Exhibit
10.1


 


CONSULTING
AGREEMENT


 


THIS
CONSULTING AGREEMENT (the “Agreement”) is made effective this 1st day of October 1, 2021, between Apogee Partners LLC,
a New Jersey limited liability company (the “Consultant”), and Propane Biopharma, Inc., a Delaware corporation (the
“Company”).


 


WHEREAS,
the Company needs certain consulting and advisory services; and


 


WHEREAS,
the Consultant possesses considerable industry knowledge and experience that is valuable to the Company; and


 


WHEREAS,
the Consultant has agreed to perform consulting work for the Company with respect to the services (the “Services”) detailed
in the Term Sheet executed by the parties and attached hereto as Exhibit A (the “Term Sheet”).


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


ARTICLE
1- SCOPE OF WORK.


 


1.1
Services - The Company shall engage the Consultant, and specifically its President, Paul Patrizio, to provide the Services detailed
in the Term Sheet on the terms and conditions that follow.




 


1.2
Time and Availability - The Services shall be performed at such place or places as the Consultant deems reasonable giving due regard
to the needs of the Company’s business. Consultant shall devote such of his time and business efforts to the performance of the
Services as Consultant as set forth in the Term Sheet.




 


1.3
Confidentiality - In order for the Consultant to perform the Services, it may be necessary for the Company to provide the Consultant
with Confidential Information (as defined below) regarding the Company’ s business and products. The Consultant agrees to be bound
by the terms of Article 5 hereof.




 


1.4
Standard of Conduct - In rendering the Services under this Agreement, the Consultant shall conform to high professional standards
of work and business ethics. The Consultant shall not use time, materials, or equipment of the Company without the prior written consent
of the Company.


 


1.5
Outside Services - The Consultant shall not use the service of any other person, entity or organization in the performance of the
Consultant’s duties without the prior written consent of the Company. Should the Company consent to the use by the Consultant of
the services of any other person, entity or organization, no information regarding the Services to be performed under this Agreement
shall be disclosed to that person, entity or organization until such person, entity or organization has executed an agreement to protect
the confidentiality of the Company’s Confidential information (as defined below) and the Company’s absolute and complete
ownership of all right, title and interest in the work performed under this Agreement.


 


1.6
Reports - The Consultant shall, periodically and when specifically requested by the Company, provide the Company with written
reports of his observations and conclusions regarding the Services. Upon the termination of this Agreement, the Consultant shall,
upon the request of Company, prepare a final report of the Consultant’s activities.


 




    	 



     


    

 


ARTICLE
2 - INDEPENDENT CONTRACTOR.


 


2.1
Independent Contractor - The Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any
other service relationship with, the Company. The Consultant is not authorized to speak for, represent, or obligate the Company in any
manner without the prior express written authorization from an officer of the Company.




 


2.2
Indemnification - The Company agrees to the indemnification and other obligations set forth in Exhibit B attached hereto,
which Exhibit B forms an integral part of this Agreement and is incorporated by reference herein.


 


2.3
Taxes - The Consultant shall be responsible for all taxes arising from compensation as per Section 3.1 below under this Agreement,
and shall be responsible for all payroll taxes and fringe benefits of the Consultant’s employees. Neither federal, nor state,
nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of the Consultant or its employees.
The Consultant understands that it is required to pay, according to law, the Consultant’s taxes and the Consultant shall, when
requested by the Company, properly document to the Company that any and all federal and state taxes have been paid. All reimbursements
as per Section 3.2 are not and shall not be reported to the IRS as taxable income.




 


2.4
Benefits -The Consultant and the Consultant’s employees will not be eligible for, and shall not participate in, any employee
pension, health, welfare, or other fringe benefit plan, of the Company. No workers’ compensation insurance shall be obtained by
the Company covering the Consultant or the Consultant’ s employees.


 


ARTICLE
3- COMPENSATION FOR CONSULTING SERVICES.


 


3.1
Compensation - In consideration for the Services, the Consultant shall be entitled to receive a monthly cash payment in accordance
with the Term Sheet. In addition, the Consultant shall be entitled to the Equity Payments, Milestone Bonuses and a Success Bonus, all
as set forth in the Term Sheet. The Consultant shall not be entitled to any additional compensation from the Company for any other
services rendered by the Consultant without the express approval of the Company and its Chief Executive Officer.


 


3.2
Reimbursement -The Company agrees to reimburse the Consultant for all actual reasonable and necessary expenditures, which
are directly related to the Services. Expenses will only be reimbursed if the Company had given prior approval of the expenditure. Expenses
incurred by the Consultant will be reimbursed by the Company within thirty (30) days of the Consultant’s proper written request
for reimbursement which includes all proper documentation.


 


ARTICLE
4 - TERM AND TERMINATION.


