Exhibit 10.8


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”), dated March 22, 2021, is by and among Unicycive Therapeutics Inc., a Delaware corporation (the
“Company”), and Pramod Gupta (the “Executive”).


 


WHEREAS, the Company
desires to employ Executive, and Executive desires to be employed by, the Company, in each case effective as of March 22, 2021 (the “Effective
Date”);


 


WHEREAS, in connection
with the foregoing, Executive shall be required to perform Executive’s duties and obligations hereunder on behalf of the Company,
as appropriate, and such duties and obligations shall be enforceable by the Company;


 


WHEREAS, this Agreement
supersedes any and all prior employment agreements or similar agreements by and between Executive and the Company;


 


NOW, THEREFORE, in
consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree that the above recitals are hereby incorporated
by reference into this Agreement and are binding upon the parties hereto and agree as follows:


 


1. Employment.
The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed with the Company, upon the terms and conditions
contained in this Agreement. Unless earlier terminated by either party in accordance with Section 5, Executive’s employment
with the Company shall continue for an initial term commencing on the Effective Date and continuing until the third (3rd) anniversary
of the Effective Date (the “Initial Term”) and thereafter shall automatically renew for successive one year terms (each
a “Renewal Term”) unless either party provides written notice of non-renewal to the other party at least sixty (60)
days prior to the last day of the then-current term (such Initial Term and subsequent Renewal Term(s) or portions thereof occurring prior
to termination, collectively the “Employment Period”).


 


2.
Duties.


 


2.1 During
the Employment Period, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with
Executive’s position for the Company. Executive shall have the title of Executive Vice President, Pharmaceutical and Business
Operations of the Company and shall have such duties, authorities and responsibilities as are consistent with such position, as the
Board of Directors of the Company (the “Company Board”) may designate from time to time. Executive will report
directly to the Chief Executive Officer of the Company. During the Employment Period, the Company Board shall recommend to its
shareholders that Executive be elected as a member of the Company Board and, if so elected, Executive shall serve for no additional
consideration as a member of the Company Board. Executive agrees that during Executive’s employment with the Company, Executive will
devote Executive’s full business time, attention, skill and best efforts to the performance of Executive’s employment duties and
Executive is not to engage in any other business or occupation without approval of the Company Board. Notwithstanding the foregoing,
Executive may (i) serve as a director or advisor of one (1) for-profit company without the prior approval of the Company Board; (ii)
perform and participate in charitable, civic, educational, professional, community and industry affairs and other related
activities; and (iii) manage Executive’s personal investments, provided, however, that such activities do not materially
interfere, individually or in the aggregate with the performance of Executive’s duties hereunder.


 






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3. Location
Of Employment. Executive shall work remotely until such time as Executive and the Company mutually agree that Executive will work
from the Company offices..


 


4.
Compensation.


 


4.1 Base
Salary. In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary
(the “Base Salary”) at an annual rate of $450,000 during the Employment Period. The Base Salary shall be paid in such
installments and at such times as the Company pays its regularly salaried employees, but no less often than once per month.


 


4.2 Annual
Discretionary Bonus. During each fiscal year of the Executive’s employment with the Company (commencing with the 2021 fiscal year),
Executive will be eligible to receive an annual discretionary bonus (“Cash Bonus”). Executive’s target Cash Bonus
shall be equal to 50% of Base Salary (the “Target Bonus”). The Cash Bonus amount will be based upon achievement of
Company and individual performance targets established by the Company Board, in its sole and absolute discretion, for the fiscal year
to which the bonus relates. The payment of any Cash Bonus described herein will be made at the same time annual bonuses are generally
paid to other senior executives of the Company (generally the first regular payroll date following the Company Board’s certification of
achievement of applicable performance targets). If Executive is eligible to receive a Cash Bonus, such bonus will not be deemed to be
fully “earned” unless Executive is (i) employed by the Company and in good standing on the last day of the fiscal year to which
the Cash Bonus relates, and (ii) has not given notice of Executive’s intention to resign Executive’s employment as of, or prior to, the
date the Company pays the applicable Cash Bonus. The Cash Bonus shall be paid to Executive no later than March 15th of the year following
the year for which the bonus is payable.


 


4.3 Equity
Award. Executive will, on or as soon as reasonably practicable after the date of an initial public offering of the Company (the “IPO
Date”), be granted an equity-based compensation award (“Award”) in such amounts and subject to such terms
and conditions that are consistent with, and no less favorable to Executive than, the terms and conditions set forth in Exhibit A
attached hereto. Upon termination of Executive’s employment, the treatment of any portion of outstanding Award shall be determined
in accordance with the terms of any agreements governing such Award (“Award Agreement”). Executive shall remain eligible
to receive additional equity-based compensation awards as the Company may grant from time to time.


 


4.4 Vacation.
During the Employment Period, Executive shall be entitled to vacation benefits consistent with Company policy, as may be in effect from
time to time, except to the extent such policy is inconsistent with this Agreement.


 




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4.5 Benefits.
During the Employment Period, Executive shall be entitled to participate in any benefit plans offered by the Company as in effect from
time to time (collectively, “Benefit Plans”) on the same basis as those generally made available to other senior employees
of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive acknowledges and
agrees that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion. During the Employment
Period, the Company shall provide Executive with (i) life insurance coverage (equal to at least two (2) times Executive’s Base Salary),
and (ii) disability insurance coverage. The Company will cover Executive under directors’ and officers’ liability insurance,
with Executive as a named insured, during Executive’s employment, to the same general extent as other executive officers of the
Company.


