Exhibit 10.1


 


EMPLOYMENT AGREEMENT FOR MR DAVID DRAKE


 


THIS AGREEMENT is made this 20th day
of May, 2022 at Singapore, by and between:


 


BOUSTEAD
Wavefront PTE. LTD., a Corporation duly organized and existing by virtue of and under Singapore laws, with office address
at 1 George Street, 10-01 One George Street, Singapore 049145, and hereinafter referred to as the “Company”;


 


and


 


Mr.
David drake, American citizen, of legal age, with address at 251 Pasir Panjang Road, 04-09 The Orient, Singapore 118610,
and hereinafter referred to as “David Drake “.


 


WHEREAS:


 


		(A)	The Company hereby appoints David Drake as the Chief Executive
Officer (“CEO”) of the Company with effect from February 16, 2022, the date that the employment pass under the Company
was issued by Ministry of Manpower (“Appointment Date”).



 


		(B)	David Drake agrees to serve the Company as the Chief Executive
Officer upon the terms and conditions provided in this Agreement.



 


	1.	INTERPRETATION.



 


	1.1	In this Agreement, unless the contrary intention appears:



 


“Board”
means the board of directors for the time being of the Company.


 


“Associated
Company” means a Company which is not a subsidiary of the Company or of another Group Company but more than twenty percent of
the equity share capital of which is owned by the Company or any Group Company.


 


“Group Company”
means the Company and any other member of the Group for the time being.


 


“the Group”
means:


 


		(a)	the Company; and



 


		(b)	any Holding Company; and



 


		(c)	any Associated Company or its holding company or any subsidiary
of any of them; and



 


		(d)	any Subsidiary or its holding company or any associated company
of any of them.



 


“Holding Company”
means the holding company of the Company from time to time (as defined in the Companies Act).


 


“Subsidiary” means
any Company which for the time being is a subsidiary of the Company.


 


	1.2	Any reference to a statutory provision shall be deemed to include a reference to any statutory modification
or re-enactment of the same. Unless the context otherwise requires words in the singular include the plural and vice versa, the masculine
shall include the feminine and vice versa and a reference to a person includes a reference to a body corporate and to an unincorporated
body of persons.



 






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	1.3	In this Agreement, unless the context indicates otherwise:



 


		(a)	a reference to this Agreement or another agreement or instrument
includes any amendment, modification, variation, novation, supplement or replacement of each of them;



 


		(b)	a reference to a statute, ordinance or other law includes
regulations and other instruments under it and consolidations amendments, re-enactments or replacements of any of them;



 


		(c)	the singular includes the plural and vice versa and words
importing any gender will be deemed to include all genders;



 


		(d)	the word “person” includes a firm, a body corporate,
an unincorporated association or an authority;



 


		(e)	a reference to a person includes a reference to the person’s
executors, administrators and successors;



 


		(f)	if a period of time is specified and dates from a given day
or the day of an act or event, it is to be calculated exclusive of that day; and



 


		(g)	a reference to a day is to be interpreted as the period of
time commencing at midnight and ending 24 hours later.



 


	1.4	Headings are inserted for convenience and do not affect the interpretation of this Agreement.



 


	2.	APPOINTMENT AND DUTIES OF THE CEO



 


	2.1	David Drake shall have the duties and responsibilities as
the Board may direct for him as CEO and he shall have authority to oversee and supervise all functions of the Company including the power
to hire or terminate any executive or employees within those functions. He shall comply with all the Company’s rule, regulations,
policies and procedures and, comply with all requirements, codes, recommendations or regulations of all regulatory authorities relevant
to the Company and any Group Company.



 


	2.2	As CEO he shall hire, incentivize, motivate, and develop
a strong professional team in all functions that will execute the strategy, initiatives and plans approved by the Board. He shall install
a corporate culture of excellence, performance and integrity among all the employees and staff of the functions under his leadership,
and generally in the Company, fully compliant with good corporate governance guidelines.



 


	2.3	The CEO shall devote the time and effort reasonably required to fulfil his duties and responsibilities
under this Agreement. It shall not be considered a breach of this Agreement for the CEO to manage his personal investments, or to serve
on corporate, industry, civic or charitable boards or committees, so long as such activities are not in conflict or compete with the business
of the Company.



 


	2.4	The CEO shall work the hours necessary for the proper fulfilment of his duties. The normal hours of work
of the Company are from 9:00 a.m. to 6:00 p.m. from Monday to Friday.



 


	2.5	The CEO shall at all times act in a way he considers, in good faith, to be most likely to promote the
success of the Company for the benefit of its stakeholders as a whole.



 


	2.6	The CEO acknowledges and warrants as follows:



 


		(a)	that by entering into this agreement and fulfilling his obligations
under it, he is not in breach of any obligation to any third party;



 


		(b)	that he is not prevented by any agreement, arrangement, contract,
understanding, court order or otherwise, from performing his duties in accordance with the terms and conditions of this Agreement;



 






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	3.	TERM OF EMPLOYMENT



 


	3.1	The CEO’s employment under this Agreement shall commence on the Appointment Date.



 


	3.2	The CEO’s employment shall continue subject to the terms of this Agreement until terminated by himself
or by the Board, in either case giving to the other not less than 3 months’ prior written notice.