 


4.1
Term - This Agreement shall be effective as of the date of this Agreement and shall continue in full force and effect for 36 consecutive
months. The Company and the Consultant may negotiate to extend the term of this Agreement and the terms and conditions
under which the relationship shall continue. The Company or Consultant may cancel this agreement on thirty (30) days ‘ notices, as per section 9.9 below.


 


4.2
Responsibility upon Termination - Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s
Services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon
the termination of this Agreement, be returned to the Company.


 


4.3
Survival - The provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive the termination of this Agreement and
remain in full force and effect thereafter.




 




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ARTICLE
5 - CONFIDENTIAL INFORMATION.


 


5.1
Obligation of Confidentiality - In performing the Services under this Agreement, the Consultant may be exposed to and will
be required to use certain “Confidential Information” (as hereinafter defined) of the Company. The Consultant agrees
that the Consultant will not and the Consultant ‘s employees, agents or representatives will not, use, directly or indirectly ,
such Confidential Information for any purpose other than providing the Services and will not use for the benefit of any person,
entity or organization other than the Company, or disclose such Confidential Information without the written authorization of the Company,
either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information
..


 


5.2
Definition - “Confidential Information” means information, not generally known, and proprietary to the
Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents
or trade secrets, confidential or secret designs, processes, formula, source codes, plans, devices or material , research and
development , proprietary software, analysis, techniques, materials or designs (whether or not patented or patentable), directly or indirectly
useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems
and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential
information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with
during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe
to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential
Information. Confidential Information does not include information that (i) is or later becomes available to the
public through no breach of this Agreement by the recipient; (ii) is obtained by the recipient from a third party who had the legal right
to disclose the infom1ation to the recipient; (iii) is already in the possession of the recipient on the date this Agreement becomes
effective; or (iv) is required to be disclosed by law, government regulation, or court order.


 


5.3
Property of the Company - The Consultant agrees that all plans, manuals and specific materials developed by the Consultant on behalf
of the Company in connection with the Services rendered under this Agreement, are and shall remain the exclusive property of the Company.
Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, the Consultant shall return
to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in
connection with services to be rendered hereunder, including without limitation all Confidential Information, together with all
copies and abstracts thereof.


 


5.4
Intellectual Property - Title to all inventions and discoveries made by the Consultant resulting from the work performed hereunder
shall reside in the Company; title to all inventions and discoveries made by the Company resulting from the research performed hereunder
shall reside in the Company; title to all inventions and discoveries made jointly by the Consultant and Company resulting from the consultancy
hereunder shall reside with the Company solely. The Consultant reserves the right to give notice to the Company and use, apply and profit
from the above if the Company elects not to use or put into practice or outside the store fixture industry. Title to all inventions and
discoveries made by the Consultant prior to this agreement shall reside with the Consultant.


 




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ARTICLE
6-DATA.


 


6.1
Data - All drawings, models, designs, formulas, methods, documents and tangible items prepared for and submitted to the Company
by the Consultant in connection with the services rendered under this Agreement shall belong exclusively to the Company
and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items
may not, by operation of law, be works made for hire, the Consultant hereby assigns to the Company the ownership of copyright or mask
work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright,
or mask work registration, and any other registration and similar protection which may be available in the Deliverable
Items. The Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights.


 


ARTICLE
7 -NON- SOLICITATION.


 


The
Consultant covenants and agrees that during the term of this Agreement, the Consultant will not, directly or indirectly, through an existing
corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with,
on a part-time, consulting, advising or any other basis, other than on behalf of the Company, any customer or client of, or any employee
or independent contractor employed by, the Company while the Consultant is performing the Services for the Company.


 


ARTICLE
8 - RIGHT TO INJUNCTIVE RELIEF.


 


The
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests
of the Company, are reasonable in scope and duration, and are not unduly restrictive . The Consultant further acknowledges that a breach
of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at
law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief,
including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement
between the parties. The Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering
injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.


 


ARTICLE
9 - GENERAL PROVISIONS.


 


9.1
Construction of Terms- If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision
shall be severed and shall not affect the validity or enforceability of the remaining provisions.


 


9.2
Governing Law - This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of
conflicts) of the State of New Jersey.




 


9.3
Complete Agreement -This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement
of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject
of this Agreement, whether written or oral.




 


9.4
Jurisdiction and Venue - The parties acknowledge that all of the negotiations, anticipated perfom1ance and execution of this
Agreement occurred or shall occur in the State of New Jersey, and that, therefore, without limiting the jurisdiction or venue of any
other federal or state courts, each of the parties irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding
arising out of or relating to this Agreement may be brought in the state or federal courts of record of the State of New Jersey (b)
consents to the jurisdiction of each such court in any suit, action or proceeding; (c) waives any objection which it may have
to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may
be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or
court rules in said state.


