Exhibit 10.1


  


LINE
OF CREDIT AGREEMENT


 


THIS
LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 13th day of August,
2019 (“Effective Date”) by and among (the “Lender”) and/or its successors and assigns
(collectively, with the Lender) and Aptorum Therapeutics Limited, a Cayman Islands exempted company
(“Borrower”).


 


R E C I T A L S:


 


		A.	The
                                         Borrower wishes to obtain from the Lender, a line of credit facility of up to $[          ]
                                         (the “Line of Credit”).



 


		B.	In
                                         connection with the Line of Credit, the Borrower entered into a Promissory Note with
                                         the Lender (the “Note”) to borrow up to $[          ].



 


		C.	In
                                         full reliance on the representations made by Borrower in this Agreement and the Line
                                         of Credit Documents, Lender is willing to extend such financing to Borrower upon the
                                         terms, covenants and conditions contained in this Agreement and in the Line of Credit
                                         Documents.



 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement, Borrower and Lender
mutually agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Unless
the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below:


 


“Business
Day” shall mean any day of the week other than Saturday, Sunday or other day that is recognized as a holiday in the
United States of America.


 


“Default”
shall mean the occurrence and continuance of any of the events listed in Sections 6.1 or 6.2 of
this Agreement.


 


“Governmental
Authority” shall mean the government of the United States, any state, province or political subdivision thereof, any
other foreign country, any multi-national organization or body and any entity exercising executive, judicial, legislative, police,
taxing, regulatory or administrative authority or power of any nature.


 


“Line
of Credit” shall mean the financing provided by Lender to Borrower under the terms of this Agreement in the maximum
principal amount of [          ].


 


“Line
of Credit Documents” shall refer to this Agreement and the Note. All of the Line of Credit Documents are
incorporated herein by reference.


 


“Material
Adverse Event” means any circumstance or event that, individually or collectively with other circumstances or events,
may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted
or as proposed to be conducted.


 


“Maturity
Date” shall mean the third anniversary of the Effective Date, being the date that all sums evidenced by the Note shall
be due and payable;


 


“Note”
shall mean reference to the promissory Note issued by the Borrower to the Lender to evidence the Line of Credit and in the form
of Exhibit A annexed hereto and made a part hereof.


 


“Person”
shall mean and includes an individual, a partnership, a corporation, a limited liability company, a trust, an unincorporated association,
a joint venture or any other entity or a government or any agency or political subdivision thereof.


  



     


     


    

 


ARTICLE
II


AMOUNT
AND TERMS OF LINE OF CREDIT


 


2.1 Line
of Credit. On the Effective Date, the Lender shall provide the Borrower with a Line of Credit up to the maximum amount
of [          ], representing the maximum aggregate amount of the advances of funds from the Line of Credit (each an “Advance”)
that may be outstanding and any time under the Line of Credit (the “Principal Indebtedness”), from which Borrower
may draw down, at any time and from time to time during the period from and including the date of this Line of Credit through
the day immediately preceding the Maturity Date, a principal amount not to exceed at any one time outstanding, as to all such
Advances in the aggregate, the Principal Indebtedness. The entire Principal Indebtedness of the Line of Credit shall be due and
payable on the earlier to occur of (a) the occurrence and continuation of a Default hereunder, or (b) the Maturity Date (as the
same may be extended as herein provided).


 


2.2 Interest. Interest
shall be payable on the outstanding Principal Indebtedness at the rate of eight percent (8%) per annum (the “Interest
Rate”), payable semi-annually in arrears on February 12 and August 12 in each year.  Interest at the
Interest Rate on all outstanding Advances shall be payable with the then outstanding Principal Indebtedness on the Maturity Date.


 


2.3 Borrowing
Notice. All Advances, other than the Initial Advance shall be made by Lender on a date which shall be not later than five
(5) days following written request therefore from Borrower.


 


2.4 Prepayment. Borrower
may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all Interest accrued on any outstanding
Advances at any time prior to the Maturity Date, without the prior written consent of each of the Lender and without payment of
any premium or penalty.


 


2.5 Extension of Maturity Date. At any time prior to the Maturity Date upon mutual
written consent of the Borrower and the Lender, the Maturity Date may be extended for up to an additional three year period, in
which case the “Maturity Date” shall mean such later date as is agreed upon by the parties.


 


ARTICLE
III


ADDITIONAL
AGREEMENTS OF THE BORROWER


 


3.1 Conditions
Precedent to Disbursement at Closing. Prior to the disbursement of any of the proceeds of the Line of Credit
to or for the account of Borrower at closing of the Line of Credit, and as a condition precedent to such disbursement, all of
the conditions set forth below must be satisfied as determined by Lender, in Lender’ sole discretion.