 


5.
Termination. Executive’s employment hereunder may be terminated as follows:


 


5.1
Automatically in the event of the death of Executive;


 


5.2 At
the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability
of Executive. As used herein, the term “Disability” shall mean a determination by an independent competent medical authority
(mutually agreed upon by Executive and the Company) that Executive is unable to perform Executive’s duties under this Agreement with or
without reasonable accommodation, for a period of 120 consecutive days or 180 days in any 365 day period. If there is a question as to
the existence of Executive’s Disability as to which Executive and the Company cannot agree, same shall be determined in writing
by a qualified independent medical authority mutually acceptable to Executive and the Company. If the parties hereto cannot agree as to
a qualified independent physician, each of the Executive, on the one hand, and the Company, on the other, shall appoint such a physician
and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing
to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Executive shall fully cooperate in connection
with the determination of whether Disability exists.


 


5.3 At
the option of the Company for Cause (as defined in Section 6.5), on prior written notice to Executive (subject to any cure period
described in Section 6.5);


 


5.4 At
the option of the Company without Cause, on thirty (30) days’ prior written notice to Executive;


 


5.5 At
the option of Executive (a) for Good Reason (in accordance with the definition in Section 6.5) or (b) for any or no reason other
than Good Reason on thirty (30) days’ prior written notice to the Company (which the Company may, in its sole discretion, make effective
as a resignation earlier than the termination date provided in such notice and further provided that if Executive unilaterally resigns
Executive’s employment before the end of such requisite notice period then such resignation shall be treated for purposes of this Agreement
as a termination under Section 5.4); or


 




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5.6 As
of the last day of the Initial Term or the then-current Renewal Term if either Executive or the Company elects not to renew the Agreement
in accordance with and subject to the notice provisions set forth in Section 1.


 


6.
Severance Payments.


 


6.1 Non-Renewal
by the Company, Termination by the Company Without Cause or Termination by Executive for Good Reason. If Executive’s employment
is terminated by the Company without Cause (and not due to death or Disability), by Executive for Good Reason or as the result of the
Company’s decision not to renew the Agreement in accordance with Section 1, subject to Section 6.7 hereof, Executive
shall be entitled to:


 


(a) within
thirty (30) days following such termination, or sooner as may be required by law, payment of Executive’s accrued and unpaid Base
Salary and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination;


 


(b)
subject to Section 13.7(b) hereof, an amount in cash equal to the sum of (i) twelve (12) months of Executive’s Base
Salary as in effect as of Executive’s last day of employment and (ii) Executive’s Target Bonus as in effect as of Executive’s
last day of employment (but in no event less than Executive’s bonus paid in the prior year), which sum of (i) and (ii) shall
be payable in substantially equal installments (the “Severance Amount”) at the same time Base Salary would be paid
over the twelve (12) month period (the “Severance Period”) following termination; provided, however,
if the Executive’s review and revocation period for the release of claims required pursuant to Section 6.7 hereof spans
two of Executive’s taxable years, the first payment shall be made on the first regularly scheduled payroll date of the later
taxable year following the effective date of such release of claims and shall include all amounts accrued prior thereto;


 


(c) if
Executive is eligible for and elects to enroll in “COBRA” type continuation coverage of Executive’s health benefits
under the Company’s group health plan, for the Severance Period (“COBRA Payment Period”) the Company will
pay Executive on a monthly basis a taxable amount equal to the full monthly premium (just the Company portion) for the corresponding
active employee coverage type (e.g., single, single plus one, family) under the Company’s group health plan that was in effect
for Executive on the termination date, less applicable taxes and withholdings; provided, that the Company’s obligation to make
these monthly taxable COBRA premium payments to Executive hereunder shall cease on the earlier of: (i) the date on which Executive
first becomes eligible for coverage under any group health plan made available by another employer (and Executive shall notify the
Company in writing promptly, but within 10 days, after becoming eligible for any such benefits); and (ii) the date on which
Executive’s COBRA continuation coverage under the Company’s group health plan ends on account of Executive’s
election to terminate such coverage; notwithstanding the foregoing, if the Company determines, in its sole discretion, that the
payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal
Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not
limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation
Act), then in lieu of providing the COBRA premiums; the Company, in its sole discretion, may elect to instead pay Executive on the
first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month,
subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the
COBRA Payment Period (Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums);
notwithstanding the foregoing, if for any reason Executive is ineligible for, or does not elect to enroll in “COBRA” type
continuation coverage of Executive’s health benefits under the Company’s group health plan, the Company will pay Executive a lump
sum equal to the aggregate payments the Company would have paid Executive on a monthly basis pursuant to the above provisions;


 






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(d) a
lump sum payment equal to the amount of any Cash Bonus earned with respect to a fiscal year ending prior to the date of such termination
but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to
be employed by the Company, but in no event later than 73 days following the end of the fiscal year in which the termination occurs;


 


(e) a
lump sum payment equal to the amount of Cash Bonus that was accrued for the year in which Executive’s employment ends based upon
the good faith determination of the Company Board in accordance with the Company’s normal practices as of the last day of the calendar
month during which Executive’s termination became effective (it being understood that the Company will accrue the Cash Bonus on
a monthly basis), payable no later than 73 days after the termination date;


 


(f) all
other accrued or vested amounts or benefits due to Executive in accordance with this Agreement, the Company’s benefit plans, programs
or policies (other than severance), and


 


(g) subject
to Executive’s compliance with the restrictive covenants set forth in Section 8 hereof, the portion of any then outstanding and
unvested portion of any time-vesting equity award granted to Executive by the Company that would vest on the next vesting date shall automatically
vest upon Executive’s termination date, multiplied by a fraction, where the numerator is the number of days Executive was employed
since the last vesting date (or the date of grant, if such termination occurs prior to the first vesting date applicable to any such award)
and the denominator is the total number of days since the last vesting date (or the date of grant, if such termination occurs prior to
the first vesting date applicable to any such award) until the next vesting date.


