Exhibit
10.1


 


**CERTAIN
INFORMATION, MARKED BY [******], HAS BEEN EXCLUDED BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL
IF PUBLICLY DISCLOSED.**


 


	 		 


 


		


 


Strategic
Partnership Agreement:


 


This
Strategic Partnership Agreement (SPA) dated November 23, 2020 is made between:


 


Kraig
Biocraft Laboratories, Inc. 


 


Of


 


2723
South State Street Suite 150Ann Arbor, Michigan 48104 (hereafter “KBLB”)


 


and


 


Mthemovement
Kings Pte Ltd


 


Of


 


NORDCOM
TWO, 2 Gambas Crescent, #06-10, Singapore 757044. (hereafter “MK”).


 




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IF PUBLICLY DISCLOSED.**


 


1.
Purpose




 


The
purpose of this SPA is to outline how KBLB and MK will work together to maximise the benefits from mutual interests
in translating areas of existing science into business practice, as well as identifying strategic markets in the fashion industry
to expand the market for KBLB’s technology.


 


	●	This
    SPA is legally binding, except as specifically set out below.
	 	 
	●	This
    SPA can be amended only in writing and subject to agreement by both KBLB and MK.


 


2.
Scope


 


The
scope of this SPA covers the science and innovation of mutual interest to KBLB and MK and the associated strategies and business
needs. It also includes a package that ensures the off-take and deployment of the Spidersilk being used in Multicomponent Fabrics
which will be then committed in volume sales to International brands under the responsibility of MK


 


3.
Expectations and Benefits


 


Under
the terms of this SPA KBLB and MK seek, within the scope of this agreement, to:


 


	●	Create
    mutual understanding of the strategy and business needs of both organisations to enable broader understanding for KBLB of
    the benefits and opportunities of working with MK and assist MK’s understanding of the benefits and opportunities of
    working with KBLB;
	 	 
	●	Identify
    synergies between MK and Spidersilk-funded research, facilities and training activities where they relate to KBLB business
    strategies;
	 	 
	●	Create
    opportunities for joint or allied funding of activities and projects which translate science into innovative tools or solutions
    for use by MK;


 




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	●	Influence
    KBLB research and by articulating MK’s market long-term research, translation and product development needs with KBLB,
    and encouraging a culture change in the KBLB research community to address KBLB (and its stakeholders) needs;
	 	 
	●	Commit
    to the purchase of material produced by KBLB to the amount of USD$3,000,000 (USD Three Million) in the first year from this
    SPA, USD$5,000,000 (USD Five Million) in the second year from this SPA, USD$12,000,000 (USD Twelve Million) in the third year
    from this SPA, and a commitment of USD$12,000,000 (USD Twelve Million) and projected purchase of USD$20,000,000 (USD Twenty
    Million) in the fourth year of this SPA;
	 	 
	●	Create
    a unique brand co-owned by KBLB and MK for the fashion market (SpydaSilk);
	 	 
	●	Support
    the pre-competitive research, translation of research, and activities in priority areas that align with KBLB strategies, working
    with other organisations where appropriate; and
	 	 
	●	Act
    mutually as advocates for commercial product research when interacting with decision-makers and other stakeholders.


 


4.
The Working Relationship


 


Specific
activities developed through this working relationship for the SpydaSilk brand and related activities will be detailed in Annex
C that will be appended to this SPA as and when KBLB and MK agree to initiate joint activities. The implementation, management
and control mechanisms for each activity will be defined in Annex C. This will include the scope of the activity, the type of
activity, joint financial and resourcing arrangements, timescales, management, impact plan, peer review procedures, monitoring
and evaluation processes.


 


Activities
may include, but are not limited to:


 


	●	sharing
    and development of relevant strategies,
	 	 
	●	mapping
    connections and priorities,
	 	 
	●	events
    display of collaboration branding for marketing,
	 	 
	●	events
    such as workshops/networking meetings/problem clinics to explore the research base in areas of interest to KBLB,


 




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	●	people
    exchange,
	 	 
	●	market
    research syntheses to provide the evidence for KBLB decision-makers,
	 	 
	●	funding
    for collaborative projects to translate KBLB science into commercial products,
	 	 
	●	identification
    of opportunities for mutual use of facilities,
	 	 
	●	evaluating
    the benefit of collaboration, and
	 	 
	●	introductions
    to third parties that can assist in defining and scoping areas of interest to KBLB.


 


5.
Management of the Partnership


 


The
partnership will be managed through a Steering Board which will meet twice per annum.The Steering Board will review the collaborative
activities in Annex D and agree new activities based on the alignment of strategy and objectives, levels of engagement and commitment
between the Parties, communications, forthcoming opportunities.


 


6.
Intellectual Property and Data


 


As
part of any collaboration, intellectual property will be handled on a case-by-case basis, with the following basic governing principles:


 


	●	Background
    IP for the Spidersilk technology will remain a 100% KBLB ownership share;
	 	 
	●	The
    ownership of Foreground IP SpydaSilk brand logo will remain a [******] KBLB and [******] MK ownership  share. Through
    which licensing arrangements may be entered into as part of any project or programme and profits shared according to the share
    percentage of the Brand IP;
	 	 
	●	Licence
    conditions for foreground IP would be anticipated to allow the research organisation and KBLB to develop opportunities arising
    from its development.


 


7.
Brand Protection


 


This
paragraph is legally binding. KBLB and MK require that any SPA should protect the SpydaSilk brand and its use. Accordingly, the
attached Annex B shall apply to this SPA.


 




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IF PUBLICLY DISCLOSED.**


 


8.
Exclusivity


 


KBLB
shall grant to the joint venture and SpydaSilk brand an exclusive geographic license to all KBLB technologies for the Association
of Southeast Asian Nations (ASEAN). These countries include; Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines,
Singapore, Thailand, and Vietnam.


 


9.
Commencement, duration and termination


 


The
effective commencement date of this working relationship will be the date of the signing of this SPA and the working relationship
shall remain in force for a period of 60 months from the commencement date.


 


Upon
commencement, and as consideration for its ownership position in the SpydaSilk brand and Joint Venture, KBLB shall issue 1,000,000
share of KBLB stock to MK.


 


Upon
commencement, and as consideration for the exclusive sales agreement, MK will issue to KBLB a prepayment of $250,000 to be credited
to the first shipment of spidersilk thread.


 


The
working relationship can be terminated at any time by any Party following a consultation period of 120 (one hundred and twenty)
calendar days or such period as agreed otherwise between the parties and thereafter giving 60 (sixty) calendar days written notice
of termination to the other Party. In such circumstances, MK will prepare an up to date statement of account if applicable. If
applicable, and in accordance with this statement of account, the terminating Party will honour its share of committed expenditure.
MK will repay to KBLB any unused SpydaSilk brand funds.


 


The
working relationship will not be automatically renewed and will be reviewed before the end date with a view to assessing delivery
against the objectives set out in this SPA and whether a renewed working relationship aligns with the strategies and objectives
of the Parties.


 




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IF PUBLICLY DISCLOSED.**


 


10.
Points of contact


 


KBLB:


 


Kraig
Biocraft Laboratories, Inc.


Attn:
Mr Jon Rice, COO


Address:
2723 South State Street Suite 150Ann Arbor, Michigan 48104


Tel:
[******]


Email:[******]


 


MK:


 


M
The Movement Kings Pte Ltd c/o Kings Global Consultants P/L.


Attn:
Mr Walter Wee, Director (Operations)


Address:
NORDCOM TWO, 2 Gambas Crescent, #06-10, Singapore 757044


Tel:
[******]


Email:
[******]


 


11.
Signatures and Approval by all parties involved to the terms in this SPA


 


Approved
and signed for on behalf of KBLB (USA) by:


 


	Name:
    	Jon
    Rice	 
	Title:
    	COO	 
	Date:
    	November
    23, 2020	 


 


Approved
and signed for on behalf of MK by:


 


	Name:
    	Walter
    Wee H G	 
	Title:
    	Director
    (Operations)	 
	Date:
    	November
    23, 2020	 


 


Approved
and signed for on behalf of Kings Global Consultants by:


 


	Name:
    	[******]	 
	Title:
    	CEO
    	 
	Date:
    	November
    23, 2020	 


 


Approved
and signed for on behalf of Kings Group by:


 


	Name:	[******]	 
	Title:	Director Kings Defence
    Technologies PTE LTD	 
	Date:	 	 






 




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IF PUBLICLY DISCLOSED.**


 


ANNEX
A


 


Background
of Spidersilk Technology by KBLB:


 


(See
attached)


 




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IF PUBLICLY DISCLOSED.**


 


ANNEX
B


 


Background
of Mthemovement Kings Pte Ltd


 


(See
attached)


 




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IF PUBLICLY DISCLOSED.**


 


ANNEX
C


 


Brand
Protection


 


1.
Definitions


 


“Trade
Marks” means the trade marks (whether unregistered or the Registered Marks) of KBLB;


 


“Registered
Marks” means the following Trade Marks:


 


Territory
Trade Marks


 


Registration
number


 


Class
Date of filing


 


Status


 


2.
Use of the Trademarks


 


2.1
MK shall not be entitled to use the Trade Marks for any purpose or in any medium or form without the prior written approval of
KBLB. MK shall submit any material containing the Trade Marks to be used in relation to the Agreement to the KBLB Management for
express written approval at least fourteen (14) days prior to any such material being used or published.


