Exhibit 10.4

    

     

    

    
      ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT

       

      This Assignment and Assumption (this “Agreement”) of Employment Agreement is made as of March 30, 2021 (the “Effective Date”), by and among Brooklyn
        ImmunoTherapeutics LLC, a Delaware limited liability company (“Assignor”), Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (“Assignee”), and Lynn Sadowski Mason (“Mason” and, collectively with
          Assignor and Assignee, the “Parties”).

       

      WHEREAS, upon the terms and conditions set forth in this Agreement, Assignor desires to agree to assign all of its rights, title, and interest in, to and under the Employment Agreement (as defined below) to Assignee, and Assignee desires to assume all of the obligations of Assignor under the Employment Agreement.

       

      NOW, THEREFORE, the Parties agree as follows:

       

      1.          Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings
          set forth in the Employment Agreement.

       

      2.          Assignment and Assumption. As of the Effective Date, Assignor, for value received, hereby assigns, transfers and
          sets over all of Assignor’s rights, title and interest in, to and under that certain letter agreement between Assignor and Mason dated October 30, 2018 and as amended on March 12, 2020 (“Employment Agreement”) to Assignee and Assignee hereby
          accepts such assignment and transfer of the Employment Agreement. As of the Effective Date, Assignee assumes all of Assignor’s obligations under the Employment Agreement. Mason hereby consents to the assignment and assumption of the Agreement in
          accordance with this Agreement and hereby releases Assignor from all of its duties and obligations with respect to the Employment Agreement.

       

      3.          Governing Law. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
          successors and assigns, and shall be governed and construed in accordance with the internal laws of the State of New York.

       

      4.          Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all
        purposes, and all such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) and any counterpart so delivered shall be deemed
        to have been duly and validly delivered and be valid and effective for all purposes.

       

      5.          Entire Agreement. This Agreement embodies the entire agreement among the Parties with respect to the subject matter hereof, and there have been and are no covenants, agreements, representations, or
        warranties between any of the Parties with respect to that subject matter other than those set forth in this Agreement.

       

      
        	
                BROOKLYN IMMUNOTHERAPEUTICS LLC

              	 	BROOKLYN IMMUNOTHERAPEUTICS, INC.
	  	 	 	 
	
                By:

              	/s/ Ronald Guido 	 	
                By:

              	/s/ Ronald Guido 
	 	Ronald Guido, Chief Executive Officer	 	
                

                

              	Ronald Guido, Chief Executive Officer
	 	

              	 	
                

                

              	

              
	
                ACKNOWLEDGED AND CONSENTED TO:

              	 	 	 


      

      
        	 	 
	/s/ Lynn Sadowski Mason 	 
	Lynn Sadowski Mason