Exhibit
10.6


 


MANAGEMENT
SERVICES AGREEMENT


 


This
MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of the 24th day of March, 2021
by and between Alwaysraise, LLC, a California limited liability company (“Alwaysraise”), and Immix Biopharma Inc., a Delaware
corporation (“Company”) each a “party” and collectively the “parties”.


 


WHEREAS,
Gabriel Morris (“Mr. Morris”) is the sole principal of Alwaysraise; and


 


WHEREAS,
the Company desires that Alwaysraise make Mr. Morris available to the Company to serve, in accordance with the Company’s bylaws,
as the Company’s chief financial officer.


 


NOW,
therefore, it is agreed as follows:


 


1.
Chief Financial Officer Appointment. Alwaysraise, in accordance with the provisions of this Agreement, shall make Mr. Morris available
to serve as chief financial officer of the Company and any of the Company’s subsidiaries. Mr. Morris shall be granted the corporate
power, authorities and responsibilities of a chief financial officer and he shall perform and provide all services that are customarily
provided by a chief financial officer.


 


2.
Board of Directors Supervision. The activities of Mr. Morris to be performed under this Agreement as chief financial officer shall
be subject to the supervision and decisions of the Board of Directors of the Company (the “Board”) to the extent required
by applicable law, bylaws, articles, resolutions, regulations and reasonable policies not inconsistent with the terms of this Agreement
adopted by the Board and in effect from time to time.


 


3.
No Further Authority of Alwaysraise. Alwaysraise shall provide no additional services or have any right to provide services for
the benefit of the Company absent the approval of the Company’s Board.


 


4.
Compensation. For the services Mr. Morris performs hereunder, the Company shall pay to Alwaysraise a monthly management services
fee of $10,000 payable in arrears from the signing of this agreement through November 2021. Beginning in December, 2021 and for all months
thereafter, the Company shall pay to Alwaysraise a monthly management services fee of $20,000, payable in arrears. Additionally, the
Company agrees that Mr. Morris shall be eligible, based on performance and subject to approval of the Equity Incentive Plan(s) by the
Board, to receive option grants that are reasonably and customarily granted to a chief financial officer of a company of such size and
industry, pursuant to the Immix Biopharma, Inc. 2016 Equity Incentive Plan passed by Board resolution on November 30,2016 and the Immix
Biopharma, Inc. 2016 Option Agreement passed by Board resolution on November 30,2016 and/or further plans to be approved by the Board.


 


5.
Ownership of Work Product. Alwaysraise and Mr. Morris both hereby irrevocably assign to the Company all right, title and interest
worldwide in and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs,
artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Alwaysraise
or Mr. Morris (whether alone or jointly with others) for the Company during or before the term of this Agreement, including all copyrights,
patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the “Work Product”). Alwaysraise
and Mr. Morris both retain no rights to use the Work Product and agree not to challenge the validity of the Company’s ownership
of the Work Product. Alwaysraise and Mr. Morris agree to execute, at the Company’s request and expense, all documents and other
instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment
provided by the Company. Alwaysraise and Mr. Morris each hereby irrevocably appoint Company as their attorney-in-fact for the purpose
of executing such documents on their respective behalf, which appointment is coupled with an interest. At Company’s request, Alwaysraise
and/or Mr. Morris will promptly record any such patent assignment with the United States Patent and Trademark Office. Company will reimburse
Alwaysraise and/or Mr. Morris for any reasonable out-of-pocket expenses actually incurred by Alwaysraise or Mr. Morris in fulfilling
its obligations under this section.


 




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6. Other
Rights. If Alwaysraise and/or Mr. Morris have any rights, including without limitation “artist’s rights” or
“moral rights,” in the Work Product that cannot be assigned, Alwaysraise and Mr. Morris each hereby unconditionally and
irrevocably grant to Company an exclusive (even as to Alwaysraise and Mr. Morris), worldwide, fully paid and royalty-free,
irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute,
create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or
later developed. In the event that Alwaysraise and/or Mr. Morris have any rights in the Work Product that cannot be assigned or
licensed, they each unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any
kind against Company or Company’s customers.


