Exhibit 10.3


 





 


March
1, 2022


 


Bright
BGC Corporation


401
East Las Olas Boulevard, Suite 1400


Fort
Lauderdale, FL 33301 Ed Robinson


Chief
Executive Officer


 


Dear
Ed:


 


This
Master Services Agreement, when executed by the parties hereto, will constitute an agreement (the “Agreement”) between Bright
BGC Corporation (the “Company”) and Titan Advisory Services LLC (“TITAN”), located at 50 Constitution Way, Jersey
City, NJ 07305. The Company and TITAN are the “parties” hereto and each a “party”. The Company agrees to retain
TITAN and TITAN agrees to be retained by the Company under the following terms (the “Agreement”):


 


	1.	TITAN
    will provide to the Company certain accounting or business consulting services (the “Services”), as described in separate
    Scopes of Work (“SOW”), a copy of each will be attached to this Agreement and made a part hereof. The Services to be
    provided will be based solely on information that the Company and others employed at or otherwise representing the Company will from
    time to time provide to TITAN. All reports provided by TITAN shall be considered reports on findings and not certified audits.
	 	 
	2.	This
    Agreement will become effective on the date that TITAN receives an executed copy of this Agreement from the Company and the Retainer
    (as defined below), and shall continue until either party provides the other with a termination notice, which notice shall be given
    no less than 90 days prior to the date of termination. Notwithstanding any termination of this Agreement, sections 7 through 17 shall
    continue and survive and remain in full force and effect.
	 	 
	3.	TITAN
    will, in providing the Services, report directly to the Company’s executive, Ed Robinson, unless specifically identified in
    a particular SOW.
	 	 
	4.	Fees
    due to TITAN for the Services shall be based on the hours actually expended to complete the work assignments, as described in the
    SOW and any related proposals. Estimated hours for each SOW will be defined therein and finally determined after taking into account
    planning, the anticipated cooperation from Company personnel and the assumption that unexpected circumstances, beyond TITAN’s
    control, will not be encountered during an engagement. Each SOW will contain budgeted hours and applicable rates. Regardless of the
    estimates, however, TITAN’s fees shall be billed, due and payable on an hourly basis, in quarter hour intervals, based upon
    the fees, as described in the SOW. The budgets will not include any items that TITAN was unaware of, including any breakdown in the
    company’s internal controls, items that were not disclosed by the Company, changes to scope, delays caused by Company personnel
    or agents and any changes in regulations or requirements by independent auditors and other consultants involved with the Company.
	 	 
	5.	As
    is customary for engagements of this type, we require that upon the signing of a Statement of Work, the Company shall pay TITAN a
    good faith retainer (the “Retainer”). The Retainer is intended to be maintained throughout the engagement, and applied
    to the final invoice, but may be used by TITAN to satisfy any unpaid amount due from the Company. Any unused Retainer will be returned
    to the Company. The Retainer is unique to each SOW.
	 	 
	6.	Upon
    notice from TITAN, the Company will confirm its readiness to proceed with any next step in the engagement process. Such notification
    from the Company can be either written or oral. For purposes of this Agreement, readiness shall be defined as the availability of
    Company’s project staff to work with the TITAN Team; the availability of documentation required to perform the Services; the
    availability of other resources or materials necessary for the TITAN Team to proceed with the Services according to the work plan,
    and will include physical access to the location, and necessary security clearances to enter the Company’s location. In the
    event that the TITAN Team is present on the Company’s site ready, willing and able to proceed pursuant to the project plan
    and is either denied access to same for any reason; or where Company personnel are not available to the TITAN Team for the time requested
    and agreed by the prior notification; or such work is not cancelled with at least one week’s notice; or where TITAN is prepared
    to work with documents and other materials promised to be made available by the Company and such are not available for any reason,
    then the Company understands and agrees that the Company shall be responsible for payment of the fees and expenses for the failure
    to be ready on the day or days of readiness. Such fees and expenses will include the amount of time scheduled for all members of
    the TITAN Team prepared to work, and all related travel, lodging and meal costs if such had been provided in the Agreement.


 




    	 



     


    

 


	7.	TITAN
    will invoice the Company every month (unless otherwise provided for in the SOW) for services performed and payments are due from
    the Company upon receipt, unless otherwise communicated in writing. TITAN shall not be required to perform any services unless the
    Retainer is in place and all invoices from TITAN are paid to date, and TITAN may terminate this Agreement upon nonpayment in a timely
    manner. If the Company should desire that TITAN’s services continue beyond the engagement, a supplemental compensation arrangement
    must be agreed upon by the parties in writing.
	 	 
