Exhibit 10.7


 


	
        Veyo.

        A merchant banking and advisory firm.
	Veyo Partners

                                                                                +1 646-600-8182 (office)

                                                                                +1 646-781-7514 (fax) veyopartners.com
	
        New York City

        32 West 39th
        Street, 4th Floor New York, NY 10018

         

        Salt Lake City

        307 W 200 S, Suite 5002 Salt
        Lake City, UT 84101



 

	
        November 6, 2017

         

        Focus Universal Inc.

        Attn: Desheng Wang

        20511
        East Walnut Drive North

        Walnut, CA 91789

        
	
        Los Angeles

        3110 Main
        St, The Annex Santa Monica, CA 90405



 


Re: Advisory Agreement


 


Dear Mr. Wang:


 


THIS ADVISORY AGREEMENT (this “Agreement”)
is made as of this 6th day of November, 2017, by and between Focus Universal Inc., a Nevada corporation (the "Company"),
with address 20511 East Walnut Drive North, Walnut, CA 91789, and Veyo Partners LLC, a Delaware limited liability company
(the "Consultant"), with address 32 West 39th Street, 4th Floor, New York, NY 10018.


 


WHEREAS, (A) the Company
desires to retain the Consultant to provide certain consulting services, and (B) the Consultant desires to provide certain consulting
services to the Company in accordance with the terms and conditions contained hereinafter.


 


NOW, THEREFORE, in consideration
of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.             CONSULTING SERVICES. During the term of this Agreement, the Consultant is hereby retained by the Company to provide financial consulting
services to the Company on a non-exclusive basis, as said services relate to corporate finance matters, including, without limitation,
advice regarding business development, fundraising, investor relations, acquisitions, consolidations, mergers, joint ventures and
other financial strategies. The Consultant shall provide such financial consulting services as reasonably requested by the Company
during the term of this Agreement, provided that nothing hereunder shall require the Consultant to devote a minimum number of hours
per calendar month toward the of services hereunder. The level and scope of services that may reasonably be requested hereunder
shall be dependent, in part, on the amount of to be paid to the Consultant by the Company hereunder. Unless otherwise agreed to
by the Consultant, all services hereunder shall be performed by the Consultant, in its sole discretion, at its principal place
of business or other offices. Notwithstanding anything contained herein to the contrary, the services to be performed by the Consultant
hereunder may be performed by any employee of, or consultant to, the Consultant.


 


2.            TERM. The term of this Agreement (the “Term”) shall commencing as of the date first written above and shall continue
until terminated by either Party. Either Party may terminate this Agreement by providing
written notice thirty (30) days in advance of intended termination. Any compensation due to the Consultant, including the Finders
Fee, shall survive any termination.


 


 


 






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3.             COMPENSATION.


 


(a)                    
Monthly Fee.In consideration for the performance of services hereunder, the Company hereby agrees to pay the Consultant a monthly consulting fee equal to $20,000 per month, payable on the 6th day of
each month during the Term of this Agreement, with the first payment due on the 6th day of November 2017 (the “Monthly Fee”).
The Company may elect to pay the Monthly Fee either in cash or in the form of shares of common stock of the Company to be calculated
at the closing price per share of Company Common Stock as traded on the OTCBB or on the NASDAQ or national securities exchange,
on the day the payment is due. However, no less than $4,000 of the monthly fee shall be paid in the form of cash during the first
three months of this Agreement, and no less than $8,000 of the monthly fee shall be paid in the form of cash beginning the fourth
month of this agreement. All Common Stock issued by the Company shall be unregistered and restricted securities and shall bear
an appropriate restrictive legend.


 


(b)                    
Finders Fee.A finder’s fee equal to eight percent (8%) of the Enterprise Value of any acquisition that the Consultant directly or indirectly introduces to the Company (the “Finder’s Fee”).
Such Finder’s Fee shall be payable in cash only upon the closing of the acquisition by the Company (or any subsidiary of
the Company) of at least a majority of the capital stock, assets or business of any third person corporation, partnership, limited
liability company or other entity (a “Acquired Entity”), whether through purchase of assets or capital stock of the
Acquired Entity or merger, consolidation or like combination; provided, that at the option of the Consultant such Finders Fee may
be payable in shares of common stock of the Company, valued at its then market price. As used herein, the term “Enterprise
Value” shall mean the purchase price paid by the Company in connection with such acquisition, including therein, the assumption
of any Indebtedness for borrowed money of the Acquired Person and/or any deferred portion of the purchase price payable after the
closing of such acquisition.


 


4.             DISCLAIMER.In connection with the provisions of Section 3 and Section 4 above, the Company acknowledges and recognizes that the Consultant is not a broker or dealer registered under the Exchange Act and is not
regulated by FINRA. The Company acknowledges that the Consultant is engaged in other business activities, including the purchase,
sale and investment in a variety of businesses, some of which may be similar to the business activities of the Company. The Consultant
shall have no duty or obligation to offer any investment or acquisition opportunity to the Company under this Agreement and any
services conducted by the Consultant by way of a finder or originator of an acquisition is incidental to the regular business activities
of the Consultant. Accordingly, the Company shall not raise as a defense to payment of a finders fee that Consultant is not a registered
broker/dealer regulated by the Exchange Act or FINRA.


