Exhibit 10.33


 





AMENDMENT NO. 2 TO TERM SHEET


 


This Amendment No. 2 (the "Amendment")
dated November 17, 2014, to that certain term sheet (the "Term Sheet"), dated August 15, 2012, between TRIG Acquisition
1, Inc. (“Trig”) and Grilled Cheese Inc. (“GCT”, together with Trig, the “Company”) and Wesley
K. Clark & Associates, LLC (the "Clark Group"), as amended by Amendment No. 2 to the Agreement, dated September 6,
2013 (“Amendment No. 1, together with the Term Sheet, collectively, the “Agreement”).


 


WHEREAS, as of the date of this Amendment, the Share Exchange
transaction was completed whereby Trig acquired 100% of the common stock of GCT and the Company subsequently changed its name to
The Grilled Cheese Truck, Inc.


 


By mutual agreement of the parties, the Company and the Clark
Group hereby agree to amend the Agreement, effective on the date hereof, as follows:


 


1.The Provision “Term” of the Agreement is hereby
deleted in its entirety and replaced with the following:


 


“Term:


 


The term of this Agreement shall expire on December 31, 2015,
provided, however, the Agreement may be renewed for additional one-year periods by the parties on a negotiated basis.”


 


2.The Provision “Compensation” of the Agreement
is hereby deleted in its entirety and replaced with the following:


 


“Compensation:


 


Commencing on the date of this Term Sheet and prior to the completion
of the Share Exchange and Offering, the Clark Group shall receive a monthly consulting fee of $10,000 per month.


 


On Commencement Date, the Clark Group will be paid $240,000
per year in cash in twelve equal installments, payable on the first date of each month in the amount of $20,000.


 


As additional inducement to the Clark Group for providing the
services referred to herein, as of the date of this Amendment, the Company shall issue to the Clark Group a warrant to purchase
from the Company up to 500,000 warrants (the “Warrants”) of the Company’s common stock, with an exercise price
of $1.00 per share. The Warrants shall vest immediately upon issuance, shall be exercisable through December 31, 2016 and shall
contain customary piggyback registration rights.”


 


3.          NO
OTHER AMENDMENTS; GOVERNING LAW; COUNTERPARTS. Except as specifically set forth in this Amendment, there are no other amendments
to the Agreement and the Agreement shall remain unmodified and in full force and effect. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of New York. This Amendment may be executed in one or more counterparts.
In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such signature page were an original thereof.


 


IN WITNESS WHEREOF, the parties have executed
this Amendment to the Agreement as of the sate first set forth above.


 


	THE COMPANY:	 
	 	 
	The Grilled Cheese Truck, Inc.	 
	 	 
	By:	 /s/ Peter Goldstein	 
	Name:   Peter Goldstein	 
	Title	 
	 	 
	 	 
	CLARK GROUP:	 
	 	 
	Wesley K. Clark & Associates, LLC	 
	 	 
	By:	 /s/ Wesley Clark	 
	Name:   Wesley Clark 	 
	Title: