105
    Madison
    Avenue, New
    York,
    NY, 10016
	 	Tel:
    212-929-5500	Fax:
    212-929-0308
	 	New
    York London
    Los Angeles
	 	Palo
    Alto Washington


 


June
30, 2017


 


Giggles
N’ Hugs


3222
Glendale
Galleria
Way




Glendale,
CA 91210


 


	Attention:	Joey
    Parsi
	 	Chief
    Executive
    Officer


 


Gentlemen:


 


This
is to confirm
our agreement
(the “Agreement”)
that
effective
as of the
date
hereof
MacKenzie
Partners,
Inc.
(“MacKenzie
Partners”)
has been
engaged
by Giggles N’ Hugs
(the “Client”)
for Information
Agent
services
in connection
with
its proposed
subscription
rights
offering
(the
“Assignment”).
MacKenzie
will
perform
customary
services
for the
Client
as information
agent,
including:
providing
strategic
advice
regarding
the overall
subscription
rights
offer campaign;
reviewing
the subscription
rights
offer
materials;
reserving
and placing
any advertisement
(as needed)
to publicize
the rights
offer; coordination
with
the financial
printer
on the printing,
delivery
and distribution
of the
subscription
rights
offer materials,
providing
feedback
and analysis
on the progress
of the rights
offer;
recommending
and reviewing
various
strategies
throughout
the campaign;providing
information
to shareholders
regarding
the subscription
rights
offering
and, providing
such other
services
as may
be requested
from time-to-time
by the Client
(collectively
the “Services”).


 


The
Assignment
shall
continue
until
the expiration,
termination
or cancellation
of the Assignment
by the Client
or as agreed
by the Parties.
In consideration
of the Services
and the
other consideration
to be provided
hereunder,
the sufficiency
of which
is expressly
acknowledged,
the Parties
agree
as follows:


 


	 	1.	The
                                         Client
                                         shall
                                         pay
                                         a fee of
                                         $10,000; such
                                         fee will
                                         be paid
                                         within
                                         30 days
                                         of the conclusion
                                         of the
                                         Assignment.
                                         As an
                                         incentive
                                         fee the
                                         client
                                         agrees
                                         to pay
                                         an additional
                                         $5,000
                                         if participation
                                         levels
                                         are 75%
                                         of targeted
                                         participation
                                         and
                                         $7,500.if
                                         participation
                                         levels
                                         are
                                         100% of
                                         targeted
                                         participation.




	 	 	 
	 	2.
    	The
    Client
    shall
    pay MacKenzie
    Partners’
    reasonable
    expenses
    in connection
    with the
    Services
    and, if
    applicable
    which
    shall
    include,
    but not
    be limited
    to charges
    and costs
    relating
    to: inbound
    and outbound
    telephone
    campaign;
    copying
    and printing;
    financial
    advertising;
    electronic
    news distribution;
    wire-service
    access;
    data
    processing;
    and mailing,
    courier
    and other
    delivery
    charges.


 




    	 



     


    

 


Giggles
N’ Hugs


June
30, 2017


Page
2


 


	 	3.
    	The
    Client represents
    and warrants
    that all information and
    data that
    it provides to MacKenzie
    Partners
    in connection
    with the Assignment, whether
    in oral, written
    or other form (the “Provided
    Information”),
    will be true, accurate
    and complete
    in all material
    respects to the best
    of the Client’s
    knowledge.
    The Client
    further agrees
    that, in connection
    with the provision of the Services,
    MacKenzie
    Partners
    is entitled
    to rely upon the Provided
    Information,
    as well as
    any other information
    or data received
    in connection
    with the Assignment from third-party
    advisors and consultants
    to the Client, as
    being true, accurate
    and complete
    in all material
    respects. The Client
    agrees
    to review carefully
    all materials,
    if any, prepared
    for it by MacKenzie
    Partners in connection
    with the Services
    and to promptly
    advise MacKenzie
    Partners
    if, in the Client’s
    reasonable
    opinion, any of
    the materials
    are materially
    false, inaccurate
    or incomplete.
	 	 	 
	 	4.
    	MacKenzie
    Partners
    will hold in confidence
    and will not use or disclose to third
    parties any
    of the Provided Information
    other than Provided Information
    that was public
    at the time the Client
    provided it to MacKenzie
    Partners
    or Provided
    Information
    that thereafter
    becomes public
    through no disclosure by MacKenzie
    Partners.
    Notwithstanding the foregoing, MacKenzie
    Partners shall
    be entitled
    to disclose any and
    all of the Provided
    Information
    in response to any
    subpoena,
    demand for documents
    or other request for information
    made by any
    plaintiff in any
    legal
    action or proceeding
    and/or by any
    government
    agency
    in connection
    with any inquiry
    or investigation
    (collectively,
    an “Information
    Demand”).
    MacKenzie
    Partners
    shall use reasonable
    efforts
    to notify the Client
    of its receipt
    of an Information
    Demand prior
    to producing the Provided
    Information
    in response
    thereto.
	 	 	 