 


2.2
MK shall only use the Trade Marks as directed from time to time by KBLB in writing and shall observe any instructions given by
KBLB (including as to colours and size of representations), and shall not use the Trade Marks in any way which would tend to allow
them to become generic, lose their distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent
with the good name, goodwill, reputation and image of KBLB.


 


2.3
MK acknowledges that the backgound Trade Marks are the property of KBLB and shall indicate that the Trade Marks are the property
of KBLB by accompanying the use of the Trade Marks with wording and clear marking of the TM sign in the case of unregistered marks
and in the case of the Registered Marks.


 


2.4
KBLB shall not obtain or claim any right; title or interest in or to the Trade Marks except as specifically set out in this Agreement
and agrees that the benefit of all such use shall accrue to KBLB. If any goodwill or other rights accrue to MK, MK shall hold
all such goodwill and other rights on trust for KBLB and shall execute such assignments of such goodwill and other rights to KBLB
(or its nominee) as KBLB may direct.


 


2.5
MK shall not adopt or use any trade marks, symbol or device which incorporates or is confusingly similar to, the Trade Marks.
MK shall not at any time, whether during or after termination of this Agreement, apply anywhere in the world to register any trade
marks identical to or resembling the Trade Marks.


 


2.6
MK shall not at any time, whether during or after termination of this Agreement, use the Trade Marks as part of any corporate
business or trading name or style of MK.


 




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IF PUBLICLY DISCLOSED.**


 


ANNEX
D


 


Year
1 Partnership Plan


 


1.
Introduction


 


This
Strategic Partnership Agreement signed on November 23, 2020 between the KBLB and MK outlines our intentions to work strategically
together. KBLB and MK have agreed to work together in a long-term relationship to understand specific business strategies, interests
and needs more deeply; to accelerate and deliver impact by translating KBLB existing science into real-world applications and
solutions; and, to contribute to the identification of priorities for new strategic research.


 


The
Strategic Partnership Plan guides the investment and commitment of both KBLB and MK on an annual basis. It outlines a planned
programme of activity driven by the needs, issues and challenges agreed by the Partnership Steering Board.


 


The
Partnership Plan sets out the activities that will be delivered in the year commencing 2020, the expected timescales for this
and any financial or other contribution from both KBLB and MK.


 


The
Steering Board will review the collaborative activities and agree new activities based on the alignment of strategy and objectives,
levels of engagement and commitment between the Parties, communications, and forthcoming opportunities.


 


2.
Thematic Areas


 


Section
2 outlines the thematic areas of mutual interest to KBLB and MK. It is expected that all collaborative activities will draw upon
one or more of these thematic areas, which fall under an overarching objective of providing product design, production and logistics
supply chains with robust decision support tools.


 


i)
Fashion Industry


 


ii)
Medical Industry (Aesthetics)


 


iii)
[******]


 






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IF PUBLICLY DISCLOSED.**


 


Principles
for the Strategic Partnership:


 


1.
Strategic: activities funded will clearly meet strategic interests of both partners


 


2.
Translation-focused: primarily, activities will focus on translation of existing research


 


3.
Impact driven: partnerships will be focused to deliver on the impact agenda for KBLB and allow the partnership to capture
impact ‘stories’ from engagement


 


4.
Openness: any funding will be allocated to projects through open call and not favouring any particular individual or funding institution.


 


Objectives


 


	●	To
    gain a deeper understanding of KBLB science and the markets outreach and branding capabilities of MK.


 


	●	To
    measure and quantify the services provided by MK.


 


	●	Outputs/outcomes.
	 	 
	●	Inform
    future innovation projects with KBLB.


 


When


 


	●	Announcement
    of Opportunity development: from November 2020


 


How


 


	●	TBD
	 	 
	●	Project
    funding will be by Expression of Interest (EOI) and invitation to submit full proposal through MK.


 


	●	Duration:
    EOI live for 6 weeks; applicants submit full proposal; invite to interview (interviewed by Steering Board).


 


How
much


 


	●	MK
    will raise USD$2mil – USD$5mil for investments of brand development.
	 	 
	●	MK
    to seek financing for up to USD$50,000,000/- material purchase and sales.


 


Management


 


	●	TBD


 


Project
partners.


 


	●	TBD


 


Monitoring
and Evaluation


 


	●	Ex-post
    evaluation


 


	●	Monitoring
    TBA


 


This
timetable is intended to aid Parties in the allocation of resources and forecasting expenditure over the course of the year.


 


Activity
2020/2021


 




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