of the date hereof or this Agreement shall be withdrawn and become null and void.
The undersigned parties hereto have caused this Agreement to be duly executed by their authorized representatives, pursuant to
corporate board approval and intend to be legally bound.


 


	Sincerely,	 
	 	 	 
	Newbridge Securities Corporation	 
	 	 	 
	By:	/s/
    Bruce Jordan 	 
	 	Bruce
    Jordan	 
	 	Managing
    Director – Investment Banking	 


 


	ACCEPTED AND AGREED:	 
	 	 	 
	PF Hospitality Group, Inc. 	 
	 	 	 
	By:
    	/s/
    Randy Romano	 
	Name:
    	Randy
    Romano	 
	Title:
    	President	 


 




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