 


7.
Reimbursement of Expenses. All obligations or expenses incurred by Alwaysraise in the performance of Mr. Morris’s duties
under this Agreement shall be for the account of, on behalf of, and at the expense of the Company. Alwaysraise shall not be obligated
to make any advance to or for the account of the Company or to pay any sums, except out of funds held in accounts maintained by the Company
nor shall Alwaysraise be obligated to incur any liability or obligation for the account of the Company without assurance that the necessary
funds for the discharge of such liability or obligation will be provided.


 


8.
Time and Attention. Alwaysraise shall cause Mr. Morris to give the time and attention to his duties hereunder that are reasonably
required to perform the services required of him hereunder.


 


9. Confidential
Information. During the term of this Agreement and thereafter Alwaysraise and Mr. Morris (i) will not use or permit the use of
Company’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold
such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such
Confidential Information to any third parties except as set forth in this section. Alwaysraise and Mr. Morris will protect
Company’s Confidential Information from unauthorized use, access or disclosure in the same manner as Alwaysraise and Mr.
Morris protect their own confidential information of a similar nature, but in no event will it exercise less than reasonable care.
Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and Alwaysraise
and Mr. Morris, nothing in this Agreement shall limit Alwaysraise’s or Mr. Morris’ right to report possible violations
of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this
Agreement means all information disclosed by Company to Alwaysraise and/or Mr. Morris, whether during or before the term of this
Agreement, that is not generally known in the Company’s trade or industry and will include, without limitation: (a) concepts
and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or
services of Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and
software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing
and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution
arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements
between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of
Company or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any
third party who may disclose such information to Company or Alwaysraise or Mr. Morris in the course of Company’s business.
Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission
of Alwaysraise or Mr. Morris, (y) is disclosed to Alwaysraise or Mr. Morris by a third party without restrictions on disclosure, or
(z) was in Alwaysraise’s or Mr. Morris’ lawful possession without obligation of confidentiality prior to the disclosure
and was not obtained by Alwaysraise or Mr. Morris either directly or indirectly from Company. In addition, this section will not be
construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of
a court or other governmental authority; provided, however, that Alwaysraise and/or Mr. Morris will first have given notice to
Company and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed
be used only for the purposes for which the order was issued. All Confidential Information furnished to Alwaysraise and/or Mr.
Morris by Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by Company, Alwaysraise
and/or Mr. Morris agree to promptly deliver to Company the original and any copies of the Confidential Information. Notwithstanding
the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Alwaysraise and Mr. Morris will not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the
purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal.


 




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10.
Term and Termination. This Agreement shall remain in effect for a period of two years (“Initial Term”) and thereafter,
shall be automatically renewed for successive one year terms (each an “Extension Term”) unless, either party prior to the
end of the Initial Term or any Extension Term terminates this Agreement by delivering a written termination notice 60 days in advance
of the proposed termination date. If the Company delivers the termination notice, the Agreement will terminate on the termination date,
and the Company shall, pay the monthly management service fees and expenses accrued hereunder and for all remaining months of the then
applicable term in which such termination occurred in a single lump-sum payment, payable in full prior to the termination date. If Alwaysraise
delivers the termination notice, the Agreement will terminate on the termination date, and the Company shall pay monthly management service
fees and expenses which have accrued prior to the termination date in a single lump-sum payment, payable in full prior to the termination
date. Notwithstanding the termination of this Agreement, Sections 12, 14 and 18 shall survive such termination. Notwithstanding anything
to the contrary in this Section 10, or elsewhere, in this Agreement the Company shall have the right, upon 30 days prior written notification
to Alwaysraise, to terminate this Agreement without liability at any time during the Initial Term or any Extension Term for Cause (as
defined in that certain writing entitled “2016 Equity Incentive Plan” dated and passed by Board resolution on November 30,
2016), or failure of Alwaysraise to comply with the terms or conditions of this Agreement.


