Exhibit
10.2


 





 


	New
    York	Chicago	San
    Diego	Atlanta	Vancouver	Sao
    Paulo	Hong
    Kong	Beijing	Mumbai	Perth	Sydney	Taipei


 


www.mzgroup.us


 


Investor
Relations Consulting Agreement


 


THIS
CONSULTING AGREEMENT (“Agreement”) is made this 8th day of April, 2016 by and between Algodon Wines & Luxury Development
Group (VINO) (hereinafter referred to as the “Company” or “VINO”), and MZHCI, LLC, a MZ Group Company
(hereinafter referred collectively as the “Consultant” or “MZHCI”).


 


EXPLANATORY
STATEMENT 


 


The
Consultant affirms that it has successfully demonstrated financial and public relations consulting expertise, and possesses valuable
knowledge, and experience in the areas of business finance and corporate investor/public relations. The Company believes that
the Consultant’s knowledge, expertise and experience would benefit the Company, and the Company desires to retain the Consultant
to perform consulting services for the Company under this Agreement.


 


NOW,
THEREFORE, in consideration of their mutual agreements and covenants contained herein, and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their
respective signatures below, the parties agree as follows:


 


Consulting
Services


 


1.1MZHCI
agrees that for a period of twelve (12) months commencing on the 12th day of April 2016, the Consultant will reasonably be available
during regular business hours to advise, counsel and inform designated officers and employees of the Company as it relates to
financial markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business
about which MZHCI has knowledge or expertise.


 


1.2MZHCI
shall render services to the Company as an independent contractor, and not as an employee. All services rendered by MZHCI on behalf
of the Company shall be performed to the best of MZHCI’s ability in concert with the overall business plan of the Company
and the goals and objectives of the Company’s management and Board of Directors, including articulating VINO’s investment
story and highlights; building and maintaining relationships with supporters of the stock, including institutional investors and
sell-side analysts; increasing the Company participation in investment conferences focused on mobile technology and small-cap
companies; achieving a fair market value for the Company’s stock; and significantly increasing the Company’ s exposure
in the financial market.


 


MZHCI
Initial_________ COMPANY Initial_________


 




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		I.	Scope
                                         of Services, Programs and Deliverables 



 


MZHCI
will develop, implement, and maintain an ongoing stock market support system for VINO with the general objective of expanding
awareness in VINO among stockbrokers, analysts, small-cap portfolio/fund managers, market makers, and the appropriate financial
& trade publications.


 


1.
SHAREHOLDER COMMUNICATIONS 


 


	 	A.	Consultant
    will understand the financials and all operating metrics of VINO in detail, facilitating interactions with new and current
    investors.
	 	B.	Consultant
    will provide 2 pager, PPT, and full website implementation.
	 	C.	Consultant
    will send welcome letter to initiate relationship with key shareholders + stakeholders. 
	 	D.	Consultant
    will review all Press Releases for all material events: assist management in articulating all material operating and financial
    events. Disseminate news to investor + media database. 
	 	E.	Consultant
    will provide a Senior Account Manager and single point of contact for all investors. Streamlines all communication and IR
    functionality. 
	 	F.	Consultant
    will conduct a perception study: contact shareholders/analysts and prospective investors on a quarterly basis to gather feedback
    on their views of how the business is evolving and management’s execution relative to expectations. 
	 	G.	Consultant
    will host all earnings conference calls. Logistics, script, and rehearsal sessions, including FAQs. Moderate call and manage
    the investor question queue. 


 


2.
INVESTMENT COMMUNITY OUTREACH 


 


MZ
will implement an ongoing stock market support system for VINO with the general objective of expanding awareness among stockbrokers,
analysts, small-cap portfolio/fund managers, market makers, and the appropriate financial & trade publications.


 


	 	A.	Consultant
    will provide roadshow coaching with objective analysis and recommendations to improve management’s presentation delivery.
    
	 	B.	Consultant
    will make introductions to targeted investors worldwide utilizing a proprietary, robust database:


 


	 	i.	Equity
    Brokers
	 	ii.	Analysts
    (both generalists and industry specialists) 
	 	iii.	Portfolio
    Managers/Institutions
	 	iv.	High
    Net Worth Investors
	 	v.	Market
    Makers
	 	vi.	Financial
    Publications


 


	 	C.	Consultant
    will organize Non-Deal Roadshows throughout the next twelve months. MZHCI provides complete intelligence pre and post meeting
    and has a trained professional to accompany management. This will include Australia and other countries if appropriate. 
	 	D.	Consultant
    will organize Virtual Non-Deal Roadshows throughout the next twelve months – Live investor presentations webcast from
    management’s locale. This will be by invitation only and participants will be comprised of shareholders, institutional
    and retail investors, and buy/sell side analysts. 





