Exhibit 10.2


 


SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT


 





This Second Amended and Restated
Executive Employment Agreement (the “Agreement”), dated as of October 14, 2021 (the “Effective Date”),
as amended March 24, 2022 and further amended October 20, 2022 (the “Amendment Date”), made between Enzo Biochem, Inc., a
New York corporation, with its principal office at 527 Madison Avenue, New York, New York 10022, (the “Company”) and
Hamid Erfanian (the “Executive”) (collectively, the “Parties”).


 





Whereas,
the Company desires for Executive to provide services to the Company, and wishes to provide Executive with certain compensation and
benefits in return for such employment services; and


 





Whereas,
Executive wishes to be employed by the Company and to provide personal services to the Company in return for certain compensation
and benefits;


 





Now,
Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:


 


1.   Employment
by the Company.


 


1.1   Position.
Executive shall serve as the Company’s Chief Executive Officer. Executive’s employment with the Company began on November
8, 2021 (the “Start Date”). During Executive’s employment with the Company, Executive will devote Executive’s
best efforts and substantially all of Executive’s business time and attention to the business of the Company, except for approved
vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies.
Executive may engage in civic and not-for-profit activities and serve as a board member on board of directors of noncompetitive publicly
traded companies, in each case, so long as such activities do not materially interfere with the performance of Executive’s duties
hereunder, as reasonably determined by the Board of Directors (the “Board”).


 


1.2   Duties
and Location. Executive shall report to the Board or a designee thereof. Notwithstanding the foregoing, the Company reserves the right
to change Executive’s direct report and assign other or additional duties or modify duties from time to time. Executive’s
primary office location shall be the Company’s office located in Farmingdale, New York. The Company reserves the right to reasonably
require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time,
and to require business travel.


 


1.3   Policies
and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices
of the Company. Executive shall at all times comply with all applicable laws, rules, and regulations, including those promulgated by regulatory
and self-regulatory authorities, securities exchanges, and domestic and foreign agencies and authorities, as well as the Employee Handbook,
the Compliance Manual and any other internal policies and procedures established by the Company and made available to employees generally.


 






    


     


    

 


2.   Compensation.


 


2.1   Salary.
For services to be rendered hereunder, Executive shall receive a base salary at the rate of $600,000 per year (the “Base
Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular
payroll schedule. Executive’s base salary may be reviewed and changed by the Company on notice to the Executive.


 


2.2   Annual
Bonus Executive will be eligible for an annual discretionary bonus of between thirty percent (30%) and one hundred percent
(100%) (the “Bonus Range”) of Executive’s Base Salary actually received in any such year (the “Annual
Bonus”), which will be based on a fiscal year basis, unless otherwise determined by the Company (the “Bonus Period”).
Whether Executive receives an Annual Bonus for any Bonus Period, and the amount of any such Annual Bonus, will be determined by the Board
or the compensation committee thereof in its sole discretion, provided, however, that subject to the remainder of the provisions in this
Section 2.2, Executive’s Annual Bonus payable in respect of any Bonus Period shall not be less than or higher than the Bonus Range.
Executive must remain an active employee in good standing at the time the Annual Bonus is paid in order to earn an Annual Bonus for the
prior Bonus Period. The Annual Bonus, if payable, will be paid when bonuses are paid to similarly situated executes, which shall be prior
to seventy-five days following the conclusion of the Bonus Period. For the avoidance of doubt, Executive will not be eligible for, and
will not earn, any Annual Bonus if Executive’s employment terminates for any reason before the Annual Bonus is to be paid, except
as otherwise specifically stated in Section 4.2(b). Any Annual Bonus paid for any year shall not create any entitlement to a bonus in
a future year.


 


2.3   Sign-On
Equity Grant. Subject to the approval of the Board and pursuant to the Company’s 2011 Amended and Restated Incentive Plan (the
“Plan”), Executive received (a) a restricted stock unit (“RSU”) award for 260,000 shares of the
common stock of the Company (the “RSU Grant”); and (b) an option to purchase 700,000 shares (“Options”)
of the Company’s common stock at the fair market value as determined by the Board as of the date of grant (the “Option
Grant”). Each of the RSU Grant and the Option Grant shall vest in equal one-third annual increments, with the first vesting
on the first anniversary of the grant date provided Executive remains employed in good standing on any such vesting date, and in all cases
subject to the terms of the Plan and the Company’s Option and RSU grant documents, the execution of which by Executive is required
for any such grant. Notwithstanding the foregoing, in the event of Executive’s termination without Cause (as defined herein), the
RSU Grant and Option Grant, subject to terms of Section 5 herein, shall vest.