 


6.2 
Termination due to Executive’s Death or Disability. Upon the termination of Executive’s employment due to Executive’s
death or Disability pursuant to Section 5.1 and Section 5.2 respectively, Executive or Executive’s legal representatives
shall be entitled to receive (i) the acceleration and vesting in full of any then outstanding and unvested portion of any time-vesting
equity award granted to Executive by the Company; and (ii) the payments and benefits described under Sections 6.1(a), (d), (e) and
(f).


 


6.3 Termination
due to Non-Renewal by Executive or Termination by Executive without Good Reason. Upon the termination of Executive’s
employment due to the non-renewal by Executive or termination by Executive without Good Reason, Executive shall be entitled to
receive only the payments and benefits described in Sections 6.1(a), (d), and (f), and the treatment of Executive’s
Award in accordance with the Award Agreement.


 






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6.4 Termination
by the Company for Cause. Upon the termination of Executive’s employment by the Company for Cause pursuant to Section 5.3, Executive
shall be entitled to receive only the payments and benefits described in Sections 6.1(a) and (f), and the treatment of Executive’s
Award in accordance with the Award Agreement.


 


6.5 Termination
Following Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason
within twelve (12) months following a Change in Control, Executive shall be entitled to receive the following:


 


(i) the acceleration and vesting in full
of any then outstanding and unvested portion of any time- vesting equity award granted to Executive by the Company; and (ii) the benefits
described Sections 6.1(a), (b), (c), (d), (e) and (f).


 


6.6
Definitions.


 


(a)
Cause. For purposes of this Agreement, “Cause” shall mean:


 


(i) Executive’s
continued failure or refusal to follow the lawful directives of the Company Board after being given written notice and thirty (30) days
to remedy such failures or refusals;


 


(ii) Executive’s
willful misconduct, gross negligence, act of material dishonesty in connection with Executive’s employment;


 


(iii) Executive’s
indictment for, or a plea of guilty or no contest to, any felony or any other criminal offence involving serious moral turpitude;


 


(iv) Executive’s
violation of any material written policies of the Company or its affiliates of which Executive has received written notice and which violation
is, in each case, if curable, is not cured within thirty (30) days of written notice from the Company;


 


(v) Executive’s
breach of any non-solicitation or non-competition obligations to the Company or its affiliates, including, without limitation, those set
forth in Sections 8.1 and 8.2 of this Agreement or Executive’s willful, grossly negligent, or reckless breach of any
confidentiality obligations to the Company or its affiliates, including, without limitation, those set forth in Section 8.3 of
this Agreement;


 


(vi) material
breach by Executive of any of the provisions of this Agreement or any other agreement between the Company and its affiliates on the one
hand and Executive on the other hand, which (if curable) is not cured within thirty (30) days of written notice; or


 


(vii) as provided in
Section 13.1 hereof.


 



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(b) “Change
in Control” shall have the meaning given that term in the Company’s 2021 Omnibus Equity Incentive Plan.


 





(c)
“Good Reason” shall mean, without Executive’s prior written consent, (i) a material diminution in
Executive’s title, authority, duties or responsibilities; (ii) a material reduction in Base Salary; (iii) a material reduction
in the target percentage of the Executive’s Cash Bonus; (iv) the relocation of Executive’s principal place of employment
more than fifty (50) miles from its then current location; or (v) a breach by the Company of any material provision of this
Agreement (the parties agreeing that Section 4.1 is one such material provision). Any Good Reason termination will require
thirty (30) days’ advanced written notice by Executive of the event giving rise to Good Reason within sixty (60) days after
Executive first learns of the applicable event, and will not be effective unless the Company has not cured the Good Reason event
within such thirty (30) day notice period. In order for Executive to resign for Good Reason, Executive must resign from Executive’s
employment within sixty (60) days after the failure of the Company to cure a Good Reason event.


 


(d) “Person”
means any natural person, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust,
unincorporated organization, association, corporation, governmental authority or any other organization, irrespective of whether it is
a legal entity and includes any successor (by merger or otherwise) of such entity.


 


6.7 Conditions
to Payment. All payments and benefits due to Executive under this Section 6, other than the payments due to Executive under
Sections 6.1(a), (d), and (f) or which are otherwise required by law (all other payments under Section 6, “Severance”),
shall only be payable if Executive (or Executive’s beneficiary or estate) delivers to the Company and does not revoke (under the
terms of applicable law) a general release of all claims substantially in the form attached hereto as Exhibit B. Such general release
shall be executed and delivered (and no longer subject to revocation) within fifty-five (55) days following termination. Failure to timely
execute and return such release or revocation thereof shall be a waiver by Executive of Executive’s right to receive any Severance.
In addition, Severance shall be conditioned on Executive’s compliance with Section 8 hereof.


 


7. Reimbursement
of Expenses. The Company shall reimburse Executive for reasonable and necessary expenses actually incurred by Executive directly
in connection with the business and affairs of the Company and the performance of Executive’s duties hereunder, in each case subject
to appropriate substantiation and itemization of such expenses in accordance with the guidelines and limitations established by the Company
from time to time.


