Exhibit 10.1


 





CONSULTING/ADVISORY AGREEMENT


 


 


CONSULTING/ADVISORY AGREEMENT
dated as of June 4, 2015 (the “Agreement”) by and between Dr. Terry B. Strom, an individual (the “Consultant”)
and Cell Source, Inc., a Nevada corporation (the “Company”).


 


WHEREAS, the Company
desires to engage Consultant to provide the services described in Schedule A (the “Services”) and Consultant
is willing to be engaged by the Company to provide such services, on the terms and conditions set forth below and described in
Schedule A attached hereto;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company
and Consultant agree as follows:


 


1. Consulting. The
Company hereby retains Consultant, and Consultant hereby agrees to make himself available as a consultant to the Company, upon
the terms and subject to the conditions contained herein. During the Term (as hereinafter defined), Consultant shall provide the
Services to the Company as requested by management and the Company’s Board of Directors.


 


2. Term. Subject
to the provisions for termination hereinafter provided, the term of this Agreement shall commence on May 21, 2015 (the “Effective
Date”) and shall continue until May 21, 2017 (the “Consultant Term”).


 


3. Compensation.
In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company agrees to pay to
Consultant, and Consultant agrees to accept, the compensation set forth in Schedule B (the “Consulting Fee”).
The Company agrees to reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with services performed
under this Agreement, including but not limited to transportation expenses, lodging and meal expenses, lodging, meals, taxis and
trains. Consultant will bill Company quarterly for services rendered, with payment due within 30 days from the date of invoice.


 


4. Termination.
The Company may, in its discretion and at its option terminate this Agreement at any time.


 


5. Confidential
Information. Consultant recognizes and acknowledges that by reason of Consultant’s retention by and service to the Company
before, during and, if applicable, after the Consulting Term, Consultant will have access to certain confidential and proprietary
information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,”
product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and
pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information
(collectively referred to as “Confidential Information”). Consultant acknowledges that such Confidential Information
is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing
by the Company, at any time during the Consulting Term use any Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation except in connection with the performance of Consultant’s duties for the Company
and in a manner consistent with the Company’s policies regarding Confidential Information. Consultant also covenants that
at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through
no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority
over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction
to order Consultant to divulge, disclose or make accessible such information. All written Confidential Information (including,
without limitation, in any computer or other electronic format) which comes into Consultant’s possession during the Consulting
Term shall remain the property of the Company. Except as required in the performance of Consultant’s duties for the Company,
or unless expressly authorized in writing by the Company, Consultant shall not remove any written Confidential Information from
the Company’s premises, except in connection with the performance of Consultant’s duties for the Company and in a manner
consistent with the Company’s policies regarding Confidential Information. Upon termination of this Agreement, the Consultant
agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer
or other electronic format) in Consultant’s possession.


 






    	 



    	 



    

 


6. Independent
Contractor. It is understood and agreed that this Agreement does not create any relationship of association, partnership or
joint venture between the parties, nor constitute either party as the agent or legal representative of the other for any purpose
whatsoever; and the relationship of Consultant to the Company for all purposes shall be one of independent contractor. Neither
party shall have any right or authority to create any obligation or responsibility, express or implied, on behalf or in the name
of the other, or to bind the other in any manner whatsoever.


 


7. Conflict of
Interest. The Consultant and the Company hereby agree that there is no conflict of interest in connection with the retention
by the Company of the Consultant pursuant to this Agreement.


 


8. Waiver of Breach.
The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be construed as a waiver of
any subsequent breach.


 


9. Binding Effect;
Benefits. None of the parties hereto may assign his or its rights hereunder without the prior written consent of the other
parties hereto, and any such attempted assignment without such consent shall be null and void and without effect. This Agreement
shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns,
heirs and legal representatives.


 


10. Notices.
All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed
to have been duly given (a) when delivered in person, (b) one (1) business day after being mailed with a nationally recognized
overnight courier service, or (c) three (3) business days after being mailed by registered or certified first class mail, postage
prepaid, return receipt requested, to the parties hereto at:


 






    	2



    	 



    

 


	If to the Company, to :	 
	 	 
	Itamar Shimrat	 
	Email:  ishimrat@cell-source.com	 
	 	 
	If to the Consultant, to:	 
	 	 
	Dr. Terry B. Strom	 
	Email:  tstrom@bidmc.harvard.edu	 


 


11. Entire Agreement;
Amendments. This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written,
between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed orally, but only by an
agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is sought.


 


12. Severability.
The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of this Agreement or
the remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.


 


13. Governing Law;
Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of New York
without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits himself or itself for
the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state courts in the
State of New York.


 


14. Headings.
The headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope
of this Agreement or the intent of the provisions thereof.


 


15. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument. Signatures evidenced by facsimile transmission will be accepted as original signatures.


 


[SIGNATURE PAGE FOLLOWS]


 






    	3



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed as of the date first above written.


 


 


 


	 	Cell Source, Inc.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Itamar Shimrat
	 	 	Name: Itamar Shimrat
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	CONSULTANT
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Dr. Terry B. Strom
	 	Name:  Dr. Terry B. Strom


 






    	4