Exhibit
10.4


 


4546
El Camino Real, Ste B1 Los Altos, CA 94022


 


November
11, 2021


 


Shaun
Bagai


Via
Email


 


Re:
Confirmatory Employment Letter 


 


Dear
Shaun:


 


This
confirmatory employment letter agreement (the “Agreement”) is entered into between Shaun Bagai (“you”)
and RenovoRx, Inc. (the “Company” or “we”), effective as of November 11, 2021 (the “Effective
Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date.


 


1.
Title; Position; Location. You will continue to serve as the Company’s Chief Executive Officer. You also will continue to
report to the Company’s Board of Directors (the “Board”) and will perform the duties and responsibilities customary
for such position and such other related duties as are lawfully assigned by the Company’s Board. You will perform your duties from
the Company’s corporate offices located in Los Altos, California (with the exception of any period during which a shelter-in-place
order or similar work-from-home arrangement affecting your employment with the Company remains in effect), subject to customary travel
as reasonably required by the Company and necessary to perform your job duties.


 


2.
Best Efforts. You will continue to devote your full business time and best efforts to the faithful and loyal performance of your
duties to the Company. While you render services to the Company, you will not engage in any other employment, consulting or other business
activity (whether full-time or part-time) that would create a conflict of interest with the Company, and any engagement or participation
in any outside business activity or business affairs by you will be subject to full disclosure and prior written approval from the Company’s
Board or its Compensation Committee, as applicable. By signing this Agreement, you confirm that you have no contractual commitments or
other legal obligations that would prohibit you from continuing to perform your duties for the Company.


 


3.
Base Salary. As of the Effective Date, your annual base salary will be $363,000 (“Salary”), which will be payable,
less any applicable withholdings, in accordance with the Company’s normal payroll practices. Your annual base salary will be subject
to review and adjustment from time to time by our Board or its Compensation Committee, as applicable, in its sole discretion.


 


4.
Annual Bonus. Commencing in the Company’s 2022 fiscal year, you will have the opportunity to earn a target annual cash bonus
equal to fifty percent (50%) of your annual base salary earned during the fiscal year, based on achieving performance objectives established
by the Board or its Compensation Committee, as applicable, in its sole discretion and payable upon achievement of those objectives, and
subject to such terms and conditions, as determined by the Board or its Compensation Committee. Unless determined otherwise by the Board
or its Compensation Committee, as applicable, any such bonus will be subject to your continued employment through and until the date
of payment, and any such bonus amounts paid will be subject to any applicable withholdings. Your annual bonus opportunity and the applicable
terms and conditions may be adjusted from time to time by the Board or its Compensation Committee, as applicable, in its sole discretion.


 




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5.
Equity Awards. You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements
the Company may have in effect from time to time. The Board or its Compensation Committee, as applicable, will determine in its sole
discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable
plan or arrangement that may be in effect from time to time.


 


6.
Employee Benefits. You will continue to be eligible to participate in the benefit plans and programs established by the Company
for its employees from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements.
The Company will reimburse you for reasonable travel or other expenses incurred by you in the furtherance of or in connection with the
performance of your duties under this Agreement, pursuant to the terms of the Company’s expense reimbursement policy as may be
in effect from time to time. The Company reserves the right to modify, amend, suspend or terminate the benefit plans, programs, and arrangements
it offers to its employees at any time.


 


7.
Severance. You will be eligible to enter into a Change in Control and Severance Agreement (the “Severance Agreement”)
applicable to you based on your position within the Company. The Severance Agreement will specify the severance payments and benefits
you may become entitled to receive in connection with certain qualifying terminations of your employment with the Company.


 


8.
Confidentiality Agreement/Arbitration. As an employee of the Company, you will continue to have access to certain confidential
information of the Company and you may, during the course of your employment, develop certain information or inventions that will be
the property of the Company. To protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the
Company’s Employee Confidential Information and Invention Assignment Agreement you previously signed with the Company (the “Confidentiality
Agreement”) still apply. Further, in the event of any dispute or claim relating to or arising out of our employment relationship,
you and the Company agree that any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration,
subject to the terms and conditions of the arbitration agreement set forth in Appendix B.


 


9.
At-Will Employment. This Agreement does not imply any right to your continued employment for any period with the Company or any
parent, subsidiary, or affiliate of the Company. Your employment with the Company is and will continue to be at-will. Accordingly, you
are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship
with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company
at least two weeks’ notice.


