amar_ex101






Donohoe Advisory Associates LLC


Consulting
and Advisory Services



Exhibit 10.1

 


9901
Belward Campus Drive, Suite
175      (240) 403-4180
Office



Rockville, MD
20850         www.donohoeadvisory.com


 







Sent via Electronic Mail (ldiamond@mitescoinc.com)


 


May 19,
2021


 


Mr.
Chun-Hsien Tsai


Chairman
and Chief Executive Officer


Ainos, Inc. (f/k/a Amarillo
Biosciences, Inc.


8880
Rio San Diego Drive, Suite 800


San
Diego, CA 92108


 



Re:           

Exchange
Listing Engagement






 


Dear
Mr. Chun-Hsien:


 


The
purpose of this letter agreement (the “Agreement”) is
to confirm the engagement of Donohoe Advisory Associates LLC
(“Donohoe”) to provide assistance and advice (the
“Services”) to Ainos, Inc. (the “Company”)
in support of the Company’s efforts to obtain a listing on a
national securities exchange (“Exchange”). This letter
will constitute the entire Agreement and sets forth the scope,
timing, retainer, and fee arrangements for the
Services.


 



Scope and Timing of Services


 


The
objective of the engagement is to have Donohoe assist the Company
in connection with its efforts to obtain a listing on an Exchange.
In connection with seeking such listing, Donohoe will advise the
Company regarding the applicable Exchange listing rules, assist the
Company in its interactions with the Exchanges upon which the
Company seeks to list, and otherwise prepare and submit a listing
application and related supporting materials to the Exchange(s).
Donohoe will also serve as the primary point of contact with the
Exchange staff.


 



Retainer, Fees and Billing


 


Upon
execution of this Agreement, the Company shall pay to Donohoe a
retainer fee of $15,000 (the “Retainer
Fee”).1 The Retainer Fee
will be applied to the Company’s monthly invoices until such
time as the Retainer Fee is exhausted or the engagement under this
Agreement ends. If the Retainer Fee is exhausted prior to the
conclusion of the engagement under this Agreement, the parties
shall mutually determine what, if any, additional retainer
fee


 



1 Please make payment by wire
to:










Wells Fargo Bank,
N.A. 



Routing/ABA:
121000248


Acct:
2000043307470


SWIFT
Code: WFBIUS6S


CHIPS
Participant: ABA 0407




 









Ainos, Inc. - Donohoe Advisory Engagement


May 19,
2021


Page
2 of
4


 






 


is
required. Conversely, if upon conclusion of the engagement any
portion of the Retainer Fee remains, such remaining portion will be
refunded to the Company by Donohoe.


 


If the
Company is successful in listing on an Exchange, the Company will
be obligated to pay a “success fee” to Donohoe of
either $7,500 or that number of registered common shares equivalent
to $7,500 divided by the closing price of the Company’s
common stock on the last day of trading on the OTC market. The form
of the success fee will be determined by the Company.


 


The
billing rate for the Services provided by Donohoe and its
principals will be $550.00 per hour. Donohoe will invoice bills and
workflow to the Company on a monthly basis for each month during
which Donohoe has provided the Services. Invoices are due upon
receipt.


 


The
Company may also be billed for reasonable out-of-pocket expenses
such as travel, meals and accommodations incurred by Donohoe in
carrying out the Services, although the Company will not be billed
for telephone, postage or other incidentals in the provision of the
Services by Donohoe. Upon request, reasonable documentation of
expenses incurred by Donohoe will be provided. Payment for expenses
may be deferred to the extent the Company disputes any part of an
invoice. In any event, the parties shall seek to resolve such
dispute promptly and in good faith.


 


In
addition, in the event Donohoe or any of its employees or agents is
asked or authorized by the Company or is required by government
regulation, subpoena, or other legal process to produce documents
or serve as a witness with respect to activities or knowledge
related to this engagement, the Company will reimburse Donohoe for
expenses and professional time at the rate of $550.00 per hour.
Further, the Company will reimburse Donohoe for reasonable fees and
expenses incurred in the retention of separate legal counsel in
responding to such requests.


 



Confidentiality


 


Donohoe
agrees that in connection with the Services to be provided it will
have access to certain Confidential Information (as defined
herein). As a result, Donohoe agrees to hold such Confidential
Information in the strictest confidence and shall not disclose such
Confidential Information without the prior consent of the
Company.


 


For the
purposes of this Agreement, Confidential Information shall be
defined as information and other materials, regardless of the form
of communication, that contain or otherwise reflect information
concerning the Company that Donohoe may be provided in the course
of providing the Services. Information shall not be deemed
confidential if (i) it is in the public domain prior to the
disclosure under this Agreement, (ii) it was previously known to
Donohoe or independently received by Donohoe from a third party not
under a similar obligation of confidentiality or nondisclosure, or
(iii) it was developed independently by Donohoe and not considered
to be Confidential Information.


 




 









Ainos, Inc. - Donohoe Advisory Engagement


May 19,
2021


Page
3 of
4


 






 



Termination


 



This Agreement can be terminated, with or without cause, by either
party upon ten days’ written notice to the other party. Upon
receipt of a notice for termination, Donohoe will immediately cease
providing Services unless such further services are agreed to in
advance by the Company. Notwithstanding any such termination,
Donohoe will continue, post-termination, to honor its obligations
with respect to the confidentiality and non-disclosure of
information obtained during the course of this
engagement.


 



Other Matters


 


Donohoe
will not be providing legal advice to the Company or its management
in connection with this engagement, by signing below, the Company
acknowledges that it has access to separate legal
counsel.


 


In no
event, regardless of the legal theory advanced, shall Donohoe be
liable other than for its gross negligence or willful misconduct,
and any such liability shall be limited to the amount actually paid
to Donohoe under this Agreement. Under no circumstances shall
Donohoe be liable for consequential, incidental, indirect,
punitive, or special damages (including loss of profits, data,
business or goodwill), regardless of the legal theory advanced or
of any notice given as to the likelihood of such damages. If any
portion of this Agreement is held to be void, invalid, or otherwise
unenforceable, in whole or part, the remaining portions of this
Agreement shall remain in effect.


 


[Remainder
of page intentionally left blank]


 




 









Ainos, Inc. - Donohoe Advisory Engagement


May 19,
2021


Page
4 of
4


 






 


 


If
these arrangements are acceptable, please indicate by signing a
copy of this agreement and returning it to the above
address.


 


           Sincerely,


 



/s/ David A. Donohoe


 


David
A. Donohoe, Jr.


President


Donohoe
Advisory Associates LLC


 


Date:
05.19.2021


 


 


Accepted
By: _/s/ Chun-Hsien
Tsai _____


 



Print Name/Title: Chief Executive Officer and Chief
Financial Officer


On
behalf of: Ainos, Inc.


 


Date:
_05-19-2021_____