Exhibit 10.1


 


Regencell Bioscience Holdings Limited


 


11/F First Commercial Building


33-35 Leighton Road


Causeway Bay, Hong Kong


+ 852 2155 0823


 


December 13, 2021


 


	Re:	Director Offer Letter


 


Dear Dr. Wing-Yan (William) Lo,


 


Regencell Bioscience Holdings Limited, a Cayman
Islands company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”).
We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the
Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”)
shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree
to provide to the Company.


 


1. Term. Your
term as director shall begin immediately as of the date of this Agreement and continue subject to the provisions in Section 8 below or
until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s
meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.


 


2. Services.
You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto
(hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of
meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate
at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s)
as necessary via telephone, electronic mail or other forms of correspondence.


 


3. Compensation.
As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto
(hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be
paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by
you in connection with the performance of your Duties.


 


4. No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written
consent of the Company.


 


5. Confidential Information;
Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection
with your business relationship with the Company, you hereby represent and agree as follows:


 


a. Definition.
For purposes of this Agreement the term “Confidential Information” means:


 


i. Any information which the Company
possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility
in the business in which the Company is engaged; or


 


ii. Any information which is related
to the business of the Company and is generally not known by non-Company personnel. 


 


iii. Confidential Information includes,
without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques,
methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts,
customer and supplier identities, characteristics and agreements.


 


b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include:


 


i. Any information which becomes
generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement
requiring confidentiality between the Company and you;


 


ii. Information received from a
third party in rightful possession of such information who is not restricted from disclosing such information; and


 


iii. Information known by you prior
to receipt of such information from the Company, which prior knowledge can be documented.


 


c. Documents. You agree
that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs,
data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you
make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to
the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section
8 herein.


 






     


     


    

 


d. Confidentiality. You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe
necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement.


 


e. Ownership. You agree
that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions
(whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived
or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively,
“Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company,
at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights
assigned.


 


6. Non-Competition.
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal,
corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by,
or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly
or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided,
however, that you may own securities of any public corporation which is engaged in such business but in an amount not to
exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly
owned company as director, employee, consultant or otherwise. 


 


7. Non-Solicitation.
So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment
any individual who was an employee of the Company during your tenure.


 


8. Termination and Resignation.
Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares
of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated
for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent
jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering
your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the
time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date
of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you
any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses
already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares
that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.


 


9. Governing Law.
All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder,
shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in
the State of New York.


 


10. Entire Agreement;
Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may
be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any
term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term
or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by
any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such
provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original
and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a
facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.


 


11. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’
fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs
and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such
proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence,
amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made
by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or
settlement that you are not entitled to be indemnified by the Company.


 


12. Not an Employment
Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you
to continue employment with the Company.


 


13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.


 






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The Agreement has been executed and delivered by the undersigned and
is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 	 
	 	REGENCELL BIOSCIENCE HOLDINGS LIMITED
	 	 
	 	By:	/s/ Yat-Gai Au
	 	Name: 	Yat-Gai Au
	 	Title:	Chief Executive Officer


 


	AGREED AND ACCEPTED:
    	 
	 	 
	/s/ Wing-Yan (William) Lo	 
	Dr. Wing-Yan (William) Lo	 


 






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Schedule A


 


The Director is offered to serve on the following Board committee(s):


 	Committee 	 	Title
	Audit Committee	 	Chairman
	Compensation Committee	 	Member
	Nominating and Corporate Governance Committee	 	Member



 







     


     


    

 


Schedule B


Compensation


 


You will receive cash compensation in the amount
of $30,000 cash as a member of the Board and of $5,000 cash for serving as the chairperson of the audit committee of the Board, payable
quarterly, and the option compensation as set forth below:


 


	Option
    Grant Date	 	Amount	 	Exercise
    Price	 	Vesting
    Schedule
	January 1, 2022	 	Option to purchase 15,585 ordinary shares	 	January 1, 2022 closing price of the ordinary
shares	 	The options will vest over a four-year period with 25% of the options vesting on the each anniversary of the date of grant. (For the avoidance of confusion, option to purchase 3,896 shares will vest on the anniversary of each years in the first 3 years and option to purchase 3,897 shares will vest on the fourth anniversary.)