Consulting Agreement
| Expiration Date | 27 March 2021 |
| Date | 27 March 2017 |
| Parties | Immunotolerance, Inc. ("Company"), Alan Crane ("Consultant") |
| Renewal Term | successive 1 year |
| Section | Commercial Contracts |
Exhibit 10.17
IMMUNOTOLERANCE, INC.
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), made this 27th
day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware
corporation (the “Company”), and Alan Crane, an individual (the “Consultant”).
WHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the
Company.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably
requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also
agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined
below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity
in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.
2. Term. This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period,
as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the “Consultation
Period”), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless
the Company provides 90 days’ notice of termination before any such successive period.
3. Compensation.
3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement.
Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase
from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the “Shares”)
of common stock, $0.0001 par value, of the Company (“Common Stock”), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.
Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares
shall be subject to the terms of the Restricted Stock Agreement.
3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred
or paid by the Consultant in connection with, or related to, the performance of Consultant’s services under this Agreement.
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