Preview
FILED: NEW YORK COUNTY CLERK 08/01/2023
06/20/2023 08:51
10:32 AM INDEX NO. 651660/2023
NYSCEF DOC. NO. 16
10 RECEIVED NYSCEF: 08/01/2023
06/20/2023
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 08/01/2023
06/20/2023 08:51
10:32 AM INDEX NO. 651660/2023
NYSCEF DOC. NO. 16 10
Do uSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC
RECEIVED NYSCEF: 08/01/2023
06/20/2023
Engagement Letter Between Hudson Capital Group Ventures
and Ryan Urban
July 10, 2021
Attention: Mr. Ryan Urban
Re: Advisory Services; Project Goldman Snacks
This agreement ("Agreement") will confirm the arrangements under which Hudson Capital Group
Ventures ("HCGV") has been engaged by Ryan Urban ("Ryan") and any affiliated entities to provide
advisory services for the development of a new restaurant and nightclub concept located at 138 Bowery,
Snacks,"
New York, NY ("Project Goldman or the "Project").
1. Retention
(a) Advisory Services: During the term of this engagement, and as mutually agreed upon by
Ryan and HCGV, HCGV intends to provide Ryan with financial and project management
advice across all phases of the project, which HCGV believes encompasses three phases:
- Phase 1 (six months): Strategic Alignment Concept and
Planning, Ideation/Planning
Capital/Financial Structuring
- Phase 2 (six months): Concept Development & Pre-Opening Support
- Phase 3: Post-Opening/Asset Oversight
(b) Capital Raising Services: In addition, Ryan hereby retains and authorizes HCGV, during the
term of this engagement, to act as the sole and exclusive liaison as it relates to any capital
raised for the Project beyond what is personally funded by Ryan, which is estimated to be
between approximately $1,500,000 to $2,000,000 ("Outside Capital"). Moreover, and for the
avoidance of doubt, HCGV will provide liaising assistance as necessary to any potential
outside investor sourced by Ryan in addition to investors that are directly sourced by HCGV.
2. Term
Ryan hereby engages HCGV for Phase 1 (six months), with optional three-month renewals thereafter.
3. Compensation
Ryan hereby agrees to the following compensation structure for HCGV:
(a) Advisory Services:
- Phase 1: Cash payment of $25,000 per month $150,000 for six months) and an
(totaling
upfront equity grant in the Project of 2.50%.
- Phase 2: Cash payment of $20,000 per month $60,000 for each three-month
(totaling
period) and an equity grant in the Project of 1.25% upon renewal to commence Phase 2.
- Phase 3: Cash payment of $12,500 per month (totaling $45,000 for each three-month
period) and an equity grant in the Project of 1.25% upon renewal to commence Phase 3.
(b) Capital Raising Services:
Ryan hereby agrees to compensate HCGV a one-time fee of $15,000 upon the completion of the
raise of Outside Capital.
FILED: NEW YORK COUNTY CLERK 08/01/2023
06/20/2023 08:51
10:32 AM INDEX NO. 651660/2023
NYSCEF DOC. NO. 16 10
DoduSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC
RECEIVED NYSCEF: 08/01/2023
06/20/2023
4. Cooperation:
(a) Ryan shall furnish HCGV with all current and historical materials and information
regarding the business and financial condition of the Project and all other information
and data, and access to the Project's officers, directors, employees and professional
advisors, which HCGV reasonably requests in connection with HCGV's advisory and
capital raising activities. All such materials, information and data shall be complete and
accurate in all material respects and not misleading. Ryan agrees to promptly advise
HCGV of all developments materially affecting the Project, or the completeness or
accuracy of the information previously furnished to HCGV, and agrees to promptly
notify HCGV prior to taking any material initiatives relating to the Project.
(b) Ryan further acknowledges that, except to the extent HCGV, in its sole discretion,
diligence"
deems necessary to establish applicable "due defenses, HCGV (i) will be
relying on information and data provided to HCGV (including, without limitation,
information provided by or on behalf of Ryan) without having independently verified
the accuracy or completeness thereof, (ii) does not assume responsibility for the
accuracy or completeness of any such information and data, and (iii) in relying on any
financial forecasts that may be furnished to or discussed with HCGV, will assume that
such forecasts have been reasonably prepared on bases reflecting the best currently
available estimates and good faith judgments of management as to the future financial
performance of the Project, as the case may be (and if such forecasts no longer reflect
such estimates and judgments, then Ryan will promptly inform, and provide updated
forecasts to, HCGV).