 


	4.	REMUNERATION AND BENEFITS



 


	4.1	The Company shall pay the CEO an intial annual base remuneration of USD 120,000, which shall be divided
into 12 equal parts and payable monthly in arrears (“Base Remuneration”), plus the commission calculated in accordance
with 4.2 (“Commission”), or the Singapore Dollar equivalent. The Base Remuneration will be adjusted on annual basis.



 


	4.2	The commission consists of the following and will be net of the Base Remueration. The commission will
be paid out after the Initial Public Offering (“IPO”) of the Company. All commission for the projects sourced pior
to IPO will be recognized and accrued (i.e. Actelis) until the day of IPO.



 


(a) Referrals


 


For any investment banking clients the
CEO refers to the Company/Boustead in which the CEO is not a part of the investment banking team for that client, the CEO shall receive
a referral fee equal to ten percent (10%) of all cash commissions received from such referred client.


 


(b) Investment Banking Transactions
Cash Commissions


 


For any investment banking clients where
the CEO is a part of the investment banking team for such client, the commissions earned by the CEO shall be equal to gross cash commissions
received by the Company/Boustead less (a) payouts to other Company employees and Boustead representatives, (b) finders’ fees, (c)
unreimbursed client or transaction expenses, and (d) the Company’s/Boustead’s share of gross cash commissions which shall
be equal to thirty percent (30%) of gross cash commissions.


 


(c) Investment Banking Transactions
Securities Gross Commission


 


The gross commissions received in securities
transactions (stock, warrants, etc.) shall be allocated between the investment banking team and the Company/Boustead as follows:


 


Investment Banking
Team   50%


The Company/Boustead    
50%


 


The allocation of Securities commissions
to the CEO shall be determined by the lead investment banker on the client engagement.


 


 (d) Selling Commissions




 


Selling commissions
shall be determined on an engagement by engagement basis by lead investment banker on the client engagement. The CEO shall receive
seventy percent (70%) of the gross selling commissions attributable to investors introduced to the deal by the CEO.


 


	4.3	CEO shall be eligible for bonuses and commissions under the incentive and bonus plans of the Company,
as established, approved and amended by the Board, from time to time.



 






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	4.4	CEO shall be issued stock options in the Holding Company,
equal to 5% of the total shares immediately after IPO financing on a fully diluted basis inclusive of all shares reserved for the ESOP
and warrants issued or reserved (the “Total Shares”), at a strike price equal to the IPO price, which will be vested
in the following manner: one quarter of allocated options (1.25% of the Total Shares) upon signing the ESOP agreement or the date of
the IPO, whichever comes later; one quarter of allocated options (1.25% of the Total Shares) upon obtaining the Capital Markets Services
License from the Monetary Authority of Singapore; one half of allocated options (2.5% of the Total Shares) upon market capitalization
reaching 1.5x, 2x, 2.5x, and 3x the market capitalization value at IPO, commencing 12 months after the IPO. All vesting of options will
be accelerated in the event of a $30 million or greater follow-on financing.



 


	4.5	The Company shall pay for and provide health care insurance for the CEO and his dependents from a reputable
insurer with customary and usual coverage and terms.



 


	5.	REIMBURSEMENT OF EXPENSES



 


The Company shall reimburse the CEO
for all reasonable, documented expenses incurred at the Company’s request in connection with this Agreement (including air travel,
entertainment, subsistence, hotel accommodation and telephone expenses), subject to his submission of invoices or other customary proof
of expense. Invoices for expenses and accompanying documentation. The Company shall reimburse the CEO within thirty (30) days of receipt
of such proof.


 


	6.	SICK LEAVE, PUBLIC HOLIDAYS AND ANNUAL LEAVE



 


	6.1	The Company will pay the CEO’s salary in full during any absences on medical grounds up to a maximum total
of 14 days in any calendar year, subject to the CEO producing a medical certificate from a registered medical practitioner covering the
period of his absence. If hospitalization is necessary on a doctor’s written order, the CEO is entitled to paid sick leave for the days
on which he is hospitalized, up to 46 additional days of paid sick leave per calendar year. Sick leave entitlement is not cumulative from
year to year.



 


	6.2	The CEO will be entitled, with full remuneration, to all gazetted public and statutory holidays in Singapore.



 


	6.3	The CEO is entitled to 21 days of paid annual leave in each full calendar year, to be taken at such times
as will be agreed between the CEO and the Board. All annual leave entitlement must be utilised within the relevant calendar year and any
untaken annual leave shall be deemed forfeited at the end of each calendar year without compensation.



 


	7.	DISMISSAL AND ILLNESS



 


	7.1	The Company may by notice in writing summarily terminate the employment of the CEO under this Agreement
if he becomes of unsound mind or a person whose estate is liable to be dealt with in any way under the law relating to mental health.