 


11.
Standard of Care. Alwaysraise and Mr. Morris shall not be liable for any mistakes of fact, errors of judgment, for losses sustained
by the Company or for any acts or omissions of any kind (including acts or omissions of Alwaysraise), unless the Company’s losses
(including expenses, costs and attorneys’ fees) are finally and judicially determined to have resulted from the gross negligence
or willful misconduct of Alwaysraise.


 


12.
Indemnification. The Company agrees to indemnify and hold harmless Alwaysraise and Mr. Morris from and against any and all losses,
claims, damages or liabilities, including reasonable attorney’s fees (collectively “Losses”) suffered or incurred
by Alwaysraise or Mr. Morris in connection with the provision of services under this Agreement (except to the extent such Losses result
from the gross negligence of or willful misconduct of Mr. Morris in performing services hereunder); provided, that such indemnity shall
be limited to the total amount of fees actually paid to Alwaysraise pursuant to this Agreement.. Alwaysraise agrees to indemnify the
Company for Losses incurred as a result of the gross negligence or willful misconduct of Alwaysraise or Mr. Morris in providing services
hereunder ; provided, that such indemnity shall be limited to the total amount of fees actually paid to Alwaysraise pursuant to this
Agreement.


 




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13.
No Assignment. Without the consent of either party hereto, neither party shall assign, transfer or convey any of its rights, duties
or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder.


 


14.
Notices. All notices, demands, consents, approvals and requests given by either party to the other hereunder shall be in writing
and shall be personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties
at the following addresses, or upon actual receipt if given by electronic mail and such receipt is confirmed in writing by the recipient:


 


	 	If
    to the Company:	Immix
                                            Biopharma, Inc.

    10573
    W Pico Blvd #58

    Los
    Angeles, CA 90064

    Attention:
    Ilya Rachman, MD, PhD

    Email:
    ilya.rachman@immixbio.com



 


	 	If
    to Alwaysraise:	Alwaysraise
                                            LLC

    1592
    Union Street #4000

    San
    Francisco, CA, 94123

    Attention:
    Gabriel Morris

    Email:
notices@alwaysraise.com



 


Any
party may at any time change its respective address by sending written notice to the other party of the change in the manner hereinabove
prescribed.


 


15.
Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or enforceable, shall not be affected thereby, and each term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.


 


16.
No Waiver. The failure by any party to exercise any right, remedy or elections herein contained or permitted by law shall not
constitute or be construed as a waiver or relinquishment for the future exercise of such right, remedy or election, but the same shall
continue and remain in full force and effect. All rights and remedies that any party may have at law, in equity or otherwise upon breach
of any term or condition of this Agreement, shall be distinct, separate and cumulative rights and remedies and no one of them, whether
exercised or not, shall be deemed to be in exclusion of any other right or remedy.


 


17.
Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters herein contained
and any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in part, unless such agreement
is in writing and signed by the party against whom enforcement of the change or modification is sought.


 


18.
Governing Laws. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly as of the date first above written.


 





	 	IMMIX
    BIOPHARMA, INC.
	 	 	 
	 	By:	/s/
    Ilya Rachman, MD
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ALWAYSRAISE
    LLC
	 	 	 
	 	By:	/s/
    Gabriel Morris
	 	Name:	Gabriel
    Morris


 


	ACKNOWLEDGED
    AND ACCEPTED:	 
	 	 
	/s/
    Gabriel Morris	 
	Gabriel
Morris	 





 




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RE:
Management Services Agreement – Addendum A


June
18, 2021


 


Further
to the Management Services Agreement dated March 24, 2021 (the “Agreement”) by and between Immix Biopharma, Inc. (the
“Company”) and Alwaysraise LLC (“Alwaysraise”), this letter (“Addendum A”) hereby adds
the new Section 19 below to the Agreement and amends Section 10:


 





“19.
Additional Provisions.


 


	 	(a)	Bonus.
    In addition to compensation in Section 4, Mr. Morris shall be paid a bonus (“Bonus”) on January 1st of each
    year beginning in 2022 equal to 100% of the most recent 12 month compensation as referenced in Section 4 hereof plus additional performance
    bonuses to be determined by the Board. The Bonus shall be contingent upon the Company meeting annual performance objectives, which
    shall be established annually at the first meeting each fiscal year by the Board of Directors. For the avoidance of doubt, whether
    Mr. Morris receives an annual bonus for any given year will be determined by the Board in its sole discretion.
	 	 	 