	8.	Except
    as required by applicable law or pursuant to any governmental inquiry, TITAN agrees to keep all information, including any proprietary
    information of the Company, which TITAN has obtained or may obtain during the performance of the Services, as well as any proprietary
    technical or business information of third parties, which is made available to TITAN in connection with the Services, confidential
    and shall not use the same for any purpose other than to perform the Services. All policies, procedures and processes revealed, disclosed
    or utilized by TITAN in connection with the Services, or included for the Company in TITAN’s work product, are the intellectual
    property of TITAN and are licensed for the internal use only, and not for resale or distribution of any kind, by the Company.
	 	 
	9.	As
    a condition to providing the Services, each of the parties understands that each party shall have access to the identity of the other’s
    employees. Each party agrees that during the term of this Agreement and for a period of one (1) year thereafter, neither party shall,
    without the prior written consent of the other (which it may withhold in its sole discretion), either directly or indirectly, engage
    in any way, employ, hire, or otherwise do business with any employee or former employee of the other party. Each party agrees that
    if it breaches or threatens to breach any of these covenants, the other party shall be entitled to both a preliminary and permanent
    injunction in order to prevent the continuation of such harm, and money damages insofar as they can be determined. Nothing in this
    Agreement shall be construed to prohibit the party aggrieved thereby from also pursuing any other remedy, the parties having agreed
    that all remedies shall be cumulative.
	 	 
	10.	If
    the Company fails to make any payment required under this Agreement, after 30 days, a late fee shall be charged to and paid by the
    Company in an amount equal to the lesser of 1.5% per month or the maximum rate permitted by law on the delinquent amount from the
    date due until the date actually paid. TITAN shall not be responsible to provide any services or return any work product to the Company
    unless the Company has made all payments in full. Further, the Company agrees that any damages, interest, legal fees and court or
    arbitration costs incurred by TITAN to collect past due balances, or enforce this section of the Agreement, will be due to TITAN
    from the Company.
	 	 
	11.	The
    Company agrees to reimburse TITAN for all reasonable out-of-pocket expenses that TITAN incurs in providing the Services. The Company
    shall make such reimbursement to TITAN upon receipt of each invoice. All expenses will be billed at actual cost. Examples of typical
    expenses may include travel, mileage, meals, lodging, long-distance telephone, postage, copying, etc. and will be communicated to
    the Company prior to incurrence.
	 	 
	12.	The
    Company shall be solely responsible for the contents of the information it provides to TITAN, and the Company warrants and represents
    that any information resulting from the rendering by TITAN of the Services shall not contain any untrue statement of a material fact
    or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were
    made, not misleading. Since TITAN is relying solely on the information that the Company is providing to TITAN to perform the Services,
    and, further, since the Company is requesting services herein from TITAN and TITAN would not agree to perform the Services without
    additional indemnification provisions relating to any third party claims whatsoever in regard to the Company, the Company hereby
    agrees to, and shall, indemnify, hold harmless and defend TITAN, its principals, employees and representatives, from and against
    any claims, losses, damages or any other liability arising, directly or indirectly, in whole or in part, including any and all reasonable
    legal costs and expenses (and the expenses of experts and consultants), from or as a result of (i) TITAN performing the Services
    or any other services requested by the Company, (ii) any claim by the Company or any third party of any misrepresentation or reliance
    on any information resulting from the Services; (iii) any claim by the Company or any third party or governmental agency brought
    under the federal securities laws or other statutes, state statute, or common law, or otherwise, or (iv) any claim by the Company
    or any third party in connection with the sale or issuance of any shares of the Company’s stock, or other equity or debt of
    the Company. In the event TITAN incurs legal costs or expenses indemnified hereunder, the Company shall reimburse TITAN for those
    costs as incurred on a monthly basis. TITAN shall not be indemnified, and shall refund to you, any amounts paid to it pursuant to
    this indemnification in the event there is a court adjudication that TITAN acted with gross negligence or willful misconduct.


 




    	 



     


    

 





 


	13.	The
    Company agrees that the maximum liability of TITAN that may arise out of the services provided by TITAN for the Company at any time
    shall be limited to the total fees paid to TITAN for a particular SOW, unless TITAN is found to be grossly negligent in its duties
    or acts with willful misconduct. Further, any controversy or claim arising out of or relating to this Agreement shall be submitted
    first to voluntary mediation with a mediator mutually selected by the parties. If mediation is not successful, then the parties will
    agree to submit to binding arbitration in accordance with the laws of New Jersey with an arbitrator mutually selected by the Company
    and TITAN. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
	 	 
	14.	Neither
    party shall assign or delegate this Agreement or any rights, duties or obligations hereunder without the express written consent
    of the other. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors, legal representatives
    and assignees of the parties hereto.
	 	 
	15.	If
    any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary
    and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect
    any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced,
    as if such provision had not been included, or had been modified as above provided, as the case may be. If there is any inconsistency
    between the terms of this Agreement and a SOW, the terms of this Agreement shall govern.
	 	 
