Exhibit 10.5


 


 


 


February
20, 2018


 


STRICTLY
PRIVATE


AND
CONFIDENTIAL


 


Roy
Teng


Vice
President


c/o:
Mandelbaum Salsburg P.C.


1270
Avenue of the Americas, Suite 1808,


New
York, NY 10016


 


Dear
Mr. Teng


 


This
is to acknowledge and confirm the terms of our corporate finance representation agreement (the “Agreement”) as follows:


 


	1.	PBG
                                         Water Solutions International Inc., its subsidiaries and affiliates (the “Company”)
                                         hereby engages Rebus Capital Group, LLC (“Rebus”) and its affiliate, registered
                                         investment banking firm Pluris Capital Group, Inc. (“Pluris”), collectively
                                         (the “Bankers”), and the Bankers hereby agree to render services to the Company,
                                         as its exclusive corporate finance advisor and investment banker on the terms and for
                                         the services specified herein.



 


As
the Company’s exclusive corporate finance advisor and investment banker, Rebus will provide general financial advice to the Company,
including advice related to investor relations and entering the U.S. capital markets. Additionally, Rebus will provide the Company
with approximately 800 square feet of office space at 1501 Broadway, New York, NY, 15th floor, as well as related services
during the term of the Engagement Period, defined hereinafter. Pluris will undertake specific investment banking transactions
for the Company, which will be covered by separate agreements between the parties.


 


The
Company will ensure the accuracy of any information provided to the Bankers during the term of this Agreement and that it will
not contain any untrue statement of a material fact or omit to state a material fact required to make the information not misleading.
The Company will advise the Bankers immediately of the occurrence of any event or any other change known to the Company which
results in the information containing an untrue statement of a material fact or omitting to state a material fact required to
be stated or necessary to make the information not misleading.


 


	2.	The
                                         term of this engagement shall be for a period of five years (the “Engagement Period”)
                                         commencing with the execution of this Agreement by the Company (the “Effective
                                         Date”), subject to cancelation by six months written notice any time after the
                                         initial Engagement Period.



 


	3.	The
                                         Company will remit to Rebus a non-refundable quarterly payment, at the beginning of each
                                         quarter, in the amount of $30,000 USD, beginning on the beginning of the second quarter
                                         from the Effective Date through the Engagement Period of this Agreement. The fee for
                                         the first quarter shall be waived by Rebus.



 


Any
fees not paid when due will accrue interest to the extent permitted by applicable law, at a rate of 9% per year and the Company
will be responsible for all legal fees incurred by Pluris in collecting such fees.


 


	4.	Indemnification
                                         is incorporated by reference to Addendum I.



 


	5.	The
                                         benefits of this Agreement shall inure to the parties hereto and their respective successors
                                         and assigns, and the obligations and liabilities assumed in this Agreement shall be binding
                                         upon the parties hereto and their respective successors and assigns. Notwithstanding
                                         anything contained herein to the contrary, the Company shall not assign to an unaffiliated
                                         third party any of its rights or obligations hereunder without the express written consent
                                         of the Bankers.



 






     

     


    

 





Mr. Roy Teng


February 20, 2018


Page 2




 


	6.	Any
                                         dispute between the parties to this Agreement shall be settled by arbitration before
                                         the facilities of the Financial Industry Regulatory Authority (“FINRA”) in
                                         the City of New York and will be conducted pursuant to applicable federal laws, the laws
                                         of the State of New York, without regard to conflicts of laws, and the rules of the selected
                                         arbitral facility. The parties understand that the award of the arbitrators, or of a
                                         majority of them, will be final and that a judgment upon any award rendered may be entered
                                         in any court having jurisdiction.



 


	7.	All
                                         notices provided hereunder shall be given in writing and either delivered personally
                                         or by overnight courier service or sent by certified mail, return receipt requested,
                                         if to the Bankers, to 204 E. 3rd Street, Brooklyn, NY 11218 Attention: William
                                         J. McCluskey; and if to the Company, to 1501 Broadway, New York, NY 10036, Attention:
                                         Roy Teng .



 


	8.	The
                                         Company represents and warrants to the Bankers that Roy Teng is the Chief Executive Officer
                                         of the Company and is authorized on behalf of the Company to execute the Agreement, and
                                         the execution of this Agreement will not conflict with or breach the certificate or articles
                                         of incorporation or by-laws of the Company or any agreement to which the Company is a
                                         party.



 


	9.	The
                                         Agreement sets forth the entire understanding of the parties relating to the subject
                                         matter hereof, and supersedes and cancels any prior communications, understandings and
                                         agreements between the parties. This Agreement cannot be modified, or changed, nor can
                                         any of its provisions be waived, except by written agreement signed by all parties.



 


Please
confirm that the foregoing is in accordance with your understanding by signing and returning this letter to the Bankers and keeping
a duplicate for your files. This Agreement shall be effective after your acceptance below and its receipt by the Bankers at its
address set forth on this letter.


 


	REBUS CAPITAL GROUP, LLC and


PLURIS CAPITAL GROUP, INC.


	 
	 	 	 
	By:	/s/ William J. McCluskey	 
	 	William J. McCluskey	 
	 	Chairman and CEO	 


 


Accepted and agreed to as of


the ______ day of ____________, 2018.


 


	PBG Water Solutions International Inc.	 
	 	 	 
	By: 	/s/ Roy Teng	 
	 	Roy Teng	 
	 	Vice President	 





 






     

     


    

 


Mr. Roy Teng


February 20, 2018


Page 3







 


Addendum
I - Indemnification


 


The
Company shall:


 


	a.	Indemnify
                                         the Bankers, its affiliates and each of their respective officers, directors, employees
                                         and agents (collectively, the “Indemnified Parties”) and hold them harmless
                                         against any losses, claims, damages, expenses or liabilities to which the Indemnified
                                         Parties may become subject arising in any manner out of or in connection with the rendering
                                         of services by the Bankers hereunder unless it is finally judicially determined, without
                                         any further right to appeal, that such losses, claims, damages, expenses or liabilities
                                         resulted primarily from the gross negligence, bad faith or willful misconduct of the
                                         Bankers; and



 


	b.	Reimburse
                                         the Indemnified Parties for any legal or other expenses reasonably incurred by them in
                                         connection with investigating, preparing to defend or defending lawsuits, claims or other
                                         proceedings arising in any manner out of or in connection with the rendering of services
                                         by the Bankers hereunder; provided, however, that in the event a final judicial determination
                                         is made to the effect specified in subparagraph (a) above, the Indemnified Parties will
                                         remit to the Company any amount reimbursed under this paragraph (b).



 


The
Company agrees that the indemnification and reimbursement commitments set forth in this paragraph shall apply whether or not the
Indemnified Parties are a formal party of any such lawsuits, claims or other proceedings, that the Indemnified Parties are entitled
to retain separate counsel of their choice in connection with any of the matters to which such commitments relate and that such
commitments shall extend upon the terms set forth in this paragraph to any Indemnified Party.


 


Further,
the Company and the Bankers agree that if any indemnification or reimbursement sought by the Bankers of the Company is finally
judicially determined to be unavailable then, whether or not the Bankers is entitled to indemnification or reimbursement, the
Company and Bankers shall contribute to the losses, claims, damages, liabilities and expenses for which such indemnification is
held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand, and Bankers
on the other, in connection with the transaction to which such indemnification or reimbursement related, and other equitable considerations;
provided, however, that in no event shall the amount to be contributed by the Indemnified Parties exceed the amount of the fee
actually received by Bankers hereunder. The provisions hereof shall survive any termination of this Agreement.