	 	5.
    	The
    Client shall indemnify
    and hold MacKenzie
    Partners
    and all of its
    directors, officers,
    employees
    and agents
    harmless against
    all claims,
    expenses,
    losses, damages,
    liabilities
    and/or judgments of any
    kind whatsoever that arise
    out of or relate to the Assignment
    or the Services
    (collectively,
    the “Losses”),
    except
    for any Losses
    that are held in a final
    judicial decision
    by a court of competent
    jurisdiction
    from which
    no right of appeal
    exists
    to have resulted
    from willful misconduct
    or bad faith
    on the part of MacKenzie
    Partners.
    MacKenzie
    Partners
    shall not be liable
    to the Client or any
    director, officer,
    employee,
    agent, parent,
    subsidiary,
    affiliate,
    predecessor
    or successor thereof
    for any
    amount in excess
    of the fees paid
    by the Client
    to MacKenzie
    Partners
    pursuant to this
    Agreement.
    Neither
    party shall
    be liable to the other or any
    director, officer,
    employee,
    agent,
    parent,
    subsidiary,
    affiliate,
    predecessor
    or successor
    thereof for any
    consequential,
    special, incidental,
    punitive or exemplary
    damages
    of any type
    whatsoever
    in connection
    with this Agreement. The
    provisions of this
    Paragraph
    5 shall survive indefinitely the completion
    or termination
    of the Services
    or the Assignment.


 




    	 



     


    

 


Giggles
N’ Hugs


June
30, 2017


Page
3


 


	 	6.
    	MacKenzie
    Partners
    shall have the right,
    in its sole discretion,
    to retain its
    own legal
    counsel
    to represent
    its interests
    in connection
    with any claim,
    lawsuit, investigation,
    administrative
    proceeding,
    subpoena or other request
    for documents
    or testimony, or any
    other legal
    action or proceeding
    arising out of or relating
    in any way
    to the Assignment
    or the Services
    (collectively,
    the “Legal
    Proceedings”).
    The Client shall pay
    to MacKenzie
    Partners
    the reasonable
    attorneys’
    fees and costs
    incurred by
    MacKenzie
    Partners
    in connection
    with all Legal
    Proceedings
    commenced
    by any
    entity
    or individual. MacKenzie
    Partners
    shall also have the option,
    in its sole discretion,
    to permit the Client’s
    legal
    counsel
    to assume the
    representation
    of MacKenzie
    Partners
    in any of
    the Legal
    Proceedings,
    provided that neither
    MacKenzie
    Partners
    nor the Client concludes
    that an actual or potential conflict
    of interest
    would be created
    by such representation.
    The provisions of this Paragraph
    6 shall survive indefinitely
    the completion
    or termination
    of the Services.
	 	 	 
	 	7.
    	This
    Agreement
    shall be governed
    by and construed
    in accordance
    with the laws of the State of New
    York, without regard
    to any applicable
    conflict-of-laws
    or choice-of-law
    rules or principles.
	 	 	 
	 	8.	In
    the unlikely
    event of a dispute arising
    under or relating
    in any way
    whatsoever to this
    Agreement, the Assignment
    or the Services (the “Dispute”),
    the Parties agree
    to abide by
    the following three-stage
    process (the “Dispute-Resolution
    Mechanism”):
    First, the Client
    and MacKenzie
    Partners
    shall endeavor
    in good faith
    to resolve the Dispute
    through direct discussions. Second,
    if the discussions referenced
    in the immediately
    preceding
    sentence
    do not yield a resolution
    of the Dispute after
    sixty (60) days
    or any extended
    period agreed
    to by the Parties,
    the Parties shall submit the Dispute
    to a private and confidential
    mediation process
    to be conducted by
    a single mediator
    agreed
    upon by the Parties.
    Third, if the Dispute is not resolved at
    the conclusion
    of the mediation process
    referenced
    in the immediately
    preceding
    sentence,
    either
    of the Parties may,
    within sixty (60)
    days after
    the conclusion
    of said mediation
    process, commence
    a private and
    confidential
    arbitration
    proceeding,
    to be held in New
    York County,
    New York,
    in accordance
    with the American Arbitration
    Association Commercial
    Arbitration
    Rules then in effect (the “Arbitration
    Proceeding”).
    The Dispute-Resolution
    Mechanism described
    herein
    is the exclusive
    mechanism for resolving
    a Dispute. The provisions
    of this Paragraph
    8 shall survive indefinitely
    the completion
    or termination of the Services.
	 	 	 
	 	9.
    	This
    Agreement
    may be executed
    in counterparts.
    Electronically-transmitted
    signatures
    shall be deemed to be
    original signatures
    that bind the Parties
    to all of the terms of this
    Agreement.
    The executed
    signature
    pages,
    along with
    the remainder of this
    Agreement,
    shall constitute a single
    binding Agreement.
    This Agreement
    shall not bind the Client
    until it has been
    executed
    by the Client
    and shall not bind MacKenzie
    Partners
    until it has been
    executed
    by MacKenzie
    Partners.


 




    	 



     


    

 


Giggles
N’ Hugs


June
30, 2017


Page
4


 


	 	10.	This
Agreement
contains
the entire agreement
and understanding
of the Parties concerning
the Assignment and the
Services
and supersedes
and renders
null and void all
prior drafts, negotiations,
proposals and
agreements,
whether
oral or written,
between the Parties.
This Agreement may not be
modified, amended
or waived, in whole or in part,
except
in a writing executed
by the Client
and MacKenzie
Partners
in accordance
with the procedures
set forth in Paragraph
9, above.


 


	


Sincerely,


	 	Agreed to as of the date first written above.
	 	 	 	 	 
	MacKenzie Partners, Inc.	 	Giggles N’ Hugs
	 	 	 	 	 
	By:	 	 	By:	 
		Jeanne
    M. Carr	 		Joey
    Parsi
		Managing
    Director	 		Chief
    Financial
    Officer