 




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9.5
Modification - No modification, termination or attempted waiver of this Agreement, or any provision thereof, shall be valid unless
in writing signed by the party against whom the same is sought to be enforced.


 


9.6
Waiver of Breach - The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other or subsequent breach by the party in breach.




 


9.7
Successors and Assigns - This Agreement may not be assigned by either party without the prior written consent of the other party;
provided, however, that the Agreement shall be assignable by the Company without the Consultant’s consent in the event the Company
is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding
upon and inure to the parties hereto, their successors and assigns.


 


9.8 
No Conflict - The Consultant warrants that the Consultant has not previously assumed any obligations inconsistent with those undertaken
by the Consultant under this Agreement.


 


9.9
Notices - Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when
delivered personally or by overnight courier or sent by fax (upon customary confirmation of receipt), 48 hours after being deposited
in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s
address as set forth above, or by email.


 


9.10
Counterparts - This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. Delivery of an executed counterpart of this Agreement via facsimile transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


IN
WITNESS WHEREOF, this Agreement is executed as of the date set forth above.


 


Apogee Partners LLC


 


	By:	/s/ Paul
    Patrizio	 
	Name:
    	Paul
    Patrizio	 
	Title:	President	 
	 	 	 
	Propane
    Biopharma, Inc.	 
	 	 	 
	By:	/s/
    James Nathanielsz	 
	Name:
    	James
    Nathanielsz	 
	Title:	CEO	 


 




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EXHIBIT
A


 


EXECUTED
SUMMARY TERM SHEET


 




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SUMMARY
TERM SHEET


 


	Objective:	This
    Term Sheet shall set forth the basic terms whereby Propane Biopharma, Inc., a Delaware corporation (the “Company”)
    engages the services of Paul Patrizio (“Patrizio”) to assist in the development of the Company’s business and financing
    activities.
	 	 
	Role/Title:	Vice
    Chairman, President, and Interim CFO
	 	 
	Services:	Perform
    the Services as required to fulfill the role and titles set forth above to achieve the objectives mutually agreed to by the parties
    hereto, with an estimated time allocation of 50 hours a month as a Director and Officer (D&O) of the Company, or 25 hours a month
    as a consultant.
	 	 
	D&O:	The
    Company will obtain D&O insurance as a condition of Patrizio assuming D&O roles with the Company.
	 	 
	Term:	3
    years commencing on 10/01/2021, unless terminated before the 3-year anniversary date.
	 	 
	Compensation
    :	Prior
    to D&O: consultant at $7,000 a month
	 	 
	 	Annual
    Salary— $150,000 (plus $1,500/mo. expense allowance)— Can increase upon substantial funding
	 	 
	 	Equity
    — To be issued common shares equal to 1% of the total outstanding shares at the end of each year of service.
	 	 
	 	Milestone
    Bonuses: At Discretion of Board and can be paid in stock or cash.
	 	 
	 	Success
    Bonus : To be issued the number of common shares equal to 7% of the total issued and outstanding fully diluted common shares: of
    the Company a.t the time of a success event such as a NASDAQ Listing or the Sale of the Company in addition to a payment in cash
    of $250,000.
	 	 
	Time
    Commitment:	It
    is understood by the Company that Patrizio has commitments and activities other than to the Company; however, Patrizio will commit
    the necessary time to fulfill the duties required of him as described herein.
	 	 




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	Status:	Patrizio
                                            shall be engaged as an independent contractor if permitted by law and perform his services
                                            through a service entity.



 


	Agreed
    and accepted this 5th day of October 2021 by	 	Agreed
    and accepted this 5th day of October 2021 by
	 	 	 
	PROPANC
    BIOPHARMA, INC.	 	PAUL
    PATRIZIO
	 	 	 	 	 
	 	/s/ James Nathanielsz	 	 	/s/ Paul
    Patrizio
	Name:	James
    Nathanielsz	 	Name:	Paul
    Patrizio
	Title:	CEO	 	Title:	Esq.



 



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EXHIBIT
B


 


Indemnification
Agreement


 


This
Exhibit B is a part of and is incorporated into that certain engagement
agreement (together, the “Agreement”) by and between the Company and the Consultant. Unless otherwise defined herein,
capitalized terms used in this Exhibit B and defined in the letter agreement described above shall have the same meaning when
used in this Exhibit B.