	 	E.	Consultant
    will screen all North American investment firms for upcoming financial conferences and select those that would be appropriate
    for VINO. Work to secure invitations. Consultant will endeavor to obtain at least two invitations.



 


MZHCI initials: ________Company initials: ________


 




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3.
FINANCIAL MEDIA RELATIONS


 


Targeted
media relations offer an important segment to the corporate story. MZHCI will target media opportunities that highlight VINO’s
strategy, growth objectives, board of directors, developments and milestones related to its business. Services include:


 


	 	A.	Targeted
    media programs 
	 	B.	Strategic
    counsel 
	 	C.	Release
    drafts and media targets 
	 	D.	Q&A
    to support significant corporate developments 
	 	F.	Feedback
    after interviews


 


Trade
Magazines & Journals - Investors, business partners, customers, and business reporters utilize the industry press as a
valued source of information. MZHCI will raise awareness for VINO’s business and technologies, and news events related to
growth performance, partnership deals, and significant product advances in qualified trade magazines and journals.


 


Business
& Financial Media – MZHCI will identify the optimal news, corporate, and industry trends that will provide angles
in the business/financial media and then actively pursue those opportunities with the appropriate reporter(s).


 


MZHCI
Branded Distribution – Company will be featured in MZHCI Newsletter which is distributed eight times per year to over 25,000
investors worldwide.


 


PUBLIC
MARKET INSIGHT 


 


MZHCI
will counsel and educate the Company’s senior management on the life cycle of the financial markets and most importantly
how the Company is impacted directly and indirectly by different variables. The Team at MZHCI leverages its collective expertise
on all aspects of strategic financial, corporate and crisis communications gain through representing over 200 public companies.
MZHCI will help the Company set and manage expectations while relaying valuation metrics, perceptions, and methodologies utilized
by investment professionals. This consulting aspect of MZHCI’s business is extremely valuable for management to optimize
key opportunities and to avoid pitfalls.


 


As
part of its ongoing commitment and partnership with the Company, MZHCI will educate the Company’s senior management on the
importance of establishing conservative expectations and how various corporate actions may be perceived and impact the public
market. MZHCI can also help access acquisition candidates plus discuss the financial impacts and longer term implications.


 


MZHCI initials: ________Company initials: ________


 




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II.Agenda



 


Timeline



 


FIRST
30 DAYS 


 


	 	A.	Spend
    adequate time with management to understand the business/growth plan, financial forecasts, capital expenditure, and cash flow
    projections. 
	 	B.	Create
    a two-page Corporate Profile, which clearly articulates VINO’s current business and financial position, as well
    as its strategy for future growth. This is an important marketing piece for investors to quickly learn about the company.
    
	 	C.	Review
    and update PowerPoint presentation. MZHCI will utilize proprietary research, feedback from conversations and meetings to incorporate
    and improve the Investor PowerPoint and message delivery. UPDATED AT LEAST ONE TIME PER QUARTER.
	 	D.	Assist
    and provide input for all corporate press releases including both creation and ongoing revisions. We will assist by providing
    additional fact finding and other market research which will help the context and delivery of the message. 
	 	E.	Include
    VINO on MZ Newsletter and www.mzgroup.us website within two weeks. 
	 	F.	Counsel
    senior management on all aspects of the capital markets and most importantly how VINO is impacted directly and indirectly
    by different economic variables. The goal is to enable management to optimize key opportunities and to avoid pitfalls, both
    of which have long-term positive implications.
	 	G.	Host
    Virtual Road Shows for management with goal of having at least 20-25 new investment professionals joining during each event.
    Alternate schedules between these events and traditional Road Shows to continue growing a pipeline of new and interested investors.
	 	H.	Develop
    initial target list and begin making introductions to investment professionals and investors while seeding and confirming
    meetings for upcoming Road Shows. Practice and refine presentation with management team. 





	 	-	Target
    brokers, fund managers, Buy and Sell Side Analysts, and high net worth investors which follow companies with a similar profile
    to VINO





	 	I.	Provide
    a detailed description of each contact prior to each meeting. During the meetings and/or conference calls a member of MZHCI
    will be available to facilitate the correspondence and assist with due diligence. Management will be provided with a summary
    of feedback including MZHCI’s suggestions for improvements on both the context and delivery of the Company’s story.


 


DAYS
30-60 


 


	 	A.	Target
    brokerage firms who hold conferences which would be applicable for VINO. Establish a goal of having management present in
    at least 3 new conferences. These would be non-paid for and have high institutional attendance, in addition to high net worth
    investors. Additionally, MZHCI will seek opportunities to present to brokers directly at firms for both teach-ins and small
    events. 
	 	B.	Formalize
    a Press Release calendar (queue) for coming three months. Create and release accordingly to the market and simultaneously
    to current and prospective investors inboxes.
	 	C.	Include
    VINO where applicable in interviews with all financial online sites. Review and create media target list. Being to make introductions
    and follow-up.
	 	D.	Include
    VINO in all presentations where MZHCI representatives will speak on VINO’s industry topics. 
	 	E.	Continue
    outreach and road shows.