 


(a) Line
of Credit Documents. On the Effective Date, the Borrower shall execute and deliver to the Lender, a counterpart
of all Line of Credit Documents in favor of the Lender.


 


(b) Miscellaneous
Items. Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit
as may reasonably be requested by Lender.


  



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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES


 


4.1 The
Borrower does hereby represent and warrant to Lender, as of the date hereof (except as to any representation or warranty which
specifically relates to another date), as follows (provided that any fact or item disclosed with respect to one representation
or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that
the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the
disclosure with respect to such fact or item contained in the disclosure schedules of Borrower):


 


a) Authority
to Execute and Perform Agreements. The Borrower has the full legal right and power and all authority and approval
required to enter into, execute and deliver this Agreement and the other Line of Credit Documents and to perform fully its obligations
hereunder and thereunder. The execution and delivery of this Agreement and the other Line of Credit Documents by the Borrower
and the consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all
necessary individual and corporate action, and no other proceedings on the part of Borrower are necessary to authorize this Agreement
and the other Line of Credit Documents or to consummate the transactions so contemplated. This Agreement and the other
Line of Credit Documents have all been or will be duly executed and delivered and are the valid and binding obligations of Borrower
enforceable against Borrower in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency or
other similar laws generally affecting the enforcement of creditors’ rights.


 


b) No
Breach. The Borrower's execution, delivery and performance of this Agreement and the other Line of Credit Documents
and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in
the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with
notice or lapse of time or both would constitute) a default under (a) the Borrower’s Memorandum and Articles of Association;
(b) any Contract to which the Borrower is a party or by or to which it or any of their assets are bound or subject;
or (c) any governmental law or judicial Order against, or binding upon or applicable to Borrower or their assets.


 


c) No
Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Borrower in connection with
this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any
broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement
or understanding with Borrower or any action taken by Borrower.


 


d) No
Legal Proceedings. As of the date hereof, there is no action, suit or proceeding other than a pending, or to the knowledge
of the Borrower threatened, against or involving the Borrower in any court, or before any arbitrator of any kind, or before or
by any governmental body, which in the reasonable judgment of the Borrower (taking into account the exhaustion of all appeals)
would have a material adverse effect on the financial condition of Borrower, and there is no action, suit or proceeding pending,
or to the knowledge of the Borrower threatened, against or involving the Borrower in any court, or before any arbitrator of any
kind, or before or by any governmental body, which in the reasonable judgment of the Borrower (taking into account the exhaustion
of all appeals) would have a material adverse effect on the financial condition of the Borrower, or which purports to affect the
legality, validity, binding effect or enforceability of this Agreement or the Note.


 


ARTICLE
V


COVENANTS


 


For
so long as any principal amount and accrued interest in respect of the Line of Credit remains outstanding, the Borrower covenants
and agrees with the Lender as follows:


 


5.1 Information. Borrower
shall furnish to Lender with reasonable promptness such data and information, financial and otherwise, concerning Borrower as
from time to time may reasonably be requested by Lender for purposes of administering compliance with the Line of Credit Documents.


 


 


5.2 Notice. Borrower
shall promptly notify Lender in writing of any of the following:


 


(a) The
existence or occurrence of any event, which with the passage of time, the giving of notice, or both, would constitute a Default
under this Agreement or a default under any of the Line of Credit Documents; and,


 


(b) Any
events or changes in the financial condition of Borrower occurring since the date of the last financial statement of Borrower
filed with the Securities and Exchange Commission prior to the date of this Agreement, which individually or cumulatively when
viewed in light of prior financial statements, may result in a Material Adverse Event in the financial condition of Borrower.


 



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5.3 Compliance
with Laws. Borrower shall comply with all local, state and federal laws, except where non-compliance could not
reasonably be expected to constitute a Material Adverse Event.


 


5.4 Additional
Negative Covenants. Borrower shall not, without the prior written consent of Lender, (i) liquidate, dissolve or wind-up the
Business and affairs of any of Borrower; (ii) effect any merger or consolidation transaction; (iii) sell, lease, transfer, license
or otherwise dispose, in a single transaction or series of related transactions, by Borrower of all or substantially all the assets
of Borrower; or (iv) consent to any of the foregoing.