 


	7.2	If the CEO is at any time prevented by illness (mental or physical) accident or any other cause from duly
performing his duties under this Agreement and furnishes (if so required) to the Board evidence satisfactory to the latter of his incapacity,
the CEO is entitled to receive his monthly salary, together with the bonuses, benefits, allowances and entitlements, payable pursuant
to this Agreement for the period of his incapacity but not more than six (6) month worth of salary, bonuses, benefits, allowances, and
other entitlements.



 


	8.	CONFIDENTIALITY



 


The CEO shall:


 


		(a)	Neither during or after the period of his employment under
this Agreement, except in the proper course of his duties or as permitted by the Board or as compelled by law, divulge to any person
any trade secret or any information concerning the business or financial arrangements or position of the Company or any Group Company
or any of the dealings transactions or affairs of the business of the Company or any Group Company; and



 


		(b)	During the period of his employment under this Agreement,
use his best endeavours to prevent the publication or disclosure of any trade secret or information referred to in Clause 8(a).



 






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	9.	RETURN OF DOCUMENTS



 


Upon termination by
whatever means of his employment under this Agreement:


 


		(a)	The CEO shall deliver to the Company or its authorized representatives
all plans, statistics, documents, records, or papers in his possession or control and relating in any way to the business or affairs
of the Company or any Group Company; and



 


		(b)	The CEO is not entitled to retain a copy of any document referred
to in Clause 9(a).



 


	10.	CONTINUING OBLIGATIONS



 


The termination of
this Agreement or of the employment of CEO under this Agreement does not operate to terminate the provisions of Clauses 8, 12, and 13
which (subject as expressly provided) remain in full force and effect and binding on the CEO without limit in point in time notwithstanding
termination of this Agreement.


 


	11.	NOTICES



 


	11.1	A notice, approval, consent or other communication in connection with this Agreement:



 


		(a)	must be in writing; and



 


		(b)	must be delivered personally to or left at or sent by prepaid
ordinary post (airmail if posted to or from a place outside the country in which the address is located) to the address of the addressee,
or be sent by email to the Chairman of the Board of Directors.



 


	11.2	A notice, approval, consent or other communication takes effect from the time it is received unless a
later time is specified in it.



 


	12.	ASSIGNMENT



 


Neither party to this
Agreement shall assign or purport to assign any of its rights under this Agreement without the prior written consent of the other party.


 


	13.	NON-SOLICITATION



 


The CEO covenants
with the Company that he will not, directly or indirectly for the period of 1 year after ceasing to be employed by the Company and without
a prior written consent of the Company:


 


		(a)	seek to procure orders from or do business with any person
who has done business with the Company and/or the Group Company during the period of 1 immediate preceding year; or



 


		(b)	endeavour to entice away from the Company any person who has
been employed or engaged by the Company and/or the Group Company during the period of 6 immediate preceding months.



 


	14.	VARIATIONS



 


This Agreement may
not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing executed
in the same manner and by the same persons as this Agreement.


 






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	15.	WAIVER



 


In no event shall
any delay failure or omission on the part of the Company in enforcing exercising or pursuing any right, power, privilege, claim or remedy,
which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the CEO of any of its obligations hereunder,
be deemed to be or be construed as, (i) a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the
particular circumstances in question, or (ii) operate so as to bar the enforcement or exercise thereof, or of any other such right, power,
privilege, claim or remedy, in any other instance at any time or times thereafter.


 


	16.	WAIVER OF RIGHTS



 


If this Agreement
is terminated because of the liquidation of the Company or any Group Company for the purpose of amalgamation or reconstruction and the
CEO is offered employment with such amalgamated or reconstructed company on the terms of a substitute agreement not less favourable in
all material respects than the terms of this Agreement (provided that the said amalgamated or reconstructed company is able to fulfil
all the obligations of the said substitute agreement), the CEO shall have no claim against the Company or any Group Company in respect
of such termination of this Agreement.


 


	17.	SEVERABILITY



 


Any provision of this
Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provisions in any other jurisdiction.


 


	18.	GOVERNING LAW AND JURISDICTION



 


	18.1	This Agreement and the transactions contemplated by this Agreement shall be governed by and construed
in accordance with the laws of Singapore.



 


	18.2	Each party irrevocably agrees for the benefit of the other that the courts of the Singapore shall have
jurisdiction to hear and determine any writ, action or proceeding and to settle any disputes which may arise out of or in connection with
this Agreement and for such purposes irrevocably submits to the jurisdiction of such court.



 


	19.	WHOLE AGREEMENT



 


This Agreement constitutes
the whole agreement between the parties. All other representations, arrangements, understandings and agreements, whether written or oral,
(if any) for service between the Company and the CEO are hereby abrogated and superseded.


 


	20.	NO THIRD PARTY RIGHTS



 


Nothing in this Agreement
is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under
this Agreement for the purposes of the Contract (Rights of Third Parties) Act 2001 of Singapore the application of which legislation is
hereby expressly excluded.


 




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IN WITNESS WHEREOF, the parties have
hereunto set their hands this 20th day of May, 2022.


 


Boustead Wavefront Pte. Ltd./
Boustead Wavefront Inc


 


	BY:	 	 
	 	 	 
	/s/ Daniel McClory	 	/s/ David Drake
	Daniel McClory	 	David Drake



 


 


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