 


MZHCI initials: ________Company initials: ________


 




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DAYS
60-90 


 


	 	A.	Formalize
    and continually update the database to ensure that all press releases are e-mailed to all interested professionals. 
	 	B.	Target
    newsletter editors and publishers for favorable recommendations. Focus on Business Publications for appropriate stories on
    VINO product roll-out, unique carrier centric model, and key competitive advantages to investors and industry players. Follow-up
    accordingly with all interested parties with a goal of receiving a new piece of media coverage at least 1x per quarter. 
	 	C.	Schedule
    and book out Road Shows. 
	 	D.	Conduct
    and host quarterly and annual earnings call. This will include full script creation, Q&A/FAQ compilation and practice.
    Incorporate feedback and key concepts into prepared remarks. Schedule the call, including webcast and generate a press release
    to notify shareholders of conference call (it should be released at least 7 days prior to call date). Call outs to maximize
    attendance and gather feedback to improve ongoing public correspondence.


 


ONGOING
– These services will be provided ongoing with a summary included in each quarterly update


 


	 	A.	Respond
    to all investor requests and calls in a timely manner to facilitate the distribution of corporate information. Focus on educating
    shareholders, with the premise that an informed investor will become a longer term investor.
	 	B.	Formalize
    and continually update the database to ensure that all press releases are e-mailed to all interested professionals. This includes
    the input of notes to keep track of all investor correspondence and reminder calls to all investor prior to earnings conference
    calls.
	 	C.	Provide
    consulting services to VINO management on the public markets
	 	D.	Provide
    progress reports to senior management and evaluate achievements with a monthly summary of activities and a detailed report
    every quarter.


 


Many
of the above items will occur simultaneously but certain items will have chronological priority over others. As VINO grows, MZHCI
will recommend changes to the Agenda that complement its growth. As the Company continues to execute its strategic plan by winning
new customers and expanding its base of business we will target an expanded universe of institutional investors. At each stage
of growth, the appropriate approach to the market will be incorporated into the agenda for optimal results.


 


Assuming
that management’s efforts are leading ultimately to success and greater profitability, the end results of this financial
communication and awareness campaign should be:


 


	 	A.	An
    increase in the number of financial professionals (including brokers, institutions and analysts) and individual investors
    well educated and knowledgeable about VINO: including senior management, the company’s products, and its current financial
    condition & growth opportunities.
	 	B.	An
    increase in the number of articles printed in both trade and financial publications.
	 	C.	An
    increase in the liquidity of the common stock.
	 	D.	An
    increase in VINO market capitalization coupled with a broader, more diverse shareholder base.
	 	E.	Suitable
    and better access to the capital markets, which will facilitate future acquisitions and working capital needs. 


 


MZHCI initials: ________Company initials: ________


 




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III.Term



 


This
Agreement becomes effective upon execution, and shall remain effective for a period of twelve (12) months from that date. After
the initial six (6) months of the term, this Agreement be terminated by either party by delivery of written notice of termination
to the other at least thirty (30) days prior to the end of the six (6) month term. In the event that this agreement is not terminated
at the end of the initial 6 month period, this agreement shall continue through the life of the agreement. 


 


IV.Compensation



 


	Cash
    	$6,500
    per month payable on the first day of each month.
	 	 
	Equity	The
    Company will issue a warrant to purchase up to 150,000 shares of common stock covering a 12 month service period. The first
    warrant to purchase 75,000 will issued within 10 days of the contract date with a strike price at $2.50 and will vest in 3
    months from the contract date. The second warrant to purchase 75,000 will be issued at the 6 month anniversary date with a
    strike price at $2.50 and will vest in 3 months from the 6 month anniversary date. The common shares underlying the warrants
    will be registered no later than 12 months from the date of the IPO or public offering. The warrants will include a cashless
    provision and collectively expire 3 years from the date the first offering is completed.
	 	 
	Expense
    Reimbursement	Only
    expenses that would ordinarily be incurred by the Company will be billed back on a monthly basis. Applicable reimbursements
    would include: creation, printing and postage for investor packages, fees for news wire services. Any packages requiring additional
    photocopying/ printing will be billed back to the Company at cost (with no mark-up). Any extraordinary items, such as broker
    lunch presentations, air travel, hotel, ground transportation or media campaigns, etc. shall be paid by the Company, only
    with Company authorization prior to incurring any expenses.


 


V.Prior
Restriction 


 


MZHCI
represents to the Company that it is not subject to, or bound by, any agreement which sets forth or contains any provision, the
existence or enforcement of which would in any way restrict or hinder MZHCI from performing the services on behalf of the Company
that MZHCI is herein agreeing to perform.