	 	(b)	Benefits.
    Mr. Morris shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of
    the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee
    benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees
    from time to time. 
	 	 	 
	 	(c)	Vacation
    and Sick Days. Mr. Morris shall be entitled to twenty-five (25) days of paid vacation and five (5) days of paid sick days in
    each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary
    Company policy.
	 	 	 
	 	(d)	Death.
    If Mr. Morris dies during the Term, the Agreement shall terminate and the Company shall pay to Mr. Morris’s estate the amount
    set forth in Section 10.
	 	 	 
	 	(e)	Disability.
    The Company, by written notice to Mr. Morris, may terminate the Agreement if Mr. Morris shall fail because of illness or incapacity
    to render services of the character contemplated by this Agreement for one hundred eighty (180) days. Upon such termination, the
    Company shall pay to Mr. Morris the amount set forth in Section 10.
	 	 	 
	 	(f)	No
    Mitigation. Mr. Morris shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation
    paid or payable to Mr. Morris from sources other than the Company will not offset or terminate the Company’s obligation to
    pay to Mr. Morris the full amounts pursuant to this Agreement. “


 


The
parties hereby amend Section 10 “Term and Termination” specifically as follows, and not otherwise:


 


	 	1.	1st
    Sentence: Delete the words “two years” and insert the words “three years,” after the words “period
    of” such that the “Initial Term” is changed from two (2) years to three (3) years and otherwise the first sentence
    is unchanged.
	 	 	 
	 	2.	2nd
    Sentence: Insert the words “one hundred fifty percent (150%) of” in front of the words “the monthly management
    service fees” and otherwise the second sentence is unchanged.
	 	 	 
	 	3.	5th
    Sentence: Delete “Notwithstanding anything to the contrary in this Section 10, or elsewhere,” and otherwise
    the fifth sentence is unchanged.
	 	 	 
	 	4.	Added
    Sentences. The following sentences are added to end of Section 10: “Notwithstanding anything to the contrary in this Section
    10, or elsewhere, no “Cause” for termination shall be deemed to exist with respect to Alwaysraise or Mr. Morris as described
    in this clause 10 “Term and Termination”, unless the Company shall have given written notice to Alwaysraise and Mr. Morris
    within a period not to exceed ten (10) calendar days after the initial existence of the occurrence, specifying the basis for “Cause”
    with reasonable particularity and, within thirty (30) calendar days after such notice, Alwaysraise or Mr. Morris shall not have cured
    or eliminated the basis for “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month
    period. Upon such termination, the Company shall pay the amount due under this Section 10. The parties agree that (a) the Company
    may terminate this Agreement hereunder without “Cause” by giving at least one hundred eighty (180) days written notice
    to Alwaysraise; and (b) if a substantial and material adverse change in the nature of Mr. Morris’ title, duties or responsibilities
    with the Company (a “Demotion”) takes place, the Company shall terminate this Agreement immediately upon delivery of
    a written notice from Alwaysraise or Mr. Morris (a “Demotion Notice”). Upon such termination per clause (a) or (b) in
    the immediately preceding sentence, the Company agrees that no “Cause” for termination will be deemed to exist with respect
    any such termination and the Company agrees to pay the amount due under this Section 10 in the circumstances under which no Cause
    for termination exists.” 


 




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All
other terms and conditions of the Agreement remain in place.


 


	IMMIX BIOPHARMA, INC.





	 	ALWAYSRAISE LLC 






	 	 	 
	By:	/s/
    Ilya Rachman 	 	By:	/s/
    Gabriel Morris
	Name:	Ilya
    Rachman	 	Name:	Gabriel
    Morris
	Title:	CEO,
    Immix Biopharma	 	Title:	 


 


	ACKNOWLEDGED
    AND ACCEPTED:	 
	 	 
	/s/
    Gabriel Morris	 
	Gabriel
    Morris	 


 







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