Exhibit 10.1 


 





RELMADA THERAPEUTICS, INC.


757 Third Avenue, Suite 2018


New York, NY 10017


 


November
10, 2015


 


Maged S. Shenouda


305 West 18th Street, Apt. 4B


New York, NY 10011


 


Dear Mr. Shenouda:


 


On behalf of Relmada Therapeutics, Inc. (the
“Company”), I would like to welcome you to our team. I would also like to take this time to confirm our discussions
with regard to your position on our Board of Directors starting November 12, 2015.


 


		Salary:	$30,000 per year, payable in four equal quarterly installments.



 


		Options:	25,765 options (the “Options”) to purchase shares of the Company’s common share
$0.001 par value (the “Shares”) The Options shall have a term of 10 years and the exercise price of the Options shall
be equal to the share price of the common stock on your start date, November 12, 2015. The Options shall vest as follows: twenty-five
percent (25%) shall vest on the first anniversary of the Effective Date (the “Grant Date”) and the remaining seventy-five
percent (75%) shall thereafter vest in equal quarterly increments of 6.25% of the initial option Grant over the following three
year period. For the avoidance of doubt, the final installment of Options shall vest on November 12, 2019.



 


		Term:	You shall remain as a director of the Company from the Effective Date until your successor, if
any, is appointed or qualified, or resignation, or disqualification (the “Termination Date”). Otherwise, your continuation
as a director of the Company shall be subject to ratification and approval of the majority shareholders entitled to vote in the
2015 annual meeting of shareholders of the Company pursuant to the Company’s Bylaws and Articles of Incorporation, as amended.
You shall be classified as a Class I director and again be up for election at the 2018 annual shareholders meeting, with a three
year term thereafter. If your position is terminated prior to the Termination Date, you shall only be entitled to the Salary payable
and the Options that have vested as of such date. You shall also on the date hereof sign an Indemnification Agreement with the
Company.



 


		Committees:	You agree to me a member of the Company’s Audit Committee. As of the date hereof, annual
compensation for being a member of the audit committee is $6,000.



 






     


     

    

 


In light of receiving the Shares, you hereby
represent and warrant that:


 


		a.	you (i) have adequate means of providing for your current needs and possible personal contingencies,
(ii) have no need for liquidity in this investment, (iii) are able to bear the substantial economic risks of an investment in the
Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) are an “accredited
investor” as defined in the Securities Act of 1933, as amended;



 


		b.	you do not have a preexisting personal or business relationship with the Company or any of its
directors or executive officers, or by reason of any business or financial experience or the business or financial experience of
any professional advisors who are unaffiliated with and who are compensated by the Company or any affiliate or selling agent of
the Company, directly or indirectly, could be reasonably assumed to have the capacity to protect your interests in connection with
the investment of the Company;



 


		c.	you are aware that:



 


		i.	The Shares are not transferable under this Letter Agreement and applicable securities laws; and



		ii.	The Articles of Incorporation and Bylaws of the Company contain provisions that limit or eliminate
the personal liability of the officers, directors and agents of the Company and indemnify such parties for certain damages relating
to the Company, including damages in connection with the Shares and Options and the good-faith management and operation of the
Company;



 


		d.	you have not been furnished any offering literature and has not been otherwise solicited by the
Company;



 


		e.	the Company and its officers, directors and agents have answered all inquiries that you have made
of them concerning the Company or any other matters relating to the formation, operation and proposed operation of the company
and the offering and sale of the Shares;



 


		f.	all information that you have provided to the Company concerning yourself, your financial position
and your knowledge of financial and business matters, including all information contained herein, is correct and complete as of
the date set forth at the end hereof and may be relied upon, and if there should be any material adverse change in such information
prior to this subscription being accepted, you will immediately provide the Company with such information; and



 


		g.	in rendering the services hereunder and in connection with the Shares, you agree to comply with
the applicable federal and state securities laws, the rules and regulations thereunder, the rules and regulations of any exchange
or quotation service on which the Company’s securities are listed and the rules and regulations of the National Association
of Securities Dealers, Inc.



 






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On behalf of the Company’s Board, I would
like to thank you for your time and we look forward to working with you closely to make the Company a success.


 





	Yours truly,	 
	 	 
	/s/ Sandesh Seth	 
	Sandesh Seth	 
	Chairman of the Board	 
	 	 
	Accepted as of the date	 
	first above written (the “Effective Date”)	 
	 	 
	/s/ Maged Shenouda	 
	Maged S. Shenouda	 







 


 


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