 


8.
Restrictions on Activities of Executive.


 


8.1 Non-Competition.
During employment and for the one (1) year period commencing on the date Executive’s employment with the Company pursuant to
this Agreement ends (except in the event Executive’s employment ends due to Executive’s Disability) (the
“Restriction Period”), Executive covenants and agrees that Executive shall not directly or indirectly (whether
for compensation or otherwise) own or hold any interest in, manage, operate, control, consult with, render services for, or in any
manner participate in, any Competitive Business, in each case, either as a general or limited partner, proprietor, shareholder,
officer, director, agent, employee, consultant, trustee, affiliate or otherwise. The Company may opt to extend the Restriction
Period for up to an additional one (1) year period, provided that in such case Company shall also increase the Severance Amount and
the Severance Period by one- twelfth (1/12) for each month that the Restricted Period is lengthened. For clarification, if Executive
is not otherwise entitled to a Severance Amount, the Company shall pay Executive an amount equal to one-twelfth (1/12) of
Executive’s Base Salary for each month the Restricted Period is lengthened. Nothing herein shall prohibit Executive from being a
passive owner of not more than one percent (1%) of the outstanding securities of any publicly traded company engaged in a
Competitive Business. For purposes of this Agreement, “Competitive Business” shall mean (x) the development of
novel treatments for unmet medical conditions, including but not limited to the development of drugs for (A) controlling
hyperphosphatemia in patients with Chronic Kidney Disease and (B) the treatment of patients with Acute Kidney Injury, (y) the
pursuit of other drugs for in-licensing into the Company’s pipeline, and (z) any other business that the Company is conducting
or is considering conducting by virtue of management executives having held internal strategy discussions and/or discussions with
members of the Company Board regarding the same prior to the time Executive’s employment is terminated, and of which Executive
is aware. Despite the foregoing, nothing contained in this Agreement shall be construed to prevent Executive from being employed by
or providing services to Globavir Biosciences, Inc., a Delaware corporation.


 






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8.2 Non-Solicitation.
Executive covenants and agrees that, except in connection with the performance of Executive’s duties to the Company, during the
Restriction Period, Executive shall not directly or indirectly (i) influence or attempt to influence or solicit any employees or independent
contractors of the Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company
or such affiliates, (ii) hire any employees or independent contractors of the Company or any of its affiliates, (iii) solicit or induce,
or attempt to solicit or induce, any Person that is then a client or customer of the Company, or any of its affiliates to cease being
a client or customer of the Company or any of its affiliates or to divert all or any part of such Person’s business from the Company
or any of its affiliates, or (iv) assist any other Person in any way to do, or attempt to do, anything prohibited by Sections 8.2(i),
(ii), or (iii); provided, however, that the foregoing restrictions shall not include (A) general solicitations of employment
or hiring of persons responding to general solicitations of employment (including general advertising via periodicals, the Internet and
other media) not specifically directed towards employees of the Company or its affiliates, or (B) serving as a third-party reference for
any employee or independent contractor or providing advice to any employees.


 


8.3 Confidentiality.
Executive shall not, during the Employment Period or at any time thereafter directly or indirectly, disclose, reveal, divulge or
communicate to any Person other than authorized officers, directors and employees of the Company or use or otherwise exploit for
Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below).
“Confidential Information” means any information with respect to the Company or any of its affiliates, including
methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how,
software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary
matters; provided, that, there shall be no obligation hereunder with respect to, information that (i) is generally
available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure
not otherwise permissible hereunder, or (iii) is required to be disclosed by law, court order or other legal or regulatory process
and Executive gives the Company prompt written notice and the opportunity to seek a protective order. For the avoidance of doubt,
Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, Executive 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. Nothing contained in this Agreement shall limit Executive’s ability to
communicate with any federal, state or local governmental agency or commission, including to provide documents or other information,
without notice to the Company. Further, nothing in this Agreement shall be deemed to preclude Executive from testifying truthfully
under oath if Executive is required or compelled by law to testify in any judicial action or before any government authority or
agency or from making any other legally-required truthful statements or disclosures.


 


8.4
Assignment of Inventions.


 


(a) Executive
agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements,
trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright
or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any
way connected with the Company’s strategic plans, products, processes or apparatus or the business (collectively, “Inventions”),
shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive
or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s
heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions
made during employment with the Company.


 


(b) Whether
during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s
expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights,
trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer
such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and
assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure
Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to
any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity,
or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact
to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution
or issuance of such assignments, letters patent, copyright or trademark.


 






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8.5 Return
of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, Executive or
Executive’s personal representative shall return all property of the Company and its affiliates in Executive’s
possession, including but not limited to all Company-owned computer equipment (hardware and software), smart phones, facsimile
machines, tablet computers and other communication devices, credit cards, office keys, security access cards, badges, identification
cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company
and its affiliates, its customers and clients or its prospective customers and clients. Anything to the contrary notwithstanding,
Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or
materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating to
reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or
termination thereof, with the Company which Executive received in Executive’s capacity as a participant.


 


8.6 Resignation
as an Officer and Director. Upon any termination of Executive’s employment, Executive shall be deemed to have resigned, to the
extent applicable, if any, as an officer of the Company and any of its affiliates, a member of the Company Board, or the board of directors
or equivalent of any of the Company’s affiliates and as a fiduciary of any Company or Affiliate benefit plan. On or immediately
following the date of any termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company
in writing a confirmation of Executive’s resignation(s).


 


8.7 Cooperation.
During the Employment Period and for six years thereafter, Executive shall give Executive’s assistance and cooperation, upon reasonable
advance notice, in any litigation matter relating to Executive’s position with the Company and its affiliates, or Executive’s
knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where
deemed appropriate by the Company, with respect to any investigation or the Company’s (or an affiliate’s) defense or prosecution
of any existing or future claims or litigations or other proceeding relating to matters in which Executive was involved or had knowledge
by virtue of Executive’s employment with the Company, in all cases on schedules that are reasonably consistent with Executive’s
other permitted activities and commitments. The Company agrees to reimburse Executive for any costs Executive incurs in connection with
complying with this Section, including Executive’s reasonable attorney’s fees. If Executive’s compliance with this Section requires
Executive to expend more than ten (10) hours (any time in excess of ten (10) hours, “Excess Time”) in any quarter of
a calendar year, the Company agrees to compensate Executive for such Excess Time at an hourly rate that is equal to the prorata rate the
Executive earned while under employment with the Company.