 


10.
Protected Activity Not Prohibited. The Company and you acknowledge and agree that nothing in this Agreement (or any other Company
agreement or policy)limits or prohibits you from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating
with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission,
including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration,
and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information
as permitted by law, without giving notice to, or receiving authorization from, the Company. In addition, nothing in this Agreement (or
any other Company agreement or policy) is intended to limit your rights to discuss the terms, wages, and working conditions of your employment,
nor prevent you from discussing or disclosing information about unlawful acts in
the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. You further
understand that you are not permitted to disclose the Company’s attorney-client privileged communications or attorney work product.
In addition, you acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding
immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Appendix A.


 


11.
Miscellaneous. This Agreement, together with the Confidentiality Agreement, the Severance Agreement and the stock options granted
to you by the Company under its Amended and Restated 2013 Equity Incentive Plan and 2021 Omnibus Equity Incentive Plan and the applicable
award agreements thereunder, constitute the entire agreement between you and the Company regarding the terms and conditions of your employment,
and they supersede and replace all prior negotiations, representations or agreements between you and the Company. This Agreement will
be governed by the laws of the State of California but without regard to the conflict of law provision, except that any dispute regarding
the enforceability of the arbitration section set forth in Appendix B to this Agreement shall be governed by the Federal Arbitration
Act. This Agreement may be modified only by a written agreement signed by a duly authorized officer of the Company (other than yourself)
and you.


 


[Signature
page follows]


 




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To
confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to
me.


 


	 	Sincerely,
	 	 	 
	 	RenovoRx,
    Inc.
	 	 	 
	 	By:	/s/
    Ramtin Agah
	 	 	Dr.
    Ramtin Agah
	 	 	 Chairman of the Board of Directors 


 


Agreed
to and accepted:


 


	 /s/ 
  Shaun R. Bagai 	




Shaun
R. Bagai


Dated:
November 11, 2021


 




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Appendix
A


 


Section
7 of the Defend Trade Secrets Act of 2016


 


“
.... An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a
trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly,
or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. ... An individual who files a lawsuit for
retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual
and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret
under seal; and (B) does not disclose the trade secret, except pursuant to court order.”


 




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Appendix
B


 


Arbitration
and Equitable Relief


 


A.
Arbitration. IN CONSIDERATION OF MY CONTINUED EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES
WITH ME, AND MY RECEIPT OF COMPENSATION AND OTHER COMPANY BENEFITS, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES,
CLAIMS, OR DISPUTES THAT I MAY HAVE WITH THE COMPANY (INCLUDING ANY COMPANY EMPLOYEE, OFFICER, DIRECTOR, TRUSTEE, OR BENEFIT PLAN OF
THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT OR RELATIONSHIP WITH
THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT
TO BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT (9 U.S.C. SEC. 1 ET SEQ.) (THE “FAA”). THE FAA’S SUBSTANTIVE
AND PROCEDURAL PROVISIONS SHALL EXCLUSIVELY GOVERN AND APPLY WITH FULL FORCE AND EFFECT TO THIS ARBITRATION AGREEMENT, INCLUDING ITS
ENFORCEMENT, AND ANY STATE COURT OF COMPETENT JURISDICTION SHALL COMPEL ARBITRATION IN THE SAME MANNER AS A FEDERAL COURT UNDER THE FAA.
I FURTHER AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, I MAY BRING ANY ARBITRATION PROCEEDING ONLY IN MY INDIVIDUAL CAPACITY,
AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT OR PROCEEDING.
I UNDERSTAND, HOWEVER, THAT NOTHING IN THIS AGREEMENT PREVENTS ME FROM BRINGING A REPRESENTATIVE LAWSUIT OR PROCEEDING AS PERMITTED BY
THE CALIFORNIA LABOR CODE’S PRIVATE ATTORNEYS GENERAL ACT OF 2004. TO THE FULLEST EXTENT PERMITTED BY LAW, I AGREE TO ARBITRATE
ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE
VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE
OLDER WORKERS BENEFIT PROTECTION ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA
FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR CODE, CLAIMS
RELATING TO EMPLOYMENT STATUS, CLAIMS RELATING TO COMPENSATION (CASH, EQUITY, BONUS, OR OTHERWISE), CLAIMS RELATING TO CLASSIFICATION,
AND CLAIMS OF HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION, AND BREACH OF CONTRACT. TO THE FULLEST EXTENT PERMITTED BY LAW, I ALSO
AGREE TO ARBITRATE ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE,
BUT NOT DISPUTES ABOUT THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THIS AGREEMENT TO ARBITRATE OR THE CLASS, COLLECTIVE, AND REPRESENTATIVE
PROCEEDING WAIVER HEREIN. WITH RESPECT TO ALL SUCH CLAIMS AND DISPUTES THAT I AGREE TO ARBITRATE, I HEREBY EXPRESSLY AGREE TO WAIVE,
AND DO WAIVE, ANY RIGHT TO A TRIAL BY JURY. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT
THE COMPANY MAY HAVE WITH ME. I UNDERSTAND THAT NOTHING IN THIS AGREEMENT REQUIRES ME TO ARBITRATE CLAIMS THAT CANNOT BE ARBITRATED UNDER
THE SARBANES-OXLEY ACT OR OTHER LAW THAT EXPRESSLY PROHIBITS ARBITRATION OF A CLAIM NOTWITHSTANDING THE APPLICATION OF THE FAA.


