Exhibit
10.5


 





 





Delaney
Equity Group, LLC


 


FINRA
/ SIPC MEMBER


 


November
2, 2015


 


Dr.
Michael Dent CEO


HealthLynked
Corporation


1726 Medical Blvd. Suite101


Naples,
Florida 34110 United States


Phone:
800-123-1234


Website:
http://www.healthlynked.com


 


Re:
Advisor Consulting, Banking Agreement


 


Dear
Michael,


 


This
Advisor Consulting Agreement (this "Agreement") will confirm that, HealthLynked Corporation engages Delaney
Equity Group, LLC. ("Delaney"), 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; Delaney hereby agrees to provide such Services on a
commercially reasonable best effort basis to the Company in accordance with such terms and conditions. Delaney 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 Delaney if the Accredited Investor was first introduced to the Company directly
                                         by Delaney, its agents or employees, (a "Delaney Referred Investor"). Delaney
                                         agrees to designate, in writing, conference call, or by email a Delaney 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."



 


2401
PGA Blvd. Suite 110 Palm Beach Gardens, Florida 33410     Ph: 561-202-6004 Fax: 561-828-0932


 






    	 		 



     


    

 


		3.	Nothing
                                         contained in this Agreement shall be construed as an offer by Delaney or any of its affiliates
                                         to extend credit. In addition, Delaney 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 Delaney is contacted by the company in writing at least 60
                                         days prior or until delivery of 30 days written notice by the Company to Delaney 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 Delaney 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 Delaney 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. Delaney 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 Delaney 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 Delaney as follows:



 


Upon
the execution of this Agreement, the Company will pay to Delaney 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. Delaney agrees to share this due diligence
with Delaney referred investors should the information be requested and the distribution of the information meet with Delaney's
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 Delaney Referred Investor, the Company shall pay fees to Delaney 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 Delaney warrants (the "Financing
Warrants") Delaney 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 Delaney by the Company at closing. The Company shall cause the financing warrants to be issued to Delaney within thirty days
of closing of a financing.




 


	 	ii.	Non-accountable expense equal one percent (1.0%) of
the aggregate consideration in equity capital.




 


2401
PGA Blvd. Suite 110 Palm Beach Gardens, Florida 33410     Ph: 561-202-6004 Fax: 561-828-0932


 






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		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 Delaney 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 Delaney 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 Delaney 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 Delaney the company total fees will not
                                         exceed the above. Delaney may assign any or all of its rights to affiliates.



 


		v.	As
                                         a Banker/Advisor Delaney 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.
                                         Delaney 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 Delaney only advise and or reviews documents, etc. Delaney 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.
                                         Delaney 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 Delaney will receive $1000
                                         a month starting December 1, 2015. In the event Delaney 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 Delaney Referred Investor or Group then the
                                         Company shall pay to Delaney all fees and expenses provided hereunder.



 


		b.	Fees
                                         and expenses due Delaney hereunder shall be earned and paid out of the funds received
                                         at the closing of any Financing. It is understood that in the event Delaney brings in
                                         another Investment Bank and or advisor to assist in a deal Delaney will be responsible
                                         for any fees not the company.



 


		c.	Delaney
                                         and/or its affiliates may be a Delaney Referred Investor in any Financing. 



 


2401
PGA Blvd. Suite 110 Palm Beach Gardens, Florida 33410     Ph: 561-202-6004 Fax: 561-828-0932


 






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	 	d.	During
    the Term of this Agreement and subject to the Company's prior written approval which may not be reasonably withheld, Delaney
    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 Delaney. Delaney may a assign any and all right to affiliates.




 


Any
communications specifically required hereunder to be in writing, if sent to Delaney, will be sent by overnight courier providing
a receipt of delivery or by certified or registered mail to it at Delaney Equity Group, LLC, 2401 PGA Blvd. Suite 110 Palm Beach
Gardens, Fl. 33410 ATTN: John Calabria 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 Dr. Michael Dent CEO HealthLynked Corporation 1726 Medical Blvd.
Suite101 Naples, Florida 34110 United States Phone: 800-123-1234 www.healthlynked.com


 


If
this letter correctly sets forth the entire understanding between Delaney 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,
	 	 
	 	Delaney
    Equity Group, LLC.
	 	 
	 	/s/
    John Calabria
	 	John
    Calabria             Banking Group


 


Accepted
and agreed as of the date first above written:


 


	HealthLynked
                                         Corporation
	 
	 	 
	/s/
    Michael Dent	 
	Dr.
    Michael Dent             President, CEO	 


 


2401
PGA Blvd. Suite 110 Palm Beach Gardens, Florida 33410     Ph: 561-202-6004 Fax: 561-828-0932


 


 


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