 


Neither
MZHCI nor any consultant it utilizes in connection with the services hereunder shall provide any service to, or contract with
any direct competitor of the Company during the Term of this Agreement (including any extensions thereof) or for a period of ninety
(90) days thereafter.


 


MZHCI initials: ________Company initials: ________


 




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VI.Assignment



 


This
Agreement is personal to MZHCI and may not be assigned in any way by MZHCI without the prior written consent of the Company. Subject
to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the
heirs, legatees, successors and permitted assigns of MZHCI and upon the successors and assigns of the Company.


 


VII.Confidentiality



 


Except
as required by law or court order, MZHCI will keep confidential any trade secrets or confidential or proprietary information of
the Company which are now known to MZHCI or which hereinafter may become known to MZHCI and MZHCI shall not at any time directly
or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or
use the same in any way other than in connection with the business of the Company and in any case only with prior written permission
of VINO. For purposes of this Agreement, “trade secrets or confidential or proprietary information” includes information
unique to or about the Company including but not limited to its business and is not known or generally available to the public.


 


Any
confidential material held by Consultant will be returned to Company within one calendar month of the expiration or termination
of this agreement.


 


Any
confidential information should not be disclosed by Consultant for a period of five (5) years subsequent to the termination of
this agreement.


 


VIII.
Default 


 


	 	1.	Except
    for a claim or controversy arising under Section VIII of this Agreement, any claim or controversy arising under any of the
    provisions of this Agreement shall, at the election of either party hereto, be determined by arbitration in California in
    accordance with the rules of the American Arbitration Association. The decision of the Arbitrator shall be binding and conclusive
    upon the parties. Each party shall pay its own costs and expenses in any such arbitration. The prevailing party shall be entitled
    to reimbursement of all fees incurred, including attorney, filing, travel and anything associated with the arbitration. 
	 	 	 
	 	2.	In
    the event that MZHCI commits any material breach of any provision of this Agreement, as determined by the Company in good
    faith, the Company may, by injunctive action, compel MZHCI to comply with, or restrain MZHCI from violating, such provision,
    and, in addition, and not in the alternative, the Company shall be entitled to declare MZHCI in default hereunder and to terminate
    this Agreement and any further payments hereunder.
	 	 	 
	 	3.	Since
    MZHCI must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers,
    directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend MZHCI, its officers, agents,
    and employees at the Company’s expense, against any proceeding or suit which may arise out of and/or be due to any material
    misrepresentation in such information supplied by the Company to MZHCI (or any material omission by the Company that caused
    such supplied information to be materially misleading). 
	 	 	 
	 	4.	MZHCI
    agrees to indemnify, hold harmless and defend the Company, its officers, directors, employees and agents from and against
    any and all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation reasonable
    attorney’s fees) incurred by any of them in connection with, as a result of, and or due to any actions or inactions
    or misstatements by MZHCI, its officers, agents, or employees regarding or on behalf of the Company whether as a result of
    rendering services under this agreement or otherwise.


 


MZHCI
initials: ________Company initials: ________


 




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IX.Severability
and Reformation 


 


If
any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall
be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid,
or unenforceable provision, or by its severance; but in any such event this Agreement shall be construed to give effect to the
severed provision to the extent legally permissible.


 


X.Notices



 


Any
notices required by this Agreement shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery,
by certified mail, return receipt requested, with adequate postage prepaid, or by courier delivery service (including major overnight
delivery companies such as Federal Express and UPS), (ii) be deemed given when received, and (iii) in the case of the Company,
be mailed to its principal office at Algodon Wines & Luxury Development Group, 135 Fifth Avenue, 10th Floor, New
York, NY 10010; and in the case of MZHCI, be mailed to MZHCI, LLC, 5055 Avenida Encinas, Suite 130, Carlsbad, CA 92008.


 


XI.Miscellaneous



 


	 	1.	This
    Agreement may not be amended, except by a written instrument signed and delivered by each of the parties hereto.
	 	2.	This
    Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all
    other agreements relating to the subject matter hereof are hereby superseded.
	 	3.	This
    Agreement shall be governed by, and construed in accordance with, the laws of the State of California.


 


In
Witness Whereof, the parties have executed this Consulting Agreement as of the day and year first above written.


 


AGREED:


 


	MZHCI,
    LLC	 	Algodon
    Wines & Luxury Development Group
	 	 	 	 	 
	By:
    	/s/
    Ted Haberfield	 	By:	/s/ Scott Mathis
	 	Ted
    Haberfield, President	 	 	Scott
Mathis, Chairman & CEO
	 	 	 	 	 
	Date:
    	April 15, 2016	 	Date:
    	April 14, 2016


 


MZHCI initials: ________Company initials: ________


 




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