RELMADA THERAPEUTICS, INC. 757 Third Avenue, Suite 2018 New York, NY 10017

EX-10.3 4 f8k110615ex10iii_relmada.htm DIRECTOR AGREEMENT, DATED NOVEMBER 10, 2015, BY AND BETWEEN PAUL KELLY AND RELMADA THERAPEUTICS, INC.

Exhibit 10.3

RELMADA THERAPEUTICS, INC.

757 Third Avenue, Suite 2018

New York, NY 10017

November 10, 2015

Paul Kelly

300 East 56^th Street, Apt. 19E

New York, NY 10022

Dear Mr. Kelly:

On behalf of Relmada Therapeutics, Inc. (the “Company”), I would like to welcome you to our team. I would also like to take this time to confirm our discussions with regard to your position on our Board of Directors starting November 12, 2015.

Salary:

$30,000 per year, payable in four equal quarterly installments.

Options:

25,765 options (the “Options”) to purchase shares of the Company’s common share $0.001 par value (the “Shares”) The Options shall have a term of 10 years and the exercise price of the Options shall be equal to the share price of the common stock on your start date, November 12, 2015. The Options shall vest as follows: twenty-five percent (25%) shall vest on the first anniversary of the Effective Date (the “Grant Date”) and the remaining seventy-five percent (75%) shall thereafter vest in equal quarterly increments of 6.25% of the initial option Grant over the following three year period. For the avoidance of doubt, the final installment of Options shall vest on November 12, 2019.

Term:

You shall remain as a director of the Company from the Effective Date until your resignation, or successor, if any, is elected or qualified (the “Termination Date”). You shall be classified as a Class III director and be up for election at the 2017 annual shareholders meeting, with a three year term thereafter. If your position is terminated prior to the Termination Date, you shall only be entitled to the Salary payable and the Options that have vested as of such date. You shall also on the date hereof sign an Indemnification Agreement with the Company.

Committees:

You agree to be a member of the Company’s compensation committee. As of the date hereof, annual compensation for being a member of the compensation committee is $5,000.

In light of receiving the Shares, you hereby represent and warrant that:

you (i) have adequate means of providing for your current needs and possible personal contingencies, (ii) have no need for liquidity in this investment, (iii) are able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) are an “accredited investor” as defined in the Securities Act of 1933, as amended;

you do not have a preexisting personal or business relationship with the Company or any of its directors or executive officers, or by reason of any business or financial experience or the business or financial experience of any professional advisors who are unaffiliated with and who are compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to protect your interests in connection with the investment of the Company;

you are aware that:

The Shares are not transferable under this Letter Agreement and applicable securities laws; and

ii.

The Articles of Incorporation and Bylaws of the Company contain provisions that limit or eliminate the personal liability of the officers, directors and agents of the Company and indemnify such parties for certain damages relating to the Company, including damages in connection with the Shares and Options and the good-faith management and operation of the Company;

you have not been furnished any offering literature and has not been otherwise solicited by the Company;

the Company and its officers, directors and agents have answered all inquiries that you have made of them concerning the Company or any other matters relating to the formation, operation and proposed operation of the company and the offering and sale of the Shares;

all information that you have provided to the Company concerning yourself, your financial position and your knowledge of financial and business matters, including all information contained herein, is correct and complete as of the date set forth at the end hereof and may be relied upon, and if there should be any material adverse change in such information prior to this subscription being accepted, you will immediately provide the Company with such information; and

in rendering the services hereunder and in connection with the Shares, you agree to comply with the applicable federal and state securities laws, the rules and regulations thereunder, the rules and regulations of any exchange or quotation service on which the Company’s securities are listed and the rules and regulations of the National Association of Securities Dealers, Inc.

On behalf of the Company’s Board, I would like to thank you for your time and we look forward to working with you closely to make the Company a success.

Yours truly,

/s/ Sandesh Seth
Sandesh Seth
Chairman of the Board

Accepted as of the date
first above written (the “Effective Date”)

/s/ Paul Kelly
Paul Kelly