 


ARTICLE
VI


DEFAULT;
REMEDIES


 


6.1 Events
of Default Not Requiring Notice. The occurrence and continuation of any of the following events shall constitute
an Event of Default under this Agreement and the Line of Credit Documents without the requirement of notice from Lender to Borrower:


 


(a) Nonpayment. The
failure of the Borrower to pay when due any principal or interest at the Interest Rate on the Line of Credit or other charge with
respect to the Principal Indebtedness, or the amount of any fee or payment required of Borrower under this Agreement or any of
the Line of Credit Documents; provided, that Borrower shall have a ten (10) business day period after which such payment is due
in order to cure such breach.


 


(b) Voluntary
Bankruptcy or Insolvency. The occurrence and continuance of any of the following with respect to either Borrower: (1) the
filing by it of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or
for a receiver or trustee for any of their respective properties; (2) an assignment by it for the benefit of creditors
or an admission by any of them, in writing, of an inability to pay their respective debts as they become due; or (3) the
entry of a judgment of insolvency against it by any state, provincial or federal court of competent jurisdiction, and any such
petition is not dismissed within 60 days after the filing thereof.


 


6.2 Notice. If
any Event of Default shall occur (whether or not any required notice has been given or an applicable grace period has elapsed),
Lender shall not be obligated to make any further advances or disbursements until such Event of Default is remedied. Unless
otherwise expressly provided by the terms of this Agreement, or the Line of Credit Documents, if an Event of Default shall occur
and be continuing, Lender shall give written notice of such occurrence to Borrower as follows:


 


(a) Monetary
Default. In the event of a monetary default for which Borrower is given a cure period, Lender shall give Borrower
written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure
period.


 


(b) Nonmonetary
Default. In the event of a nonmonetary default for which Borrower is given a cure period, Lender shall give Borrower
written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure
period. However, if the nonmonetary default cannot reasonably be corrected within the applicable cure period, Borrower
shall have an additional thirty (30) days to remedy such nonmonetary default if Borrower notifies Lender of the manner in which
the nonmonetary default shall be cured, and if appropriate corrective action is instituted within the initial specified cure period
and is diligently pursued thereafter. In the event that correction of the default requires action by a Governmental
Authority which cannot reasonably be obtained within an additional twenty (20) days, and Borrower has complied with the conditions
of the previous sentence, such twenty (20) day cure period shall be extended to some other reasonable amount of time, so long
as the Borrower’ Business is not impaired and continues in the ordinary course until the default is cured.


 


6.3 Election
of Remedies. If an Event of Default shall occur and continue after any required notice and lapse of any applicable
grace period, all obligations of Lender under this Agreement and under the Line of Credit Documents shall cease and terminate,
and at the election of Lender, the Lender may: (i) declare the outstanding Principal Indebtedness evidenced by the
Note immediately due and payable; (ii) exercise any remedy provided for in the Line of Credit Documents; or (iii) (iv) exercise
any other right or remedy available to Lender pursuant to any Line of Credit Document, or as provided at law or in equity.


 



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6.4 No
Remedy Exclusive. No remedy conferred upon or reserved to Lender under this Agreement shall be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement, the Line of Credit Documents, or now or hereafter existing at law or in equity or by statute. No
delay or failure to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed
expedient.


 


6.5 Right
of Set-off. Upon the declaration of the Note as due and payable pursuant to the provisions of Section 6.1, the Lender
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing
by the Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement and the Note held by the Lender, irrespective of whether or not the Lender shall have
made any demand under this Agreement or such Note and although such obligations may be unmatured. The Lender agrees promptly to
notify the Borrower after any such set-off and application made by the Lender, provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of the Lender under this Section 6.5 are in addition to other
rights and remedies (including other rights of set-off) which the Lender may have.


 


6.6 Expenses
during Default. Borrower shall pay all of Lender’s reasonable fees and costs incurred in the preparation of this Note
and any related documents. If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to enforce
its collection, the Borrower shall pay all reasonable costs of collection including reasonable attorneys' fees.


 


ARTICLE
VII


MISCELLANEOUS


 


7.1 Non-Waiver. No
disbursement of the proceeds of the Line of Credit shall constitute a waiver of any covenant or condition to be performed by Borrower. In
the event Borrower are unable to satisfy any such covenant or condition, Lender shall not be precluded from thereafter declaring
such failure to be an Event of Default.


 


7.2 Amendments. Neither
this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified or amended
by an instrument in writing, signed by each of the Lender and the Borrower.


 


7.3 Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective
successors and assigns.