(c) Ryan agrees that any teaser, confidential information memorandum or other disclosure
materials used in connection with the Project shall not contain any untrue statement of
material fact, or omit to state a material fact necessary to make the statements contained
therein, in light of the circumstances in which they were made, not misleading.
5. Expenses
In addition to any fees that may be paid to HCGV, Ryan will reimburse HCGV, promptly upon
receipt of an invoice, for all material out-of-pocket expenses that HCGV incurs related to the
Project. For the avoidance of doubt, Ryan has the option to pre-approve any such out-of-pocket
expenses prior to the incurrence of such expenses.
6. Indemnification
Under no circumstances shall HCGV, in the performance of this Agreement, be liable to
Ryan or any other person for any act or omission of HCGV, unless such liability is due to (a)
HCGV's gross negligence, bad faith or willful misconduct, b) actions taken by HCGV
outside the scope of services under this Agreement, or (c) HCGV's failure or refusal to
comply with applicable law with respect to this Agreement or the services in any manner or
with HCGV's obligations under this Agreement.
FILED: NEW YORK COUNTY CLERK 08/01/2023
06/20/2023 08:51
10:32 AM INDEX NO. 651660/2023
NYSCEF DOC. NO. 16 10
DocuSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC
RECEIVED NYSCEF: 08/01/2023
06/20/2023
Ryan hereby agrees to indemnify and hold HCGV harmless from and against all liability,
loss, damage, cost or expense, including reasonable fees and costs of attorneys and legal
assistants (whenever incurred, whether before trial, at trial or arbitration or mediation
proceedings, on appeal or otherwise), by reason of the performance by HCGV of any
services under this Agreement, except if due to (a) HCGV's gross negligence, bad faith or
willful misconduct, (b) actions taken by HCGV outside the scope of its authority under this
Agreement, or (c) HCGV's failure to comply with applicable law in any manner or with his
obligations under this Agreement.
HCGV hereby agrees to indemnify and hold the Ryan and his affiliates harmless from all
liability, loss, damage, cost or expense, including reasonable fees of attorneys and legal
assistants (whenever occurred, whether before trial, at trial or arbitration proceedings, on
appeal or otherwise), by reason of (a) the gross negligence or willful misconduct of HCGV,
(b) actions taken by HCGV outside the scope of his authority under this Agreement, or (c) the
failure of HCGV to comply with applicable law in any manner or with his obligations under
this Agreement. Ryan may satisfy such indemnity (in whole or in part) by way of deduction
from any payment due to HCGV.
7. Termination
HCGV's engagement will commence upon the execution of this Agreement by both Ryan and
HCGV, and the Agreement will in full
remain force and effect (and will not be deemed
days'
completed) until terminated by either
party on ten written notice to the other. If the
Agreement is terminated prior to the completion of Phase 1, HCGV shall be entitled to all fees
and unreimbursed expenses applicable to the six-month period. Thereafter, if the Agreement
is terminated prior to the completion any three-month renewal period, HCGV shall be entitled
to all fees and unreimbursed expenses applicable to that three-month period.
8. Governing Law
This Agreement and all controversies arising hereunder or relating hereto will be governed by,
and construed and enforced in accordance with, the laws of the State ofNew York. If any term,
provision, covenant or restriction of this Agreement is held by a court of competentjurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
9. Announcements, etc.
Ryan agrees that HCGV may describe the Project in any form of media or in HCGV's
marketing materials, stating HCGV's role and other material terms of the Project and using the
Project's name and logo in connection therewith. Ryan agrees that any press release it may
issue announcing the Project will, at HCGV's request, contain a reference to HCGV's role in
connection with the Project in form and substance reasonably satisfactory to HCGV.
FILED: NEW YORK COUNTY CLERK 08/01/2023
06/20/2023 08:51
10:32 AM INDEX NO. 651660/2023
NYSCEF DOC. NO. 16 10
DocuSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC
RECEIVED NYSCEF: 08/01/2023
06/20/2023
Please sign below and return to HCGV to indicate your acceptance of the terms set forth herein,
and once executed by each of HCGV and Ryan, this Agreement shall constitute a binding
agreement between the HCGV and Ryan as of the date first written above.