 


8.8 Non-Disparagement.
During Executive’s employment with the Company, and at all times thereafter, (i) Executive shall not make either orally or in writing
any derogatory or disparaging statement with regard to the Company, any of its businesses, products, services or practices or any of
its managers, directors, officers, employees or agents, and (ii) the Company shall direct the members of the Company Board and its senior
executives not to make either orally or in writing any derogatory or disparaging statement with regard to the Executive, provided that
nothing in this Section 8.8 shall prevent either party from giving a deposition, responding to any subpoena or other lawful request for
information or documentation made in the course of a legal or administrative proceeding or testifying in court or in any other legal
proceeding. In addition, Executive agrees not to, without Company’s prior written consent, communicate, directly or indirectly, with
the press or other media, concerning the past or present employees or businesses of the Company.


 


8.9 Survival.
This Section 8 shall survive any termination or expiration of this Agreement or employment of Executive.


 






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9. Remedies.
It is specifically understood and agreed that any breach of the provisions of Section 8 of this Agreement is likely to result in
irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition
to any other remedy it may have in the event of a breach or threatened breach of Section 8 above, the Company shall be entitled
to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the
extent permitted by law) without bond and without liability should such relief be denied, modified or violated.


 


10. Blue
Pencil. Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not
in lieu of any other rights and remedies available to the Company or any of its direct or indirect subsidiaries at law or in equity. If
any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable
because of the duration of such provisions or the area or scope covered thereby, Executive agrees that the court making such determination
shall have the power to reduce the duration, scope and/or area of such provisions to the maximum and/or broadest duration, scope and/or
area permissible by law, and in its reduced form said provision shall then be enforceable.


 


11. Severable
Provisions. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the
validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement
or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that
said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary
to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.


 


12. Notices.
All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand or mailed by (a) certified
mail, postage and fees prepaid, or (b) nationally recognized overnight express mail service, as follows:


 


If to the Company:


 


Unicycive Therapeutics Inc.


5150 El Camino Real, Suite #A-32 Los Altos, CA 94022


Attention: Shalabh Gupta, MD


with a copy (which shall not constitute notice) to: Sheppard,
Mullin, Richter & Hampton LLP


30 Rockefeller Plaza


New York, New York 10112





Attention: Jeffrey Fessler, Esq. Facsimile: 917.438.6133


Telephone: 212.634.3067


E-mail: jfessler@sheppardmullin.com
If to Executive:


The last address shown on records of the Company with a
copy (which shall not constitute notice) to:


 


Ethan D. Feffer, Esq. Feffer Legal
Advisory


895 Dove Street, Suite 300 Newport
Beach, CA 92660 Telephone: 949.533.7645


E-mail: efeffer@edfadvisory.com


 


or to such other address as a party may notify the other pursuant
to a notice given in accordance with this Section 12.


 






     -10-


     


    

 


13.
Miscellaneous.


 


13.1 Executive
Representation. Executive hereby represents to the Company that Executive’s execution and delivery of this Agreement and Executive’s
performance of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered
with or hindered by, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound,
and further that Executive is not subject to any limitation on Executive’s activities on behalf of the Company as a result of agreements
into which Executive has entered except for obligations of confidentiality with former employers. To the extent this representation and
warranty is not true and accurate, it shall be treated as a Cause event and the Company may terminate Executive for Cause or not permit
Executive to commence employment.


 


13.2 No
Mitigation or Offset. In the event of any termination of Executive’s employment hereunder, Executive shall be under no obligation
to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against
amounts due Executive under this Agreement on account of future earnings by Executive.


 


13.3 Entire
Agreement; Amendment. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement between the parties
hereto with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. This Agreement
may not be amended or revised except by a writing signed by the parties.


 


13.4 Assignment
and Transfer. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and any
successor in interest to the Company who acquires all or substantially all of the Company’s assets. The Company may assign
this Agreement to an affiliate. Neither this Agreement nor any of the rights, duties or obligations of Executive shall be assignable
by Executive, nor shall any of the payments required or permitted to be made to Executive by this Agreement be encumbered,
transferred or in any way anticipated, except as required by applicable law. All rights of Executive under this Agreement shall
inure to the benefit of and be enforceable by Executive’s personal or legal representatives, estates, executors,
administrators, heirs and beneficiaries.


 


13.5 Waiver
of Breach. A waiver by either party of any breach of any provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other or subsequent breach by the other party.


 


13.6 Withholding.
The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state,
local or foreign withholding, FICA and FUTA contributions, or other taxes, charges or deductions which it is from time to time required
to withhold.


 


13.7
Code Section 409A.


 


(a) The
parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and
guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of
this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.
In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under
Code Section 409A or any damages for failing to comply with Code Section 409A.


 


(b) A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination
of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for
purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or
like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of
any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from
service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month
period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death
(the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section
13.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be
paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum, and any remaining
payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them
herein.


 






     -11-


     


    

 


(c) With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided,
that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue
Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii)
such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the
expense occurred.


 


(d) For
purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated
as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with
reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”),
the actual date of payment within the specified period shall be within the sole discretion of the Company.