 


The
Company shall indemnify and hold harmless Consultant, any affiliate
of Consultant, and each person, if any, who controls Consultant or such affiliate within the meaning of Section 15 of the Securities
Act of 1933, as amended (the “1933 Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934
Act”), and each member, director, officer, partner, employee, agent, and counsel of Consultant, of any such affiliate, or of
any such controlling person (each, an “Indemnified Person”) in respect of any and all losses, claims, damages, or
liabilities, joint or several, to which any such Indemnified Person may become subject under any statute, under common law, or otherwise,
and whether or not involving a third party, relating to or arising out of (i) the contents of oral or written information provided by
the Company, its employees or its other agents, which information either the Company or Consultant provides to any actual or potential
buyers, sellers, investors or offerees, (ii) any other action or failure to act by the Company, its employees or its other agents of
Consultant in accordance with and at the Company’s request or with the Company’s consent or (iii) the engagement contemplated
by the Agreement or any transaction or conduct in connection therewith and to reimburse each Indemnified Person as and when incurred
for any legal or any other expenses incurred by such Indemnified Person in connection with investigating or defending against any such
loss, claim, damage, or liability or providing evidence, producing documents, appearing as a witness or taking any other action in respect
thereto (whether or not Consultant is itself a defendant in, or target of, the action, proceeding, or investigation in respect of which
indemnity or reimbursement may be sought and whether or not such action, proceeding, or investigation involves a third party); provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability is found
in a final judicial determination, not subject to further appeal, to have resulted primarily and directly from the willful misconduct
or gross negligence of an Indemnified Person, in which event any reimbursement or payment previously made to any Indemnified Person in
connection with any such loss, claim, damage, or liability will be returned to the Company. The foregoing indemnity shall be in addition
to any liability that the Company may otherwise have to the Indemnified Persons at common law or otherwise. The indemnity and reimbursement
of expenses provided for in this Paragraph and the contribution rights provided for below are in addition to, and not subject to the
limitations of, any retainer, compensation, and reimbursement of expenses provided for in the Agreement. The Company also agrees that
no Indemnified Person shall have any obligation (whether direct or indirect, in contract. tort. or otherwise) to the Company or any of
its directors. officers. employees. agents. counsel. or controlling persons, arising out of, based upon, or in connection with the matters
specified in the preceding sentence, except for any such obligation for losses, claims, damages, and liabilities that are found in a
final judicial determination, not subject to further appeal, to have resulted primarily and directly from the willful misconduct or gross
negligence of such Indemnified Person and except for the contribution rights provided for below.


 





The
Company shall not be liable for the settlement by any Indemnified Person of any action, proceeding or investigation effected without
its consent, which consent will not be unreasonably or untimely withheld. The Company shall not, without the prior written consent of
Consultant, settle or compromise any action, proceeding or investigation (whether or not Consultant or any other Indemnified Person is
an actual or potential party to such action, proceeding or investigation), or permit a default or consent to the entry of any judgment
with respect thereto. unless such settlement. compromise. default or consent includes. as an unconditional term thereof, the giving by
the party other than the Company thereto of an unconditional general release to all Indemnified Persons from all liability in respect
of such action, proceeding, or investigation.


 






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In
order to provide for just and equitable contribution, if (a) a claim for indemnification pursuant to the Agreement (subject to the limitations
hereof) is made by an Indemnified Person but it is found in a final judicial determination, not subject to further appeal, that such
indemnification may not be enforced in such case, or (b) contribution under the 1933 Act, the 1934 Act or otherwise may be sought by
the Company, Consultant or another Indemnified Person, then the Company on the one hand, and Consultant and the other Indemnified Persons
collectively on the other hand, shall contribute to the losses , claims, damages or liabilities to which they may be subject in either
such case (after contribution from others) in accordance with (i) the relative benefits received by the Company on the one hand and Consultant
on the other hand or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the
one hand and Consultant on the other hand in connection with the statement, act or omission which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph
the relative benefits to the Company and Consultant of any contemplated transaction that is the subject of this Agreement (whether or
not such transaction is consummated) shall be deemed to be in the same proportion that the total value of the consideration paid or issued
or contemplated to be paid or issued in the transaction bears to the fees paid or to be paid to Consultant under the Agreement; provided,
however, that, to the extent permitted by applicable law, in no event shall the Indemnified Persons be required to contribute an
aggregate amount in excess of the aggregate fees actually paid to Consultant under the Agreement. For the purpose of determining
the extent to which Consultant and the Indemnified Persons on the one hand, and the Company on the other hand, have satisfied the respective
obligations to contribute under this Paragraph, amounts paid by each party shall include amounts paid by any person who is an affiliate
or actually or allegedly controls such person, in each case within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found
liable for such fraudulent misrepresentation . The foregoing contribution agreement shall, to the extent permitted by law, supersede
the contribution liabilities of any persons having liability under the 1933 Act, the 1934 Act or otherwise. If the law does not permit
the full amount of the contribution specified in this Paragraph to be made, then the party seeking contribution and each person
who controls such party shall be entitled to contribution hereunder to the fullest extent permitted by law.


 


The
provisions of this Exhibit B shall continue to apply and shall remain in full force and effect regardless of any modification or termination
of the Agreement or the completion of Consultant’s services under the Agreement.


 




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