 


2.4   Annual
Equity Grant. For each year of employment, subject to the approval of the Board and pursuant to the Plan, Executive shall be eligible
for a grant of both RSUs and Options in an amount and pursuant to terms as determined by the Board in its sole discretion; provided, however,
that in each year, the Board shall provide the Executive with individual and corporate performance metrics which it shall reasonably assess
in determining such year’s grant. Each annual grant provided hereunder shall vest on terms as provided by the Company and shall
be subject to the terms of the Plan and the Company’s Option and RSU grant documents, the execution of which by Executive is required
for any such grant.


 






    2


     


    

 


2.5   Relocation.
As a condition of his employment hereunder, Executive shall relocate to the Farmingdale, New York area within six (6) months of the
Start Date. The Company shall reimburse Executive for up to $60,000 in Relocation Expenses relating to such relocation. provided Executive
provides evidence of incurring such costs to the reasonable satisfaction of the Company. For purposes hereof, “Relocation Expenses”
shall mean reasonable expenses incurred by Executive related to costs associated with the sale of Executive’s old residence and
the physical movement of all goods and vehicles that are in Executive’s current home. The foregoing notwithstanding, if within one
(l) year of the relocation date, Executive’s employment with the Company is terminated either by the Company for Cause or voluntarily
by Executive in the absence of a Good Reason, then Executive shall repay to the Company the amount of the actually-reimbursed Relocation
Expenses multiplied by a fraction, the numerator of which equals the number of days from the effective date of such termination to the
first anniversary of Executive’s relocation date and the denominator of which will be 365 (and the Company may withhold such amount
from any payments otherwise due to Executive).


 


3.   Transaction
Bonus. 


 


3.1   Effective
as of the Amendment Date, during the term of Executive’s employment, and provided Executive is still employed by the Company and
has not given notice of his intent to terminate his employment, upon consummation of a Change in Control (as defined herein) or sale of
an Operating Subsidiary, in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible
to receive a Transaction Bonus equal to one and seven-tenths percent (1.7%) of the “Transaction Value”, which means the total
amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating Subsidiary.
Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating
Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring
company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding
voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction
Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and
whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on
the payment date of either portion of the Transaction Bonus in order to be eligible for same provided, however, that such requirement
shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50%
of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates his employment
for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an
Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds”
shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control of sale
or an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the
Change in Control of sale or an Operating Subsidiary, taking into account such factors as the Committee deems appropriate, and less, in
case of the initial transaction, (a) cash or cash equivalents held by the Company as of the date of the Change in Control of sale or an
Operating Subsidiary, and (b) any expenses attributable to the Change in Control or sale of an Operating Subsidiary.


 



    3


     


    




 


3.2   “Change
in Control” shall mean, in respect of the Company any of (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power
of Enzo is acquired by any “person” as defined in sections I3(d) and 14(d) of the Exchange Act (other than the Company, any
subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the
merger or consolidation of Enzo with or into another corporation where the shareholders of the Company, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities
of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially
the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition
of all or substantially all of Enzo’s assets to an entity, other than a sale or disposition by the Company of all or substantially
all of Enzo’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly
or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their
ownership of the Company. “Operating Subsidiary” shall mean, a major division of the Company through which the parent Company
directly or indirectly conducts a portion of its business, or company assets.


 


 


4.   Company
Benefits. Executive shall be eligible to participate in all employee benefit programs for which Executive is eligible under the terms
and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its senior-level employees,
which as of the Start Date shall include, at minimum, health, medical & dental for the Executive and his spouse and dependents, 40l(k),
and paid time off including four (4) weeks of paid vacation as well as other benefits, in each case pursuant to and subject to the existing
policies and programs maintained by the Company, a summary of which shall be provided to the Executive for review together with this Agreement.
The Company reserves the right to cancel or change the benefit plans or programs it offers to the Executive at any time; provided, however,
that any such change shall be across the board changes similarly affecting the eligibility requirements of all senior-level employees
of the Company.