 


13.8 Arbitration.
If any contest or dispute arises between the parties with respect to this Agreement or Executive’s employment or termination thereof,
other than injunctive and equitable relief with regard to Section 9 hereof, such contest or dispute shall be submitted to binding
arbitration to occur in San Francisco, California before a single arbitrator in accordance with the rules and procedures of the Employment
Dispute Resolution Rules of the American Arbitration Association (“AAA”) then in effect. The decision of the arbitrator
shall be final and binding on the parties and may be entered in any court of applicable jurisdiction. The parties shall bear their own
legal fees in any arbitration.


 


13.9 Governing
Law. This Agreement shall be construed under and enforced in accordance with the laws of the State of California, without regard to
the conflicts of law provisions thereof.


 


13.10 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as
if the signatures hereto and thereto were on the same instrument.


 


[remainder of page intentionally
left blank]


 




     -12-


     


    

 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the day and year first above written.


 


	 	UNICYCIVE THERAPEUTICS INC.


 


	 	By:	/s/ Shalabh Gupta, MD
	 	Name:	Shalabh Gupta, MD
	 	Title:	President & CEO


 


 


	 	EXECUTIVE
	 	 
	 	/s/ Pramod Gupta
	 	Pramod Gupta


 




     -13-


     


    

  


EXHIBIT A


 


EQUITY TERMS


 


	Type of
    Award (“Award”)	 	●    An
                           award of stock options to purchase 150,000 shares of the Company’s common stock under the Company’s 2021 Omnibus Equity
                           Incentive Plan will be made to Executive on or as soon as reasonably practicable following the IPO Date.

     

    ●    Award
is evidenced by agreement executed by Executive and the Company.

	 	 	 
	Vesting and Exercisability
    of Award	 	●    The
    Award shall vest in equal one-third (1/3) installments on the first, second and third anniversaries of the Date of Grant (as defined
    in the applicable award agreement), subject to acceleration of vesting in the circumstances set forth below.

     

    ●    Unless
    Executive forfeits the vested portion of the Award due to a termination for Cause or a breach of restrictive covenants, the vested
    portion of the Award will remain exercisable for a period of twelve (12) months from the date of termination of Executive’s
    employment.

	 	 	 
	Termination of Service
    for Cause, resignation with/without cause, death & disability, etc.	 	●    In
    the event Executive’s employment is terminated due to death or Disability, or in the event Executive’s employment is
    terminated without Cause or Executive resigns for Good Reason within one (1) year of a Change in Control, the Award shall become
    fully vested.



 



    Exhibit A-1


     


    

 


EXHIBIT B


 


GENERAL RELEASE OF CLAIMS


 


GENERAL RELEASE and WAIVER (this “Agreement”)
made as of _________, by and between Pramod Gupta (the “Employee”) and Unicycive Therapeutics Inc. (the “Employer,”
together with the Employee, the “Parties”).


 


WHEREAS, Employee
and the Employer have agreed that Employee’s employment with the Company has been terminated;


 


WHEREAS, Employee
and the Employer have previously entered into an Employment Agreement dated , 2021, as may have been amended or supplemented from time
to time (the “Employment Agreement”), with any terms used, but not defined herein, having the meaning set forth in
the Employment Agreement; and


 


WHEREAS, the Parties
desire to enter into this Agreement, in satisfaction of all obligations of the Employee and the Employer in respect of Employee’s
employment with the Employer.


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein and for other good and valuable consideration, receipt of which is hereby acknowledged,
the Employer and the Employee agree as follows:


 


1.
Separation


 


(a) Date
of Separation. Employee’s employment with the Employer and all of its subsidiaries and affiliates will end on [DATE] (the
“Termination Date”). Employee hereby acknowledges and agrees that Employee has resigned, effective as of the Termination
Date, from any and all positions and titles Employee holds with the Employer and all of its affiliates (together, “Company Entities”).


 


(b) Severance.
In consideration for, subject to and conditioned on Employee’s execution of this Agreement on or within twenty-one (21) days following
the Termination Date, Employee’s non-revocation thereof and compliance with such other conditions as are set forth in the Employment
Agreement, Employee is eligible to receive the Severance in accordance with the terms and conditions set forth in the Employment Agreement.


 


(c) Full Satisfaction. The
Employee acknowledges and agrees that, except for his equity award for__shares that are vested (“Equity Rights”)
the payments and benefits under Sections 6.1(a), (d), (f) and (g) of the Employment Agreement, or under Section 6.5 of the Employment
Agreement in the event that a Termination occurs within twelve (12) months following a Change in Control, and except for Severance, the
Employee is not entitled to any other compensation or benefits from the Company Entities (including without limitation any severance or
termination compensation or benefits under any severance plan, program, policies, practices or arrangements of any of the Company Entities).


 




    Exhibit B-1


     


    

 


(d) COBRA.
Pursuant to the applicable group plan terms and conditions, Employee will cease participating in Employer’s health insurance plans
as of the Termination Date. If applicable, the Employer will send the Employee documentation under separate cover relating to the Employee’s
rights pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).


 


2.
General Release and Waiver


 


(a)
Release.


 


i. In
exchange for and in consideration of the promises and covenants set forth in this Agreement and the Employment Agreement, Employee irrevocably
and unconditionally releases and discharges the Company Entities and each of their subsidiaries, divisions, parents and member companies,
institutions, affiliates or related business entities and any and all of their past and present administrators, officers, partners, members,
fiduciaries, trustees, directors, agents, representatives, shareholders, employees, board members, successors and assigns (hereinafter
collectively referred to as “Releasees”), jointly and individually, from any and all actions, causes of action, grievances,
arbitrations, obligations, liabilities, judgments, suits, debts, attorneys’ fees, costs, sums of money, wages, bonuses, benefits of any
type, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, extents, executions, claims and demands whatsoever in law, or in equity, which Employee, Employee’s heirs, executors, administrators,
successors and assigns, ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of time to the date Employee signs this Agreement.


