Exhibit
10.1


 


 


 


May
27, 2022


 


	Attn :	Mr.
Huen Chung Yuen Ian



 


Dear
Mr. Huen,


 


Appointment
Letter for Non-Executive Director


 


We
are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“Appointment” or “NED”)
of Aptorum Group Limited (the “Company”), a company incorporated with limited liabilities under the laws of the Cayman
Islands and its principal business address at 17 Hanover Square, London, W1S 1BN, United Kingdom, with wholly owned subsidiaries in the
Cayman Islands, Hong Kong, and other overseas countries, whereby collectively, shall be depicted as “Aptorum” or the
“Group”.


 


The
following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions as set out herewith.
It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.


 


This
letter will supersede all previous appointment contract or agreement, if applicable, entered into between yourself and the Company (or
its affiliated subsidiaries). By signing this letter and therefore accepting the Appointment as stated, you agree to terminate all other
previous appointments with the Group commencing from the Effective Date.


 


	1.	The
                                            Company and the Group



 


Aptorum
focuses on the licensing of, and acquisition of early-stage preclinical assets with the intention to engage in drug research, development,
and commercialization purposes. Assets are acquired via open and public platforms such as the technology transfer offices of accredited
universities and academic institutions. In addition, the Group seeks to be a facilitator across the financing spectrum for biotech companies,
entrepreneurs, and commercializing agents, to bolster innovations adding value to health care needs in the marketplace; and to assist
in furthering the research capabilities of institutions the Group works with.


 


The
shares of the Company are listed on the Nasdaq Global Market in the United States and on the Euronext regulated market in Paris.


 


	2.	Appointment



 


		(a)	The
                                            Appointment is subject to the Company’s Memorandum and Articles of Association (“Articles”)
                                            and nothing in this letter shall be taken to exclude or vary the terms of the Articles as
                                            they apply to your Appointment.



 


		(b)	The
                                            continuation of the Appointment is contingent to your ongoing fulfillment of your obligations
                                            and successful re-election by the Company’s shareholders at the Company’s Annual
                                            General Meeting (the “AGM”). It is further subject to your agreement to apply
                                            yourself and discharge your duties as a Non-Executive Director in accordance with the Articles
                                            of the Company and the Cayman Islands Company Law (2020 Revision) (as amended) (“Company
                                            Law”), as well as you upholding the high standards of corporate governance as set forth
                                            in the US Securities Laws and French MAR Regulation, as amended.



 
17
                                            Hanover Square, London, W1S 1BN, United Kingdom


T: (44) 20 8092 9299
• F: (44) 20 3928 8277



 






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	3.	Date
                                            of Commencement and Term



 


The
official commencement date of your Appointment shall be on June 1, 2022 (the “Effective Date”). The Term of this Appointment
shall be 3 years from the Effective Date and subject to the terms of Termination and the re-election by the Company’s shareholders
at the AGM as set forth in 2(b) herein above.


 


	4.	Duties
                                            and Responsibilities



 


As
a NED of the Company:


 


		(a)	You
                                            have the same general legal responsibilities to the Company as any other Director and will
                                            advise where necessary, the Executive Board of Directors of the Company.



 


		(b)	You
                                            will exercise your powers of your Appointment having regard to the relevant obligations under
                                            prevailing law and regulation, including the Cayman Islands Company Law, and also the rules
                                            stipulated by the Nasdaq and Euronext Paris Regulatory Authority.



 


		(c)	You
                                            as an NED along with other Directors of the Board, are to meet when possible in executive
                                            session, where such sessions should occur at least four times a year. Additionally, you are
                                            to sit on the board meetings as a chair as determined by the Board.



 


		(d)	Additionally,
                                            you may be sought within reason, to engage in ad hoc strategic discussions that may require
                                            you reviewing and execution of documents pertinent to Board decisions. Such meetings shall
                                            take place in person, or by telephone or video conferencing, at a sensible time of day in
                                            relation to your primary place of residence.



 


		(e)	You
                                            shall not directly be responsible for the management of the Company. Your role is neither
                                            operational nor managerial in nature however; members of the Executive Board may draw upon
                                            your professional insight and business expertise where suitable. You shall provide guidance,
                                            steering, and access of expert networks to the Company where appropriate and required.



 
17
                                            Hanover Square, London, W1S 1BN, United Kingdom


T: (44) 20 8092 9299
• F: (44) 20 3928 8277



 






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Additionally,
you shall during the Term of your Appointment:


 


		(i)	Observe
                                            and comply with the Company’s adopted Code of Business Conduct and Ethics, where that
                                            any waivers given to directors or executive officers must be approved by the Board.



 


		(ii)	Observe
                                            and comply with all statutory rules, and regulations where applicable as governed by the
                                            laws of your residence;



 


		(iii)	Confirm
                                            you are able to, and will devote sufficient time to perform your responsibilities for the
                                            Appointment.



 


		(iv)	Provide
                                            traceable contact during and after office hours, on weekdays and weekends, or during public
                                            holidays, whereby your availability may occasionally and reasonably be sought.



 


		(v)	Declare
                                            any conflicts that are apparent at present, or become apparent, between the Group and your
                                            other business interests. Should any potential conflicts of interest arise, you will disclose
                                            this to the Board as soon as they become apparent.



 


		(vi)	Consult
                                            with the Chairman of the Board prior to accepting any other (or further) directorships of
                                            publicly quoted companies or any major external appointments.



