Exhibit 10.1


 


FIRST AMENDMENT
TO CONSULTING AGREEMENT DATED SEPTEMBER 26, 2017


 


THIS FIRST AMENDMENT TO CONSULTING AGREEMENT
DATED SEPTEMBER 26, 2017 (this “Amendment”) is entered into as of February __, 2019 by and between Conversion Labs,
Inc., a Delaware corporation (the “Company”) and Robert Kalkstein, an individual (“Kalkstein”). The
Company and Kalkstein are also each hereinafter referred to individually as a “Party” and together as the
“Parties”.


 


RECITALS


 


WHEREAS,
the Parties entered into that certain Consulting Agreement dated September 26, 2017 (the “Original Agreement”) whereby
Kalkstein was engaged by the Company to perform certain services as the Company’s Chief Financial Officer;


 


WHEREAS, Kalkstein has informed
the Board of his resignation, effective March 31, 2019;


 


WHEREAS, the Company and Kalkstein desire to
amend the Original Agreement to make certain revisions to the salary information and equity provisions; and


 


WHEREAS, all capitalized terms
not otherwise defined herein shall have the meanings given such terms in the Original Agreement.


 


NOW THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.
Amendments. The Original Agreement shall be amended as follows, in accordance with the terms and conditions of 14(F)
thereof:


 


a.
References to this “Agreement” shall mean the Original Agreement as amended by this Amendment.


 


b.
Exhibit A, Section 3(A), below shall be deleted and replaced in its entirety with the following:


 


l. A1.
The Company shall pay to consultant a monthly, cash Consulting Fee according to this schedule:


 


	Period	 	Amount	 
	October 2017 – December 2017	 	$	2,750	 
	January 2018 – March 2018	 	$	5,000	 
	April 2018 – September 2018	 	$	7,500	 



 


A2. For the Period of January 1, 2019 through
March 31, 2019, the Company shall pay consultant a one-time cash fee in the amount of $10,000 in exchange for Consultant (a)
foregoing $32,500 owed to him and (b) the Company decreasing the exercise price of the Options as defined below from $0.40 to
$0.28.


 






    


     


    

 


c. Exhibit A, Section 3(B), below
shall be deleted and replaced in its entirety with the following:


 


2.
Subject to the approval of the Company’s Board of Directors, the Company will sell and issue to Consultant an option
to purchase 300,000 shares of the Company’s Common Stock (the “Options”) at a price per share equal to $0.28.
Subject to consultant remaining a service provider on all such dates, the Options will vest accordingly to the following schedule:
50% of the Options shall vest upon the date of this Agreement and 50% of the Options shall vest on March 30, 2019.”


 


3.
Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the internal laws
of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction). Any legal proceeding arising out of or based upon this Agreement shall be instituted in in the
state courts of New York or in the federal courts located in the State of New York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.


 


4.
Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original
copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties
shall not have signed the same counterpart.


 


IN
WITNESS WHEREOF, the undersigned hereby (a) executes this Agreement; (b) confirms its agreement with the provisions and covenants
herein provided; and (c) agrees to be bound by this Agreement.




 





	CONVERSION LABS, INC.	 
	 	 	 
	By:	/s/ Justin Schreiber	 
	 	Name: Justin Schreiber	 
	 	Title: Chief Executive Officer	 
	 	 	 
	By:	/s/ Robert Kalkstein	 
	 	Name: Robert Kalkstein, an individual