 


5.             REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants that any and all information supplied
hereunder to the Consultant in connection with any and all services to be performed hereunder by the Consultant for and on behalf
of the Company shall be true, complete and correct as of the date of such dissemination and shall not fail to state a material
fact necessary to make any of such information not misleading. The Company hereby acknowledges that the ability of the Consultant
to adequately provide financial consulting services hereunder and/or to initiate and/or effectuate introductions on behalf of
the Company with respect to potential acquisitions is dependent upon the prompt dissemination of accurate, correct and complete
information to the Consultant. In addition, and notwithstanding
anything contained herein to the contrary, nothing hereunder shall obligate the Consultant to make any minimum number of introductions
hereunder or to initiate any merger or acquisitions involving or relating to the Company. The Company further represents and warrants
hereunder that this Agreement and the transactions contemplated hereunder, including the issuance of the warrants hereunder, have
been duly and validly authorized by all requisite corporate action; that the Company has the full right, power and capacity to
execute and deliver this Agreement and perform its obligations hereunder; that the execution and delivery of this Agreement and
the performance by the Company of its obligations pursuant to this Agreement do not constitute a breach of or a default under
any agreement or instrument to which the Company is a party or by which it or any of its assets are bound; and that this Agreement,
upon execution and delivery of the same by the Company, will represent the valid and binding obligation of the Company enforceable
in accordance with its terms. The representations and warranties set forth herein shall survive the termination of this Agreement.


 


 


 






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6.            INDEMNIFICATION.


 


(a)   
The Company hereby agrees to indemnify, defend and hold harmless the Consultant, its directors, officers, principals, employees,
agents, affiliates, shareholders and consultants, and their successors and assigns from and against any and all claims, damages,
losses, liability, deficiencies, actions, suits, proceedings, costs or legal expenses (collectively the "Losses") arising
out of or resulting from: (i) any breach of a representation, warranty or covenant by the Company contained in this Agreement;
or (ii) any activities or services performed hereunder by the Consultant, unless such Losses were the result of the intentional
misconduct or gross negligence of the Consultant; or (iii) any and all costs and expenses (including reasonable attorneys' and
paralegals' fees) related to the foregoing, and as more fully described below.


 


(b)   If
the Consultant receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company
is or may be obligated to provide indemnification pursuant to Section 5 above, the Consultant shall, within 30 days of the receipt
of such written notice, give the Company written notice thereof (a "Claim Notice"). Failure to give such Claim Notice
within such 30-day period shall not constitute a waiver by the Consultant of its right to indemnity hereunder with respect to such
action, suit or proceeding. Upon receipt by the Company of a Claim Notice from the Consultant with respect to any claim for indemnification
which is based upon a claim made by a third party ("Third Party Claim"), the Consultant may assume the defense of the
Third Party Claim with counsel of its own choosing, as described below. The Company shall cooperate in the defense of the Third
Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings,
trial and appeals as may be reasonably required in connection therewith. the Consultant shall have the right to employ its own
counsel in any such action, but the fees and expenses of such counsel shall be at the expense of the Company. The Company shall
not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior
written consent of the Consultant. If the Company shall fail with reasonable promptness either to defend or continue to prosecute
such Third Party Claim or to satisfy or prosecute the same, the Consultant may defend, prosecute or settle the Third Party Claim
at the expense of the Company and the Company shall pay to the Consultant the amount of any such Loss within 10 days after written
demand therefor. The indemnification provisions hereunder shall survive the termination of this Agreement.


 


7.            AMENDMENT. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is evidenced
by a written instrument, executed by the party against which such modification, waiver, amendment, discharge, or change is sought.


 


 



 


 






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8.            NOTICES. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly
given on the day when delivered in person or transmitted by facsimile transmission or on the third calendar day after being mailed
by United States registered or certified mail, return receipt requested, postage prepaid, to the addresses herein above first mentioned
or to such other address as any party hereto shall designate.


 


9.            ENTIRE AGREEMENT. This Agreement contains all of the understandings and agreements of the parties with respect to the subject matter
discussed herein. All prior agreements, whether written or oral, are merged herein and shall be of no force or effect.


 


10.          SEVERABILITY.
The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision
of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion
of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained
in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained
herein.


 


11.          CONSTRUCTION
AND ENFORCEMENT. This Agreement shall be construed in accordance with the laws of the State of New York, without application of
the principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions
of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then
the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect
or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout
all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder, the successful party
will be awarded reasonable attorneys' fees at all trial and appellate levels, expenses and costs. Any suit, action or proceeding
with respect to this Agreement shall be brought in the state or federal courts located in New York, New York. The parties hereto
hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The
parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered
by any court in respect thereof brought in New York, New York, and hereby further irrevocably waive any claim that any suit, action
or proceeding brought in New York, New York has been brought in an inconvenient forum.


 


12.          BINDING
NATURE; NO THIRD PARTY BENEFICIARY. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and specifically for their benefit. No other person
shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party
beneficiary or otherwise.


 


13.          COUNTERPARTS. This Agreement may be executed in any number of counterparts, including facsimile signatures which shall be deemed
as original signatures. All executed counterparts shall constitute one Agreement.


 


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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


 


FOCUS UNIVERSAL INC.


 


/s/ Desheng Wang                       


By: Desheng Wang


Title: Chief Executive Officer


 


 


 


VEYO PARTNERS LLC


 


 


/s/ Michael Pope                          


By: Michael Pope


Title: Managing Partner




 


 


 


 


 


 


 


 






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