 


		(vii)	Comply
                                            with the Insider Trading Policy of the Company and obtain clearance from the Chairman of
                                            the Board prior to dealing in publicly traded shares of the Company.



 


		(viii)	Observe
                                            and comply with the disclosure requirements and obligations of you and/or your affiliated
                                            party(s) as applicable in accordance with U.S. and Euronext Paris securities laws, regulations
                                            and SEC disclosure requirements.



 


	5.	Fees
                                            and Expenses



 


		(a)	The
                                            basic fee for being a NED of the Company is HKD 213,200.- per month (Hong Kong Dollars
                                            Two Hundred Thirteen Thousand and Two Hundred), paid out in an equivalent amount of twelve
                                            months per calendar year.



 


		(b)	You
                                            shall be entitled to a discretionary bonus in form of whether in cash, share options/awards
                                            or a combination thereof during the Appointment, as determined by the Board. You will also
                                            be entitled to an increase in basic fees during the Appointment. For the avoidance of doubt,
                                            your entitlement as stated in this paragraph is in relation to your capacity as non-executive
                                            director only.



 


		(c)	You
                                            shall be covered by our group medical insurance scheme (Plan 1) from the Effective Date in
                                            accordance with the terms of the scheme. The service provider and scheme for the above said
                                            coverage may be subject to review or alteration in alignment to the Company’s business
                                            needs and conditions.



 


		(d)	The
                                            Company will reimburse all reasonable travelling, hotel and other expenses incurred by you
                                            in connection with the Company’s business on providing of appropriate receipts.



 
17
                                            Hanover Square, London, W1S 1BN, United Kingdom


T: (44) 20 8092 9299
• F: (44) 20 3928 8277



 






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	6.	Privacy
                                            of Information



 


		(a)	You
                                            shall not except as authorized by the Group or required by your responsibilities reveal to
                                            any person or company any of the trade secrets or any information concerning the organization,
                                            business, finances, transactions or affairs of the Group which may come to your knowledge
                                            during your contract with the Company and shall keep with complete secrecy confidential information
                                            entrusted to you and shall not use or attempt to use any such information in any manner which
                                            may injure or cause loss either directly or indirectly to the Group or may be likely to do
                                            so. This restriction shall continue to apply if and when after the termination of your Appointment
                                            without limit in time.



 


		(b)	You
                                            shall not either during the period of your Appointment or afterwards use or permit to be
                                            used any books, documents, moneys, assets, records or other property belonging to or relating
                                            to any dealings, affair or business of the Group other than for the benefit of the Group.
                                            You shall immediately deliver and return to the Group all such books, documents, moneys,
                                            securities, records or other property which you then have or should have in your possession
                                            upon termination of your Appointment hereunder.



 


		(c)	The
                                            Company however, agrees to provide you in good faith with any information concerning areas
                                            of interest and relevance of the Group as required by you in order to enable you to fulfill
                                            your Appointment with the Company.



 


	7.	Data
                                            Protection



 


		(a)	By
                                            executing this letter, you consent to the Company holding and processing information about
                                            you for legal, personnel, administrative, and management purposes and in particular to the
                                            processing of any sensitive personal data as and when appropriate.



 


		(b)	You
                                            consent to the transfer of such personal information to other offices the Company may have
                                            or to other third parties for administrative purposes and other purposes in connection with
                                            the Appointment, where it is necessary or desirable to do so.



 


	8.	Insurance
                                            and Indemnity



 


The
Company shall provide that all the directors and officers of the Company are covered by a Directors and Officers insurance policy, such
coverage will be maintained for the full Term of the Appointment.


 
17
                                            Hanover Square, London, W1S 1BN, United Kingdom


T: (44) 20 8092 9299
• F: (44) 20 3928 8277



 






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	9.	Termination



 


Your
Appointment with the Company may only be terminated:


 


		(a)	By
                                            you after giving the Company not less than two (2) months’ notice in writing;



 


		(b)	By
                                            the Company after giving you two (2) months’ notice in writing; or



 


		(c)	By
                                            the Company with immediate effect in the event that you:



 


		(i)	Conduct
                                            dishonesty, fraud, gross negligence, willful default or refusal to carry out any lawful order
                                            or instructions, or the repeated breach of any rules or regulations of the Company, or those
                                            as governed by the laws of your residency;



 


		(ii)	Commit
                                            a material breach of your obligations under this letter;



 


		(iii)	Commit
                                            any serious or repeated breach or non-observance of your obligations to the Company;



 


		(iv)	Are
                                            convicted of a criminal offence other than an offence under road traffic legislation in the
                                            jurisdiction of your residency or elsewhere for which a fine or non-custodial penalty is
                                            imposed;



 


		(v)	Declare
                                            bankruptcy or have made an arrangement with or for the benefit of your creditors; or



 


		(vi)	Are
                                            disqualified from acting as a director.



 


Please
signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.


 


	Yours faithfully,	 	 
	 	 	 
	For and on behalf of	 	 
	APTORUM GROUP LIMITED	 	Agreed and accepted by:
	 	 	 
	/s/ Clark Cheng	 	/s/ Huen Chung Yuen Ian
	Name: 	Clark Cheng	 	Name:	 Huen Chung Yuen Ian 
	Position: Executive Director	 	 
	 	 	 
	Date	 	Date



 


17
                                            Hanover Square, London, W1S 1BN, United Kingdom


T: (44) 20 8092 9299
• F: (44) 20 3928 8277



 


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