 


5.   Termination
of Employment; Severance.


 


5.1   At-Will
Employment. The Employee understands that this Agreement does not constitute a contract of employment and does not promise or imply
that his employment will continue for any period of time. Unless otherwise agreed to under any employment or other agreement between the
Employee and the Company whether executed prior to this Agreement or at any time hereafter, employment with the Company is “at will”
and may be terminated either by the Employee or the Company at any time, for any or no reason, and with or without notice Either Executive
or the Company may terminate Executive’s employment relationship at any time, with or without cause or advance notice, provided
that in the event of a termination without Cause (as defined below), or the Executive’s resignation, either side shall provide the
other with no less than ninety (90) days’ advance written notice of any such termination (the “Notice Period”).
During the Notice Period, Executive shall remain an employee of the Company, and shall continue to receive Base Salary, but no other compensation.
The Company may elect to have Executive not report to work for all or any portion of such Notice Period. The Company shall have the right,
at its sole discretion, to accelerate Executive’s termination date to any date subsequent to receiving written notice from Executive,
and thus conclude the Notice Period.


 






    4


     


    

 


5.2   Termination
Without Cause or Resignation for Good Reason.


 


a   The
Company may terminate Executive’s employment with the Company at any time without Cause (as defined below) and Executive may resign
for Good Reason in accordance with the terms provided herein.


 


b   If
Executive is terminated by the Company without Cause or resigns for Good Reason, the Company shall pay Executive, as severance, (x) the
equivalent of twelve (12) months of Executive’s Base Salary in effect as of the date of Executive’s employment termination,
subject to standard payroll deductions and withholdings; and (y) if the termination date occurs subsequent to the conclusion of the fiscal
year but prior to the payment of the Annual Bonus to which the fiscal year relates, such Annual Bonus, if any, as computed in accordance
with Section 2.2 above (the “Severance Benefits”). The Severance Benefits will be paid as a continuation on the Company’s
regular payroll, beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after Executive’s
Separation from Service (as defined below), provided the Separation Agreement (as discussed in Paragraph 6) has become effective, and
further provided that the Bonus component under (y), if any, shall be paid in a lump sum on the sixtieth day after Executive’s Separation
from Service.


 


c   For
purposes of this Agreement, “Cause’’ for termination will mean: (a) commission of any (i)felony or (ii) crime
involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty
of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder
or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company (reasonable wear
and tear from regular use excepted); (e) chronic neglect or absenteeism in the performance of Executive’s duties; (f) willful misconduct,
gross negligence, or other material violation of Company policy or code of conduct that causes an adverse effect upon the Company; (g)
breach of any written agreement with the Company (including this Employment Agreement); or (h) any action that in the reasonable belief
of the Board shall or potentially shall subject the Company to material adverse publicity or effects. Prior to any termination for Cause
under section (c), (e), (f), (g), or (h), the Board shall provide Executive by written notice with ten (l 0) calendar days to cure same,
provided any such actions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made
by the Board in its good faith discretion, which shall only be made by the Board and, to the extent deemed practicable by the Board, after
providing the Executive an opportunity to respond to any determination or allegation of Cause.


 


d   For
purposes of this Agreement, “Good Reason’’ shall mean Executive’s resignation following the Company’s
(a) material diminution of the Executive’s title or duties below that of the level of a Chief Executive Officer; (b) material and
uncured breach of this Agreement; (c) material reduction in the Executive’s annual base salary as in effect on the date hereof or
as the same may be increased from time to time, other than as required by exigent business circumstances; or (d) a requirement that Executive
perform his job on a permanent basis more than fifty (50) miles from Farmingdale, New York; provided, that Executive shall give written
notice to the Company within thirty (30) days following the occasion of any allegation of Good Reason, and the Company shall have thirty
(30) days to cure same. In the event such occurrence is not cured, then Executive may terminate Executive’s employment for Good
Reason hereunder within ninety (90) days from the end of the cure period. The Executive’s continued employment prior to the conclusion
of the ninety (90) day period stated in the preceding sentence shall not constitute consent to, or waiver of rights with respect to, any
act or failure to act by the Company constituting “Good Reason” hereunder, if not cured in the preceding thirty day period.


 






    5


     


    

 


5.3   Termination
for Any Other Reason.


 


a   Upon
a termination for any reason other than without Cause or for Good Reason as provided in Section 4.2(a), then upon Executive’s termination
date all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned),
and Executive will not be entitled to any Severance Benefits.


 


b   In
the event of termination for any reason. Executive shall resign from all positions and terminate any relationships as an employee, advisor,
officer or director with the Company and any of its affiliates, each effective on the date of termination.