Very truly yours,
Hudson Capital
DocuSigned
by:
WMA, 6 a
By
Ka a G óal fanaging Partner
Acknowledged and as to the binding
provisions, agreed and accepted:
Ryan Urban
DocuSigned
by:
B :
Ryan Urban
Print Name:
CEO
Title:
Preview
FILED: NEW YORK COUNTY CLERK 08/01/2023 06/20/2023 08:51 10:32 AM INDEX NO. 651660/2023 NYSCEF DOC. NO. 16 10 RECEIVED NYSCEF: 08/01/2023 06/20/2023 EXHIBIT A FILED: NEW YORK COUNTY CLERK 08/01/2023 06/20/2023 08:51 10:32 AM INDEX NO. 651660/2023 NYSCEF DOC. NO. 16 10 Do uSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC RECEIVED NYSCEF: 08/01/2023 06/20/2023 Engagement Letter Between Hudson Capital Group Ventures and Ryan Urban July 10, 2021 Attention: Mr. Ryan Urban Re: Advisory Services; Project Goldman Snacks This agreement ("Agreement") will confirm the arrangements under which Hudson Capital Group Ventures ("HCGV") has been engaged by Ryan Urban ("Ryan") and any affiliated entities to provide advisory services for the development of a new restaurant and nightclub concept located at 138 Bowery, Snacks," New York, NY ("Project Goldman or the "Project"). 1. Retention (a) Advisory Services: During the term of this engagement, and as mutually agreed upon by Ryan and HCGV, HCGV intends to provide Ryan with financial and project management advice across all phases of the project, which HCGV believes encompasses three phases: - Phase 1 (six months): Strategic Alignment Concept and Planning, Ideation/Planning Capital/Financial Structuring - Phase 2 (six months): Concept Development & Pre-Opening Support - Phase 3: Post-Opening/Asset Oversight (b) Capital Raising Services: In addition, Ryan hereby retains and authorizes HCGV, during the term of this engagement, to act as the sole and exclusive liaison as it relates to any capital raised for the Project beyond what is personally funded by Ryan, which is estimated to be between approximately $1,500,000 to $2,000,000 ("Outside Capital"). Moreover, and for the avoidance of doubt, HCGV will provide liaising assistance as necessary to any potential outside investor sourced by Ryan in addition to investors that are directly sourced by HCGV. 2. Term Ryan hereby engages HCGV for Phase 1 (six months), with optional three-month renewals thereafter. 3. Compensation Ryan hereby agrees to the following compensation structure for HCGV: (a) Advisory Services: - Phase 1: Cash payment of $25,000 per month $150,000 for six months) and an (totaling upfront equity grant in the Project of 2.50%. - Phase 2: Cash payment of $20,000 per month $60,000 for each three-month (totaling period) and an equity grant in the Project of 1.25% upon renewal to commence Phase 2. - Phase 3: Cash payment of $12,500 per month (totaling $45,000 for each three-month period) and an equity grant in the Project of 1.25% upon renewal to commence Phase 3. (b) Capital Raising Services: Ryan hereby agrees to compensate HCGV a one-time fee of $15,000 upon the completion of the raise of Outside Capital. FILED: NEW YORK COUNTY CLERK 08/01/2023 06/20/2023 08:51 10:32 AM INDEX NO. 651660/2023 NYSCEF DOC. NO. 16 10 DoduSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC RECEIVED NYSCEF: 08/01/2023 06/20/2023 4. Cooperation: (a) Ryan shall furnish HCGV with all current and historical materials and information regarding the business and financial condition of the Project and all other information and data, and access to the Project's officers, directors, employees and professional advisors, which HCGV reasonably requests in connection with HCGV's advisory and capital raising activities. All such materials, information and data shall be complete and accurate in all material respects and not misleading. Ryan agrees to promptly advise HCGV of all developments materially affecting the Project, or the completeness or accuracy of the information previously furnished to HCGV, and agrees to promptly notify HCGV prior to taking any material initiatives relating to the Project. (b) Ryan further acknowledges that, except to the extent HCGV, in its sole discretion, diligence" deems necessary to establish applicable "due defenses, HCGV (i) will be relying on information and data provided to HCGV (including, without limitation, information provided by or on behalf of Ryan) without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility for the accuracy or completeness of any such information and data, and (iii) in relying on any financial forecasts that may be furnished to or discussed with HCGV, will assume that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of the Project, as the case may be (and if such forecasts no longer reflect such estimates and judgments, then Ryan will promptly inform, and provide updated forecasts to, HCGV). (c) Ryan agrees that any teaser, confidential information memorandum or other disclosure materials used in connection with the Project shall not contain any untrue statement of material fact, or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. 