 


7.4 Waivers. The
failure by Lender or Borrower at any time or times hereafter to require strict performance by the other of any of the undertakings,
agreements or covenants contained in this Agreement shall not waive, affect or diminish any right of Borrower or Lender hereunder
to demand strict compliance and performance therewith. Any waiver by Lender of any Event of Default under this Agreement
shall not waive or affect any other Event of Default hereunder, whether such Event of Default is prior or subsequent thereto and
whether of the same or a different type. None of the undertakings, agreements or covenants of Borrower and Lender under this Agreement
shall be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by the party to be charged
specifying such waiver.


 


7.5 Survival. This
Agreement shall survive the disbursement of the proceeds of the Line of Credit, and each and every one of the obligations and
undertakings of Borrower and Lender contained herein shall be continuing obligations and undertakings and shall not cease and
terminate until all amounts which may accrue pursuant to this Agreement or any of the Line of Credit Documents shall have been
fully paid and all obligations and undertakings of Borrower shall have been fully discharged.


  



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7.6 Assignment and
Notices.


 


(a) Neither
Borrower may not assign, in whole or in part, any of their rights or obligations under this Agreement, the Line of Credit Documents
or any other agreement or commitment (in addition to this Agreement and the Line of Credit Documents) in existence between Lender
on one hand, and Borrower, on the other hand, without the prior written consent of the Lender The Lender may assign this Agreement
or any of the other Line of Credit Documents.


 


(b) Except
as otherwise provided in this Agreement or in any Line of Credit Document, whenever Lender or Borrower desire to give or serve
any notice, demand, request or other communication with respect to this Agreement or any other Line of Credit Document, each such
notice shall be in writing and shall be effective only if the notice is delivered by personal service, by nationally-recognized
overnight courier or by email, addressed in the same manner as provided in this Agreement. Any notice delivered personally
or by courier shall be deemed to have been given when delivered. Any notice sent by email (confirmed orally by telephone,
with a copy sent by overnight courier) shall be presumed to have been received on the date transmitted. Any party may
change its address by giving notice to the other party of its new address in the manner provided above.


 


7.7 Severability. If
any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision of this
Agreement.


 


7.8 No
Partnership. Nothing contained in this Agreement, or in any Line of Credit Document shall be construed as creating
a joint venture or partnership between Borrower and Lender. There shall be no sharing of losses, costs and expenses
between Borrower and Lender, and Lender shall have no right of control or supervision except as Lender may exercise Lender’s
rights and remedies provided hereunder and in the Line of Credit Documents.


 


7.9 Interpretation. Whenever
the context shall require, the plural shall include the singular, the whole shall include any part thereof, and any gender shall
include both other genders. The article and section headings contained in this Agreement are for purposes of reference
only and shall not limit, expand or otherwise affect the construction of any provisions hereof.


 


7.10 Governing
Law. This Agreement and all matters relating hereto shall be governed by, construed and interpreted in accordance
with the laws of Hong Kong without giving effect to principles of conflicts of laws.


 


7.11 Conflicts. The
provisions of this Agreement are not intended to be superseded by the provisions of the Line of Credit Documents executed in conjunction
with this Agreement but shall be construed as supplemental thereto. In the event of any inconsistency between the provisions
hereof and the Line of Credit Documents, it is intended that this Agreement shall control.


 


7.12 Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original,
but all such counterparts taken together shall constitute only one instrument.


 


7.13 Attorney
Fees. Borrower and Lender agree that should either of them default in any of the covenants or agreements contained
in this Agreement or any of the Line of Credit Documents, the defaulting party shall pay all costs and expenses, including reasonable
attorney fees and costs, incurred by the non-defaulting party to protect its rights hereunder, regardless of whether an action
is commenced or prosecuted to judgment.


 


7.14 Jury
Waiver. EACH BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LINE OF CREDIT DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER,
ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. EACH BORROWER AND LENDER EACH
REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.


 


7.15 Final
Expression. THIS AGREEMENT AND THE LINE OF CREDIT DOCUMENTS ARE THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING
OF LENDER WITH RESPECT TO THE LINE OF CREDIT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.


 


7.16 Digital
Signatures. This Agreement and all Line of Credit Documents may be executed by digital signatures and delivered
electronically in pdf format, each of which shall be given the same legal weight as though they were ribbon original signatures.


 


[Signatures
appear on the following pages.]


  



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IN
WITNESS WHEREOF, the parties hereto have executed this Line of Credit Agreement this 13th day of August, 2019.


  


	 	LENDER:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	BORROWER:
	 	 
	 	APTORUM THERAPEUTICS LIMITED
	 	 
	 	By:	 
	 	 	Name:	  Darren Lui
	 	 	Title:	 Executive Director


  



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EXHIBIT
A


 


Promissory
Note


  


 


8