 


ii. The
foregoing release covers, without limitation, any claims of discrimination on the basis of pregnancy, race, color, sex, sexual
orientation, disability, handicap, religion, creed, national origin, ancestry, age (including, without limitation, any rights or
claims under the Age Discrimination Employment Act of 1967 or the Older Worker Benefits Protection Act), citizenship, ethnic
characteristics, sexual or affectional preference or marital status and also includes, no matter how denominated or described, any
claims of discrimination, retaliation, harassment or interference under any federal, state or local law, rule, regulation,
collective bargaining agreement, or executive order including, without limitation, any rights or claims under Title VII of the Civil
Rights Act of 1964; the Genetic Information Non- Discrimination Act; the Civil Rights Acts of 1866 and 1991; 42 U.S.C. § 1981;
the Equal Pay Act of 1963; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Americans with
Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the California Fair Employment & Housing Act, those portions
of the California Labor Code waivable by law, the California Constitution, and all other federal, state and local laws (whether
statutory, regulatory or decisional) including, but not limited to, and any claims of conversion, failure to return property,
failure to pay wages, wrongful discharge or termination, interference with contract, breach of covenant, breach of contract,
violation of a collective bargaining agreement, whether written or oral, express or implied, breach of promise, public policy,
negligence, retaliation, defamation, defamation of character, defamation of employment records, impairment of economic opportunity,
loss of business opportunity, fraud, deceit, misrepresentation, whistle-blower activities, perceived disability, history of
disability and payment of wages or benefits of any type, as well as any claims for attorneys’ fees or costs.


 






    Exhibit B-2


     


    

 


iii. It
is the intention of the Parties in executing this Agreement that it shall be a general release and shall be effective as a bar to each
and every matter released herein and that, should any proceeding be instituted with respect to the matters released herein, this Agreement
shall be deemed in full and complete accord, satisfaction and settlement of any such released matter and sufficient basis for dismissal.
In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon Employee by the provisions
of section 1542 of the California Civil Code, which provides:


 


A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.


 


Employee agrees that Employee understands
and Employee acknowledges the significance and the consequences of such a release, as well as the specific waiver of section 1542. This
means that, should Employee discover any facts different from what Employee understood at the time Employee signed this Agreement, Employee
will still be barred from making any claims against any of the Releasees.


 


iv. Except as
expressly provided herein, Employee acknowledges and agrees that, by signing this Agreement, Employee is surrendering and giving up
any right Employee has or may have, without limiting the generality of any other provision herein, to assert any claim for
individual relief or damages against or involving Employer or the Releasees arising from or in any way relating to Employee’s
employment with Employer or the termination thereof, or to permit Employee to become and remain a member of any class seeking
individual relief or damages against Employer or the Releasees arising from or in any way relating to Employee’s employment with
Employer or the termination thereof. Nothing herein, however, shall prevent Employee from filing a charge with or participating in
any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a state or local fair employment
practices agency; provided, however, that Employee further agrees and understands that Employee has waived Employee’s right to
recover monetary damages or other relief personal to employees in any such charge, complaint, grievance or lawsuit filed by Employee
or on Employee’s behalf arising from, or in any way relating to, Employee’s employment with Employer or the termination thereof, to
the maximum extent permitted by applicable law. This release shall not apply to any claims which may not be released pursuant to
applicable law and shall not apply to (1) Employee’s Equity Rights and rights to enforce the Employment Agreement with respect
to any claims with respect to payments and benefits under Sections 6.1(a), (d), and (f) of the Employment Agreement (and any
payments and benefits under Section 6.5 of the Employment Agreement in the event that a termination occurs within twelve (12) months
following a change in control), with respect to Severance and rights under Section 8.8 of the Employment Agreements, and (2) any
rights in the nature of indemnification which the Employee may have with respect to claims against the Employee relating to or
arising out of his employment with, or other provision of services to, the Company Entities.


 






    Exhibit B-3


     


    

 


v. Notwithstanding
anything herein or in any other agreement with or policy of the Employer to which Employee was or is subject, nothing herein or therein
shall (A) prohibit Employee from making reports of possible violations of federal law or regulation to any governmental agency or entity
in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section
806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or
(B) require Employee to comply with any notification or prior approval requirement with respect to any reporting described in clause
(A); provided, however, that Employee is not authorized to disclose communications with counsel that were made for the purpose
of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore,
Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney,
in each case, solely for the purpose of reporting or investigating a suspected violation of law or (2) in a complaint or other document
filed in a lawsuit or proceeding, if such filings are made under seal.


 


(b) Covenant
Not to Sue. Additionally, Employee agrees not sue, commence, assert, bring or file in any court or other tribunal, in any jurisdiction,
any suit, action, litigation, complaint, cross-complaint, counterclaim, third-party complaint, petition or other pleading or proceeding,
or otherwise seek affirmative relief against any Releasees on account of any claim released pursuant to this Agreement. Employee represents
that Employee has no charges, complaints, grievances or any other claims or requests for relief pending against Employer or the Releasees
(as defined above) with the Equal Employment Opportunity Commission or any other federal, state or local administrative or other judicial
tribunal and has no charges, complaints, grievances or any other claims regarding allegations of sexual harassment or sexual misconduct
against the Employer.


 


(c) Consideration.
The Employee acknowledges the Severance is in addition to anything of value to which the Employee already is entitled from the Employer
and its affiliates and constitutes good and valuable additional consideration for this Agreement.