	16.	The
    provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey.
	 	 
	17.	This
    Agreement constitutes the entire Agreement between the parties relating to the subject matter hereof, and there are no other agreements,
    oral or written, other than as set forth in this Agreement. This Agreement may be amended, modified or supplemented only by written
    instrument by the parties hereto.


 


If
you are in agreement with the foregoing, kindly sign a copy of this letter where indicated below and return to us. We look forward to
our working relationship together.


 


	Sincerely,	 
	 	 
		 
	Saleem
    Elmasri Managing Partner	 
	Titan
    Advisory Services LLC	 


 


THIS
LETTER CORRECTLY SETS FORTH THE UNDERSTANDING OF THE COMPANY:


 


		CEO

	SIGNATURE	TITLE
	Edward
A. Robinson
	March
1, 2022

	PRINT
    NAME	DATE


 


		Chairman

	SIGNATURE	TITLE
	Terry
Rafih
	March
1, 2022

	PRINT
    NAME	DATE


 




    	 



     


    

 





 


Please
find below the proposal for services to be provided by Titan Advisory Services LLC to the Company.


 


	SCOPE
    OF WORK
	Date:	February
    23, 2022
	 	 
	Project:	CFO
    and Advisory Services
	 	 
	Services:	The
    services to be provided are as follows:
	 	 
	 	1.
                                                         Operate as the Chief Financial Officer, including, but not limited to the following responsibilities:

    a.
    Overall financial strategy implementation and execution

    b.
    Oversee forecasts and budgeting

    c.
    Oversee finance/ accounting department

    d.
    Financial reporting

    e.
    Oversee tax compliance

    f.
    Audit preparation as necessary

    2.
    Assist with the Initial Public Offering / Direct Listing

    3.
    Decision support analysis

    4.
    Ad hoc requests

	 	 
	Deliverables:	Deliverables
    will correlate with the Services listed above.
	 	 
	Timing:	Work
    will begin upon execution of an engagement letter. This planned term of this engagement is a minimum of 2 years. After 2 years, the
    Company may need to install a full- time employee to handle the CFO responsibilities. TITAN is expected to handle the responsibilities
    over the 2-year term, including expansion of the accounting and finance department to accommodate a smooth transition, as necessary.
	 	 
	Fees:	Fees
    are based on fixed monthly retainers that are based on weekly projected workloads. Tiers are adjusted at month end, as necessary,
    and agreed upon between TITAN and the Company.
	 	 
	 	Private:

    Tier
    0: Saleem Elmasri: $250 per hour

    Tier
    1: Up to 8 hours a week - $7,360 (8% discount) ($230 per hour) Tier 2: Up to 16 hours a week - $14,080 (12% discount) ($220 per hour)

    Tier
    3: Up to 24 hours a week - $20,400 (15% discount) ($212.50 per hour) Tier 4: Up to 32 hours a week - $25,600 (20% discount) ($200
    per hour)

	 	 
	 	Public:

    Tier
    0: Saleem Elmasri: $300 per hour

    Tier
    1: Up to 8 hours a week - $8,832 (8% discount) ($276 per hour) Tier 2: Up to 16 hours a week - $16,896 (12% discount) ($264 per hour)
    Tier 3: Up to 24 hours a week - $24,480 (15% discount) ($255 per hour) Tier 4: Up to 32 hours a week - $30,720 (20% discount) ($240
    per hour)

	 	 
	 	In
    months where less than 20 hours are incurred, the fee will be hourly as it will be less than the Tier 1 fixed rate. In months where
    greater than 32 hours a week are needed, agreed billing will be discussed. An analyst will be brought on at to be agreed upon when
    the workload requires it.
	 	 
	Payment:	Invoices shall be issued on or about the last business day of the month and payable within 10 days of receipt.
	 	 
	Equity:	The Company shall issue 500,000 common stock units to Saleem Elmasri upon execution of this SoW.
	 	 
	 	Upon completion of an equity compensation plan, TITAN/Saleem Elmasri will be eligible to participate in additional incentive equity compensation
alongside the Company’s executives. This award will be at the sole discretion of the Company.
	 	 
	Retainer:	Standard Retainer of $5,000 is waived


 






    	 



     


    

 





 


Thank
you for your consideration. We look forward to working with you.


 


		 
	Saleem Elmasri Principal	 
	Titan Advisory Services LLC	 




 


THIS
SOW CORRECTLY SETS FORTH THE UNDERSTANDING OF THE COMPANY:


 





		CEO

	SIGNATURE	TITLE
	Edward
A. Robinson
	March
1, 2022

	PRINT
    NAME	DATE


 





		Chairman

	SIGNATURE	TITLE
	Terry
Rafih
	March
1, 2022

	PRINT
    NAME	DATE