Exhibit 10.6


 





 


100 Somerset Corporate Blvd 2nd
Floor


Bridgewater Township, New Jersey 08807


 


April 13, 2021


 


Pasithea Therapeutics Corp.


 


111 Lincoln Road Suite 500


Miami Beach, Florida 33129


ATTN: Dr. Tiago Reis Marques


 


In order to document the understanding between
as to the scope of the work that Brio Financial Group will perform, as well as certain other matters, we are entering into this Agreement
with Pasithea Therapeutics Corp. (“you” or the “Company”). To avoid any misunderstandings, this Agreement defines
the services we will perform for you as well as your responsibilities.


 


SCOPE OF WORK


 


Monthly/Quarterly Services:


 


	●	We will assist you with preparing your quarterly and annual financial statements, including the accompanying notes, in accordance with Generally Accepted Accounting Principles (GAAP) as applied by the Company. The Company is responsible for entering all operating transactions and performing ledger reconciliations. We will coordinate this effort with Company personnel and the Company’s independent auditor. Our engagement does not include any audit or review services in relation to the Company’s financial statements.
	 	 
	●	We will review your general ledger trial balance on a monthly basis and, if we become aware of any adjustments that may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management approval. We will maintain an internal stock ledger and internal stock purchase warrants and stock option ledgers, utilized for accounting valuation and disclosure purposes.
	 	 
	●	We will assist you in the accounting of complex financial instruments and other complex accounting transactions, such as the valuation, recognition, reporting and disclosure of all equity transactions and complex financial instruments. We will prepare and document our analysis so that you can provide the analysis to your independent auditors.
	 	 
	●	We will assist in the preparation of the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) portion of any quarterly and annual reports of the Company. You further acknowledge that we do not render legal advice.



 






     


     


    

 


	●	You acknowledge that it is the responsibility of the Company to make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, and that our responsibility is limited to assisting you with the preparation of GAAP financial statements using management’s books, records, and accounts. We are not being engaged to file 1099’s or other tax compliance returns.
	 	 
	●	We will assist the Company’s in evaluating the Company’s internal controls over financial reporting.
	 	 
	●	At your request we will be available for conference calls with management and your Board of Directors or the Audit Committee of your Board of Directors. We will prepare a board package containing supplemental financial information and key performance indicators for each meeting of the Board of Directors.
	 	 
	●	At your request we, we will provide an Interim Chief Financial Officer (“ICFO”) to the Company (Stan Gloss). The ICFO will act in this capacity until the Company identifies a full time Chief Financial Officer. The Company will need to enter into a separate arrangement with the ICFO, referencing the terms of this Agreement. The ICFO will require the Company to have sufficient Directors and Officers insurance in place.


 


The services to be furnished to the Company are
not designed to guarantee the accuracy of the financial statements and cannot be relied upon to detect fraud or errors, should any exist.
However, should any fraud or errors come to our attention; we will report them to you, except for any errors which are clearly inconsequential.
In addition, during the course of our engagement, financial statement misstatements may be identified, either through our work or through
communication by your employees to us, and we will bring these misstatements to your attention. The Company is solely responsible for
any misstatements, as well as any corrective adjustments, although we may propose adjustments.


 


Notwithstanding any provision of this Agreement
to the contrary, we will not be responsible for detecting errors or evidence of fraud or illegal acts that may exist in your books, records,
accounts, or operations (provided, however, that we will inform the appropriate level of management of any evidence of fraud or possible
illegal acts or errors that come to the attention of us, except for any errors which are clearly inconsequential). We will have no responsibility
to identify or communicate significant deficiencies or material weaknesses in the Company’s internal control over financial reporting
as part of its engagement under this Agreement. However, if we identify significant deficiencies or material weaknesses, we will report
them to management.


 


Pricing


 


We will perform the services for a monthly fixed
fee of $7,500, billed and payable on the Fifteenth of every month, commencing April 15, 2021. The Company will also be billed
for travel and other out-of-pocket costs, such as report production, postage, etc.


 






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Additional work not expressly provided for in
this Agreement, such as work for due diligence reviews for potential acquisitions, current reports on Form 8-K, analysis for additional
debt and equity raises, and additional travel for attendance in person at Board of Director or other meetings are not included in the
above estimate. Services such as these will be billed at our standard hourly rates ($110/hour for staff accountant, $250/hour for Director
level, and $325/hour for Managing Member) unless an additional engagement letter and pricing scheme is in place. Please note that if there
is a significant change in the company’s business or number of transaction, the fixed monthly rate will need to be re-negotiated
and a new agreement will need to be put into place prior to additional work being performed by Brio Financial Group.