 


3. Acknowledgement
of Restrictive Covenants. Employee acknowledges that Employee remains bound by his obligations pursuant to Article 8 of the Employment
Agreement.


 


4. No
Admission of Liability. Employee agrees and acknowledges that nothing contained in this Agreement, nor the fact that Employee
has been or will be paid any remuneration under it, shall be construed, considered or deemed to be an admission of liability or
wrongdoing by either Employer or any of the Releasees. Employer and the Releasees deny committing any wrongdoing or violating any
legal duty with respect to the Employee’s employment or the termination of Employee’s employment from Employer. The
terms of this Agreement, including all facts, circumstances, statements and documents, shall not be admissible or submitted as
evidence in any litigation, in any forum, for any purpose, other than to secure enforcement of the terms and conditions of this
Agreement, or as may otherwise be required by law.


 






    Exhibit B-4


     


    

 


5.
Knowing and Voluntary Waiver; Acknowledgements.


 


(a) The
Employee acknowledges that, by the Employee’s free and voluntary act of signing below, the Employee agrees to all of the terms of
this Agreement and intends to be legally bound thereby. By signing this Agreement, Employee hereby acknowledges and agrees that:


 


		i.	Employee has been afforded a reasonable and sufficient period
of time to review this Agreement, for deliberation thereon and for negotiation of the terms thereof, and Employee is hereby specifically
urged and advised by Employer to consult with an attorney, legal counsel or a representative of Employee’s choice before signing
it;



 


		ii.	Employee has carefully read and understands the terms of this Agreement, all of which have been fully explained to Employee;



 


		iii.	Employee has signed this Agreement freely and voluntarily and without duress or coercion and with full knowledge of its significance
and consequences and of the rights relinquished, surrendered, released and discharged hereunder;



 


		iv.	The only consideration for signing this Agreement are the terms stated herein and no other promise, agreement or representation of
any kind has been made to Employee by any person or entity whatsoever to cause Employee to sign this Agreement;



 


		v.	Employee acknowledges that Employee has been informed that Employee has the right to consider this Agreement for a period of at least
21 days prior to entering into this Agreement. Employee expressly acknowledges that Employee has taken sufficient time to consider this
Agreement before signing it;



 


		vi.	Employee expressly acknowledges that, if any changes – whether material or immaterial – are or were made to this Agreement
after Employee’s receipt for review, such changes do not commence a new 21 day period for consideration; and



 


		vii.	Employee acknowledges that this Agreement does not waive rights or claims that may arise after the date this Agreement is signed.



 


(b) Effective
Date. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is
executed by the Employee (the “Effective Date”), provided that the Parties acknowledge and agree that this
Agreement shall be null and void if executed prior to the Termination Date. During the seven-day period prior to the Effective Date,
the Employee may revoke Employee’s agreement to accept the terms hereof by indicating in writing to the Employer his or her
intention to revoke. If the Employee exercises Employee’s right to revoke hereunder, Employee shall forfeit Employee’s
right to receive any Severance Payments.


 






    Exhibit B-5


     


    

 


6.
Miscellaneous.


 


(a) Non-Disclosure.
Employee acknowledges and agrees that Employee will not disclose the terms of this Agreement to anyone except for Employee’s spouse,
tax advisor and/or attorney, and only then after having received assurances that they too will honor this confidentiality provision.


 


(b) Withholding.
The Employer may withhold from any amounts payable to the Employee all federal, state, city or other taxes that the Employer may reasonably
determine are required to be withheld pursuant to any applicable law or regulation, (it being understood that the Employee shall be responsible
for payment of all taxes in respect of the payments and benefits provided herein).


 


(c) Severability.
Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to
that jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining
provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable
in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive,
such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified
covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Employer shall be implied by the
Employer’s forbearance or failure to take action.


 


(d) Notices.
All notices given hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, or a national
overnight courier service capable of providing delivery confirmation, or by hand-delivery, or by facsimile transmission with confirmed
receipt, and, if intended for the Employer, shall be addressed to it at the Employer’s principal business office, Attn: General
Counsel and if intended for the Employee, shall be addressed to Employee at the address on file at Employer. Each such notice shall be
deemed to be given on the date received at the address of the addressee or upon refusal to accept delivery.


 


(e) Entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede
all prior agreements relating thereto whether written or oral.


 


(f) Execution.
This Agreement may be executed in two or more facsimiled counterparts, each of which shall be equivalent to an original, but which collectively
shall constitute one Agreement.


 


(g) Modification;
Successors and Assigns. This Agreement may not be modified or amended, nor may any rights under it be waived, except in a
writing signed and agreed to by the Parties. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the
Parties and their respective successors, assigns, legal representatives, executors, administrators and heirs, provided that Employee
may not assign his obligations under this Agreement. Employee acknowledges and agree that the Releasees are express third party
beneficiaries of this Agreement.


 




 


7.
Governing Law


 


(a) Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect
to the rules of conflicts of law.


 


(b) Arbitration.
Any dispute, claim or controversy arising under or in connection with this Agreement or Section 13.8 of the Employment Agreement is
incorporated herein in its entirety mutatis mutandis.


 


[Remainder of Page Intentionally
Left Blank]


 




    Exhibit B-6


     


    

 


IN WITNESS WHEREOF, the Parties hereto have
executed and delivered this Agreement on the date first written above.


 


	 	UNICYCIVE THERAPEUTICS INC.


 


	 	By:	    
	 	Name: 	 
	 	Title:	 


 


	 	EXECUTIVE
	 	 
	 	 
	 	Pramod Gupta


 


 


Exhibit B-7