5. Expenses In addition to any fees that may be paid to HCGV, Ryan will reimburse HCGV, promptly upon receipt of an invoice, for all material out-of-pocket expenses that HCGV incurs related to the Project. For the avoidance of doubt, Ryan has the option to pre-approve any such out-of-pocket expenses prior to the incurrence of such expenses. 6. Indemnification Under no circumstances shall HCGV, in the performance of this Agreement, be liable to Ryan or any other person for any act or omission of HCGV, unless such liability is due to (a) HCGV's gross negligence, bad faith or willful misconduct, b) actions taken by HCGV outside the scope of services under this Agreement, or (c) HCGV's failure or refusal to comply with applicable law with respect to this Agreement or the services in any manner or with HCGV's obligations under this Agreement. FILED: NEW YORK COUNTY CLERK 08/01/2023 06/20/2023 08:51 10:32 AM INDEX NO. 651660/2023 NYSCEF DOC. NO. 16 10 DocuSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC RECEIVED NYSCEF: 08/01/2023 06/20/2023 Ryan hereby agrees to indemnify and hold HCGV harmless from and against all liability, loss, damage, cost or expense, including reasonable fees and costs of attorneys and legal assistants (whenever incurred, whether before trial, at trial or arbitration or mediation proceedings, on appeal or otherwise), by reason of the performance by HCGV of any services under this Agreement, except if due to (a) HCGV's gross negligence, bad faith or willful misconduct, (b) actions taken by HCGV outside the scope of its authority under this Agreement, or (c) HCGV's failure to comply with applicable law in any manner or with his obligations under this Agreement. HCGV hereby agrees to indemnify and hold the Ryan and his affiliates harmless from all liability, loss, damage, cost or expense, including reasonable fees of attorneys and legal assistants (whenever occurred, whether before trial, at trial or arbitration proceedings, on appeal or otherwise), by reason of (a) the gross negligence or willful misconduct of HCGV, (b) actions taken by HCGV outside the scope of his authority under this Agreement, or (c) the failure of HCGV to comply with applicable law in any manner or with his obligations under this Agreement. Ryan may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to HCGV. 7. Termination HCGV's engagement will commence upon the execution of this Agreement by both Ryan and HCGV, and the Agreement will in full remain force and effect (and will not be deemed days' completed) until terminated by either party on ten written notice to the other. If the Agreement is terminated prior to the completion of Phase 1, HCGV shall be entitled to all fees and unreimbursed expenses applicable to the six-month period. Thereafter, if the Agreement is terminated prior to the completion any three-month renewal period, HCGV shall be entitled to all fees and unreimbursed expenses applicable to that three-month period. 8. Governing Law This Agreement and all controversies arising hereunder or relating hereto will be governed by, and construed and enforced in accordance with, the laws of the State ofNew York. If any term, provision, covenant or restriction of this Agreement is held by a court of competentjurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 9. Announcements, etc. Ryan agrees that HCGV may describe the Project in any form of media or in HCGV's marketing materials, stating HCGV's role and other material terms of the Project and using the Project's name and logo in connection therewith. Ryan agrees that any press release it may issue announcing the Project will, at HCGV's request, contain a reference to HCGV's role in connection with the Project in form and substance reasonably satisfactory to HCGV. FILED: NEW YORK COUNTY CLERK 08/01/2023 06/20/2023 08:51 10:32 AM INDEX NO. 651660/2023 NYSCEF DOC. NO. 16 10 DocuSign Envelope ID: 204280CC-99F6-4BOB-90EC-220080A682FC RECEIVED NYSCEF: 08/01/2023 06/20/2023 Please sign below and return to HCGV to indicate your acceptance of the terms set forth herein, and once executed by each of HCGV and Ryan, this Agreement shall constitute a binding agreement between the HCGV and Ryan as of the date first written above. Very truly yours, Hudson Capital DocuSigned by: WMA, 6 a By Ka a G óal fanaging Partner Acknowledged and as to the binding provisions, agreed and accepted: Ryan Urban DocuSigned by: B : Ryan Urban Print Name: CEO Title: