Exhibit 10.1
ADVISORY BOARD AGREEMENT
Between BioForce NanoSciences Holdings, Inc and Stuart J. Yarbrough
This Advisory Board Agreement ("Agreement") is entered into as of May 19, 2026 ("Effective Date"), by and between:
Company: BioForce NanoSciences Holdings, Inc. (BFNH) (“Company”), a Nevada Company, with its primary business office at 2020 General Booth Blvd. Ste. 230, Virginia Beach, VA 23454, phone: 757-306-6090, and
Advisor Board Member: Stuart J. Yarbrough ("Advisor"), address: XXXXXXXXX, phone: XXXXXXXX, and email address: XXXXXXXX.
Collectively, the "Parties."
1. Appointment
The Company hereby appoints Advisor to serve as an advisor board member to the Company, and Advisor accepts such appointment, subject to the terms and conditions of this Agreement.
2. Term
The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years unless earlier terminated in accordance with Section 8 of this Agreement. The agreement terminates on May 19, 2029, and the parties may renegotiate a new advisory board agreement at the end of the term.
3. Advisory Services
The Advisor may provide strategic advice and guidance to the Company, which may include:
- Business strategy and planning;
- Industry and market insights;
- Introductions to potential customers, partners, investors, and other business contacts;
- Review of business initiatives as they pertain to the Company’s oil/gas exploration and development.
- Introduction to key Wall Street professionals assisting the Company in listing shares on the US National Exchange – i.e., NASDAQ or NYSE.
- Participation in management meetings as reasonably requested by the Company.
Advisor shall serve as an independent contractor and shall not have authority to bind the Company.
4. Time Commitment
Advisor agrees to devote a reasonable amount of time to performing advisory services outlined in Section 3.
5. Compensation
5.1 Equity Compensation
As consideration for Advisor's services under this Agreement, the Company shall grant Advisor 1,500,000 (One Million Five Hundred Thousand) 144 Restricted shares of the Company's common stock (the "Shares). The cost basis of the shares is determined by the closing price of the Company's shares on May 19, 2026, $0.55 (Fifty-Five Cents) per share, the closing price of the Company’s stock traded on OTC Markets. The 144 shares shall be issued as “Book Entry” to Advisor as soon as practical following the Effective Date as payment for services to be rendered during the Term.
The Company will issue shares pursuant to the terms of this agreement on behalf of Stuart Yarbrough, as grantor of his family trust, Stuart J. Yarbrough Family Trust, UAD 01/20/2012.
5.2 Securities Compliance
The issuance of Shares is subject to US SEC Rule 144 and all applicable securities laws.
5.3 Tax Responsibility
Advisor acknowledges that the issuance of Shares may create tax obligations. Advisor shall be solely responsible for any taxes arising from the receipt, ownership, or disposition of the Shares.
6. Confidentiality
Advisor shall maintain in strict confidence all non-public information concerning the Company, its business, customers, technology, finances, and operations.
Advisor shall not disclose or use Confidential Information except as necessary to perform services under this Agreement.
These confidentiality obligations shall survive termination of this Agreement for two (2) years after May 19, 2029.
7. Intellectual Property
Any ideas, inventions, improvements, works of authorship, materials, or other intellectual property developed by Advisor specifically for the Company in connection with advisory services shall be the exclusive property of the Company.
Advisor agrees to execute any documents reasonably necessary to confirm such ownership.
8. Termination
The Parties may immediately terminate this Agreement for:
- Material breach of this Agreement.
- Fraud, misconduct, or illegal activity.
9. Independent Contractor
Advisor is an independent contractor and not an employee, partner, joint venture, or agent of the Company, and not entitled to employee benefits.
10. Non-Disparagement/Confidentiality
During the Term and for two (2) years thereafter, neither Party shall knowingly make false or disparaging statements concerning the other Party and shall maintain confidence and not discuss the operations of the Company and its management team.
11. Representations
Advisor represents that entering into this Agreement does not violate any other agreement or obligation.
The Company represents that it has authority to issue the 144 Shares and enter into this Agreement.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.
13. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.
Any amendment must be in writing and signed by both Parties.
14. Notices
All notices under this Agreement shall be in writing and delivered by personal delivery, recognized courier, or email to the addresses designated by the Parties.
COMPANY
Name: Richard Kaiser
Title: CFO
Signature: /s/ Richard Kaiser
Date: May 19, 2026
ADVISOR BOARD MEMBER
Name: Stuart Yarbrough
Signature: /s/ Stuart Yarbrough
Date: May 19, 2026