 




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B.
Administration of Arbitration. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JAMS PURSUANT TO ITS EMPLOYMENT ARBITRATION
RULES & PROCEDURES (THE “JAMS RULES”), WHICH ARE AVAILABLE AT http://www.jamsadr.com/rules-employment-arbitration/.
IF THE JAMS RULES CANNOT BE ENFORCED AS TO THE ARBITRATION, THEN THE PARTIES AGREE THAT THEY WILL ARBITRATE THIS DISPUTE UTILIZING JAMS
COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OR SUCH RULES AS THE ARBITRATOR MAY DEEM MOST APPROPRIATE FOR THE DISPUTE. I AGREE THAT
THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT
AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH FOR SUCH MOTIONS UNDER THE CALIFORNIA CODE
OF CIVIL PROCEDURE. I AGREE that the arbitrator shall issue a written decision on the merits.
I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR
MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. I
agree that the decree or award rendered by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction
thereof. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT
THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE, BUT ONLY SO MUCH OF THE FILING FEES AS I WOULD HAVE
INSTEAD PAID HAD I FILED A COMPLAINT IN A COURT OF LAW THAT WOULD HAVE HAD JURISDICTION OVER SUCH COMPLAINT. SUBJECT TO THE FAA’S
EXCLUSIVE APPLICABILITY TO THE ENFORCEMENT OF THIS AGREEMENT TO ARBITRATE, I AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY
ARBITRATION HEARING OR PROCEEDING APPLYING CALIFORNIA SUBSTANTIVE AND DECISIONAL LAW AND THE CALIFORNIA CODE OF CIVIL PROCEDURE, INCLUDING
THE CALIFORNIA CIVIL DISCOVERY ACT. I agree that any arbitration under this Agreement shall be
conducted in SANTA CLARA COUNTY, California. 


 


C.
Remedy. FOR PURPOSES OF SEEKING PROVISIONAL REMEDIES ONLY, I AGREE THAT THE COMPANY AND I SHALL BE ENTITLED TO PURSUE ANY PROVISIONAL
REMEDY PERMITTED BY THE CALIFORNIA ARBITRATION ACT (CALIFORNIA CODE CIV. PROC. § 1281.8), OR OTHERWISE PROVIDED BY THIS AGREEMENT.
EXCEPT FOR SUCH PROVISIONAL RELIEF, I AGREE THAT ANY RELIEF OTHERWISE AVAILABLE TO THE COMPANY OR ME UNDER APPLICABLE LAW SHALL BE PURSUED
SOLELY AND EXCLUSIVELY IN ARBITRATION PURSUANT TO THE TERMS OF THIS AGREEMENT.


 


D.
Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL,
STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING,
BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS
BOARD, THE SECURITIES AND EXCHANGE COMMISSION, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM
PURSUING A COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.


 




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E.
Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT TO ARBITRATE VOLUNTARILY AND WITHOUT
ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT
TO ARTBIRATE AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT
TO ARBIBTRATE AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL. I AGREE THAT I HAVE BEEN PROVIDED
AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.


 


Agreed
to and accepted:


 


Shaun
R. Bagai


Dated:
November 11, 2021


 




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