Exhibit
10.9


 


MANAGEMENT
SERVICES AGREEMENT


 


This MANAGEMENT SERVICES
AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between HCFP/Strategy
Advisors LLC, a Delaware limited liability company (“HCFP”), and Project18 Inc., a Delaware corporation ("Company").


 


WHEREAS, HCFP desires
to provide management services to the Company; and


 


WHEREAS, the Company
desires that HCFP provide management services to the Company.


 


NOW, therefore, it
is agreed as follows:


 


1.       Services.
HCFP, in accordance with the provisions of this Agreement, shall provide management services (“Services”) to
the Company, including, but not limited to, the following:


 


a.       supporting
the Company’s chief executive officer in identifying and assessing potential corporate opportunities;


 


b.       providing,
or arranging for the provision of, financial and accounting resources for assistance in complying with Section 404 of the Sarbanes-Oxley
Act of 2002;


 


c.       general
business development;


 


d.       corporate
development;


 


e.       corporate
governance;


 


f.       marketing
strategy, including preparing and/or reviewing company presentations;


 


g.       strategic
development and planning;


 


h.       coordination
with and of service providers; and


 


i.       such
other and further services mutually agreed upon between HCFP and the Company.


 


2.       Compensation.
For the Services HCFP provides hereunder, the Company shall pay to HCFP a monthly management services fee of $10,000 payable in
arrears.


 


3.       Reimbursement
of Expenses. All obligations or expenses incurred by HCFP in the performance of Services under this Agreement shall be for
the account of, on behalf of, and at the expense of the Company. HCFP 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 HCFP 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.


 




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4.        Independent
Contractor. HCFP shall be an independent contractor, and nothing obtained in this Agreement shall be deemed or construed (i)
to create a partnership or joint venture between the Company and HCFP, or (ii) to cause HCFP to be responsible in any way for the
debts, liabilities or obligations of the Company or any other party.


 


5.       Time
and Attention. HCFP shall devote the appropriate amount of time and effort and skills in providing the Services based upon
its professional judgment and in its sole and absolute discretion.


 


6.       Term.
This Agreement shall remain in effect for a period of one year and thereafter shall be renewed for successive one year terms unless,
starting in the second year of this Agreement, either party terminates this Agreement upon not less than 60 days prior written
notice. Notwithstanding the foregoing, either the Company or HCFP may terminate this Agreement for cause in the event of the breach
of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days
after written notice of the same is given to the party alleged to be in breach. Upon termination of this Agreement by the Company
without cause or by HCFP with cause, HCFP shall be entitled to receive the monthly payments hereunder for all remaining months
of the then one year term in which such termination occurred in a single lump-sum payment, payable within five business days of
such termination. Notwithstanding the termination of this Agreement, this Section 6 and Sections 8, 10 and 14 shall survive termination.


 


7.       Standard
of Care. HCFP 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 HCFP), 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
HCFP.


 


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


 


9.       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; provided, however, that HCFP shall have the right to assign this Agreement without the Company’s consent to HCFP/Portfolio
Services LLC or any other HCFP-affiliated entity established to perform the Services.


 


10.       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:


 




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	If to the Company:	c/o HCFP Inc.
	 	420 Lexington Avenue, Suite 300
	 	New York, New York 10170
	 	Attention:  Morris C. Laster, M.D.
	 	 
	If to HCFP:	420 Lexington Avenue, Suite 300
	 	New York, New York 10170
	 	Attn:  Joshua R. Lamstein


 


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.


 


11.      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.


 


12.     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.


 


13.     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.


 


14.     Governing
Laws. This Agreement shall be deemed to have been made and delivered in New York City and will be governed as to validity,
interpretation, construction, effect and in all other respects by the internal law of the State of New York. Each of the Company
and HCFP hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted
exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum
is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State
Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit,
action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit,
action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern
District of New York and (v) agrees that service of process upon it mailed by certified mail to its address set forth above and
will be deemed in every respect effective service of process upon it in any suit, action or proceeding.


 




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15.     Preparation
of this Agreement. This Agreement has been prepared by Greenberg Traurig LLP (“GT”) solely as counsel to
the Company. GT is not acting as legal counsel nor providing any legal representation to HCFP or Laster in connection with this
Agreement and the Company has advised HCFP and Laster to seek independent legal advice in connection with the preparation and negotiation
of this Agreement.


 


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


 


[Signatures Appear on
the Following Page]


 




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	 	PROJECT18 INC.
	 	 	 
	 	By:	 
	 	Name:	Morris C. Laster, M.D.
	 	Title:	Chief Executive Officer
	 	 	 
	 	HCFP/STRATEGY ADVISORS LLC
	 	 	 
	 	By:	 
	 	Name:	Joshua R. Lamstein
	 	Title:	Manager


 




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