Exhibit 10.1


 





 


September
30,2021


 


Mark
Corrao


156
Marisa Circle


Staten
Island, NY 10309


 


Dear
Mr. Corrao:


 


On
behalf of Luckwel Pharmaceuticals Inc: (the “Company”), I am pleased to offer you the consulting position on a part time
basis of Chief Financial Officer. As Chief Financial Officer of the Company you shall be a named executive officer. Speaking for myself,
as well as the other members of the management team, we are all impressed with your credentials and look forward to your future success
in this position. The terms of your consulting relationship are set herein (“Consulting Letter”).


 


1.
Position. The terms of your new position with the Company are as set forth below:


 


(a)
You shall serve as interim Chief Financial Officer of the Company with such responsibilities duties and authority as are assigned to
you by the Chief Executive Officer (“the “CEO”), Kingrich Lee. You shall report directly to the CEO and shall perform
your duties for the Company remotely or at the Company’s offices, except for travel that may be necessary or appropriate in connection
with the performance of your duties hereunder. The corporate headquarters office is located in Cambridge, Massachusetts .


 


(b)
Consultant shall faithfully devote his working time, attention and energy to the business and affairs of the Company and the performance
of his duties, which may be modified periodically by the Office of the CEO and to use his best efforts to perform such responsibilities
faithfully and efficiently within reasonable needs based on compensation to be paid. Consultant’s billing rate is $275 per hour.
Without limiting the generality of the foregoing paragraph, the Consultant may join professional associations and otherwise be involved
with any other business activities, to the extent that, in the reasonable judgment of the Office of the CEO, such other business pursuits
and activities do not (i) interfere in any material respect with Consultant’s ability to discharge Consultant’s duties and
responsibilities to the Company, whether or not such activity is pursued for gain, profit or other pecuniary advantage, or (ii) violate
the Conflicts provision of Consultant’s Non-Disclosure Agreement.


 


2.
Start Date. Subject to fulfilment of any conditions imposed by this letter agreement, you will commence this new position with the Company
on September 30, 2021 (“Start Date”). The Company has the right to withdraw the offer contemplated by this Consulting
Letter Agreement if you are unable to fulfil the Start Date requirement.


 


3.
Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence
of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business
days of your date of hire, or our consulting relationship with you may be terminated.


 


4.
Compensation.


 


(a)
Base Consulting Fee. You will be paid a monthly base consulting fee of two thousand dollars ($2,000), which will be paid in accordance
with the Company’s regular practices on a 1099 basis.


 


(b)
Performance Cash Bonus. You shall be entitled to a cash bonus in the amount of 50% of your total Base Consulting Fee, that is
contingent on the Company being approved to uplist its common stock to the Nasdaq stock exchange. Such bonus shall then be payable
on Sep 30, 2022 so long as you are a consultant of the Company at such time.


 




    	 



     


    

 





 


(c)
Equity Grant. The Board has agreed to grant to you on the date of this Agreement 100,000 options
to purchase common stock under the Company’s up coming Stock Option and Equity Incentive Plan to be issued by/before November 2021.
The options shall vest in October, 2022, so long as you are a consultant of the Company at such time and the Company has been approved
to uplist its common stock to the Nasdaq stock exchange. The grant is subject to final approval by the Board. The options will have an
exercise price equal to the closing price of the Company’s common stock on the Start Date, as quoted on the OTC under the symbol
LWEL or Series A funding subscription price in Oct 2021. The options have a term of Five years starting from the first day of your consulting
relationship with the Company.


 


5.
Expenses.


 


Reimbursement
of Expenses. You shall be reimbursed for all normal items of travel and entertainment and miscellaneous expenses reasonably incurred
by you on behalf of the Company provided such expenses are documented and submitted in accordance with the reimbursement policies in
effect from time to time.


 


6.
Confidential Information and Invention Assignment Agreement. Your acceptance of this offer and commencement of the consulting
relationship with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential
Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality
Agreement”), prior to or on your Start Date.


 


7.
Term. This Agreement will commence as of the date hereof and shall continue for a period until March 31, 2022 (the “Initial
Term”) therefrom and shall automatically renew for successive six-month periods (each, an “Additional Term” and, collectively
with the Initial Term, the “Term”) unless terminated in accordance with this Section 7. This Agreement may be terminated
by the Company at any time, upon written notice to you. This Agreement may be terminated by you by giving the Company written notice
of such termination prior to the end of such Initial Term or Additional Term with such termination being effective at the end of the
Initial Term or Additional Term, as the case may be. If the Company terminates this agreement before March 31, 2022, without cause, the
50% cash bonus will be paid, and the 100,000 options will vest.


 


8.
Arbitration. This Agreement is to be governed by and construed in accordance with the laws of the State of New York applicable
to contracts entered into and wholly to be performed within the State of New York by New York residents. Any controversy or claim arising
out of or relating to this Agreement, or breach of this Agreement (except for any controversy or claim with respect to Section 6 or Section
8, which may be submitted, at the option of the Company, to any court of competent jurisdiction located within New York, New York) is
to be settled by arbitration in New York, NY in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. There must be three arbitrators,
one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. Each party
will pay the fees of the arbitrator he or she selects and his or her own attorneys, and the expenses of his or her witnesses and all
other expenses connected with presenting his or her case. Other costs of the arbitration, including the cost of any record or transcripts
of the arbitration, administrative fees, the fee of the third arbitrator, and all other fees and costs, will be borne equally by the
parties. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable
relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.


 




    	 



     


    

 





 


9.
Miscellaneous. This Consulting Letter, together with the Confidentiality Agreement, sets forth the terms of your consulting relationship
with the Company and supersedes any prior representations or agreements, whether written or oral. This Consulting Letter may not be modified
or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this
Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts of law. The waiver of
any breach of any provision of this Consulting Letter will not operate or be construed as a waiver of any subsequent breach of the same
or other provision of this Consulting Letter. This Agreement will be binding on, and inure to the benefit of, the executors, administrators,
heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement
may not be assigned either by Company or by Consultant. This Agreement may be executed in one or more counterparts, all of which taken
together will constitute one and the same Agreement.


 


10.
Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed
given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight
service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to
the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing,
(iv) upon confirmation of delivery when directed to the electronic mail address set forth below, if sent by electronic mail:


 


	If
    to the Company: 	125
    Cambridgepark Drive,Suite 301
	 	Cambridge,
    MA 02140
	 	Email:
    ceo@luckwel.com
	 	
	If
    to you	Mark
    Corrao
	 	156
    Marisa Circle
	 	Staten
    Island, NY 10309
	 	Email
    : mcorrao@cfosquad.com


 




    	 



     


    

 





 


IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date first written above.


 


	LUCKWEL
    Pharmaceuticals Inc. 	 
		 
	By:		 
	 	Kingrich
    Lee, CEO  	 
	 	 	 
	By:		 
	 	Mark
    Corrao