 


In accordance with our usual procedures, we will
present invoices on a monthly basis with payments due by end of month. We reserve the right to suspend services whenever an invoice remains
unpaid for more than 45 days.


 


In addition, we request 25,000 restricted shares,
issuable to Brio Financial Group, LLC fully vesting over the 1 year term of the Agreement, and we request an issuance of 100,000 additional
employee stock option issued to the ICFO, at the public offering exercise price, fully vested upon the execution of this Agreement.


 


E-mail Communication


 


In connection with this engagement, we may communicate
with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed, or otherwise used or communicated by an
unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee
or warrant that e-mails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim any liability
or responsibility whatsoever for interception or unintentional disclosure or communication of e-mail transmissions, or for the unauthorized
use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard, you agree that
we shall have no liability for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any
consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication
of confidential or proprietary information.


 


Compelled Disclosure


 


In the event that we or any of its affiliates,
or any of its or their members, managers, partners, directors, officers and employees are requested or become legally compelled (by oral
questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose
any information regarding the Company or the services provided hereunder, the Company (to the extent permitted) will be provided with
prompt written notice thereof, so that the Company may seek a protective order or other appropriate remedy at its own option and expense.
The Company shall reimburse us for all costs and expenses, including attorneys’ fees, which we and its affiliates, and its and their
members, managers, partners, directors, officers and employees incur in connection with such requested or compelled disclosure, whether
or not any such protective order or other remedy is sought or obtained.


 






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Indemnification


 


The Company shall defend, indemnify, and hold
us and its affiliates, and its and their members, managers, partners, directors, officers and employees, harmless from and against all
claims asserted by a third party (or parties) and related damages, losses, or expenses, including, but not limited, to attorneys’
fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates, including, but not limited to acts
or omissions in the maintenance of the Company’s books, records, and accounts, in the preparation or use of the Company’s
financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities and Exchange Commission,
and in the design and maintenance of disclosure controls and procedures and internal control over financial reporting.


 


Limitation on Liability


 


Our maximum liability hereunder for any reason
shall be limited to the aggregate amount of the fees paid by the Company to us for the twelve months immediately preceding the date of
the applicable claim, except to the extent that it is finally determined that the Company has incurred actual direct damages that have
resulted from the gross negligence or willful misconduct of us, in which case our maximum liability hereunder shall be limited to such
actual direct damages.


 


UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on
liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort, or otherwise.


 


Waiver


 


The failure of any party to this Agreement at
any time to require the performance of any provision of this Agreement shall in no manner affect the right to enforce the same, and no
waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or otherwise) shall be deemed or construed
as a further or continuing waiver of such provision or any other provision of this Agreement.


 


Third-Party Rights


 


No provision of this Agreement shall in any way
inure to the benefit of any third person (including the public at large) so as to make any such person a third-party beneficiary of this
Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto.


 


Severability


 


If any provision of this Agreement, as
applied to any party or to any circumstances, shall be found by a court of competent jurisdiction to be void, invalid, or
unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any
other circumstances, or the validity or enforceability of this Agreement.


 


Entire Agreement


 


This Agreement contains the entire understanding
of the parties hereto relating to the subject matter of this Agreement and supersedes all prior and collateral agreements, understandings,
statements, and negotiations of the parties.


 






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Governing Law


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey without regard to any laws that might otherwise govern under applicable principles
of conflicts of laws.


 


Dispute Resolution


 


If any dispute arises among the parties, they
agree to try first in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its
Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the event of a dispute over fees, each of us is
giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration
for resolution. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement
(whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall
be awarded its reasonable attorney fees, and costs and expenses incurred.


 


Term


 


This Agreement will commence on the date hereof
and will continue in effect until March 31, 2022. It is understood that either party may terminate this Agreement at any time, for any
reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date
of termination are to be paid in full within 10 days from the date of termination. Any and all financial and other information in Brio
Financial’s possession at the time of termination must be turned over to the Company, including but not limited to quarterly and
annual financial statements, accompanying footnotes, ledgers, workpapers, MD&A, proposed adjustments with supporting documentation,
any other work product prepared by Brio Financial on behalf of the Company.


 






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We would like to take this opportunity to express
our appreciation for the opportunity to offer our services to your organization.


 


Very truly yours,


 


Brio Financial Group


 


Acceptance:


 


This letter correctly sets forth the understanding
of PasitheaTherapeutics Corp


 


		 
	Dr. Tiago Reis Marques Chief Executive Officer	 
	 	 
	 	 
	Date	 


 


 


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