 


6.   Conditions
to Receipt of Severance Benefits. In order to receive any Severance Benefits, the termination of Executive’s employment must
constitute a “separation from service” (as defined under Treasury Regulation Section l.409A-l(h), without regard to any alternative
definition thereunder, a “Separation from Service”), and Executive must be in compliance with the terms of this Agreement.
Further, the receipt of the Severance Benefits will be conditioned on Executive signing, not revoking, and complying with a separation
agreement and release of claims in a form reasonably satisfactory to the Company (the “Separation Agreement”). No Severance
Benefits will be paid or provided until the Separation Agreement becomes effective.


 


7.   Representations.
Executive represents and warrants that the execution of this Employment Agreement, Executive’s employment by the Company, and
the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client
or any other person or entity, nor does Executive know of any other reason why she would not be able to perform her duties as set forth
herein. Further, Executive agree to indemnify the Company for, and hold the Company harmless from, and against, all claims, including,
but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or
may hereafter come to have against the Company based upon or arising out of any noncompetition agreement, invention or secrecy agreement
between Executive and such third party which was in existence as of the date of this Agreement. The Company reserves the right to rescind
this offer immediately and, if applicable, terminate Executive’s employment, without any further obligation to Executive if before
or during Executive’s employment the Company learns that Executive provided false information or made any misrepresentations in
connection with Executive’s application for employment with the Company.


 






    6


     


    

 


8.   Section
409A. It is intended that all of the Severance Benefits and other payments payable under this Agreement satisfy, to the greatest extent
possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations l.409A-l(b)(4), l.409A- l(b)(5)
and l .409A-l(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to
the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.
For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section l .409A- 2(b)(2)(iii)),
Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise)
shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all
times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is
deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of
Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement
with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such
payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation
under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period
measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’s death or (iii)
such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the
expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in
a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No
interest shall be due on any amounts so deferred.


 


9.   Restrictive
Covenants


 


9.1   Definitions.
The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to
both the singular and the plural forms of such terms:


 


i   “Confidential
Information” “Confidential Information” shall be given its broadest possible interpretation and shall mean
any and all information of the Company, its affiliates, subsidiaries, and parents (each, a “Company Entity”, and collectively,
“Company Entities’’), including without limitation: (i) financial and business information relating to any Company
Entity, such as information with respect to costs, fees, profits, revenues, markets, mailing/client lists, strategies and plans for future
business, new business, product or other development, potential acquisitions or divestitures and new marketing ideas; (ii) product and
technical information relating to any Company Entity, such as software, software codes, computer models and research and development projects;
(iii) customer or investor information, such as the identity of any Company Entity’s clients or investors, the names of representatives
of Company Entity customer or investors responsible for entering into contracts with a Company Entity, the amounts paid by such investors
or customers to any Company Entity, specific customer or investor needs and requirements, specific customer or investor risk characteristics,
and specific customer or investor preferences; (iv) personnel information, such as the identity and number of any Company Entity’s
other employees and officers, their salaries, bonuses, benefits, skills, qualifications, and abilities; (v) any and all information in
whatever form relating to any customer or prospective customer of a Company Entity, including but not limited to its business, employees,
operations, systems, assets, liabilities, finances, products, and marketing, selling and operating practices; (vi) any information related
to any security system of any Company Entity or any of employees, (vii) any and all information pertaining to the business and or personal
affairs of the Company’s partners, members and employees, including but not limited to their personal lives, characteristics, opinions,
ideas, conduct, habits or background or their business or financial condition, affairs, dealings or operations or their personal database,
personal photographs or videotapes, purchases, travel itineraries, social interactions, tax information, emails, private conversations,
phone calls and correspondence; (viii) any information not included in (i) through (vii), above, which the Employee knows or should know
is subject to a restriction on disclosure or which the Employee knows or should know is considered by any Company Entity’s clients
or prospective clients to be confidential, sensitive, proprietary, or a trade secret or is not readily available to the public; or (ix)
intellectual property, including inventions and copyrightable works. Confidential Information is not generally known or available to the
general public, but has been developed, compiled, or acquired by the Company at its effort and expense. Confidential Information can be
in any form, including but not limited to verbal, written, or machine readable, including electronic files. By way of example but not
limitation of the foregoing, Confidential Information may be acquired by observing documents, things, people or events, by direct communication
with clients or others or by overhearing conversations in person or over the telephone or otherwise. “Confidential Information”
shall not include information that has become generally available to the public by the act of one who has the right to disclose such information
without violating any right or privilege of the Company. Confidential Information shall also not include any information which Executive
can prove by verifiable evidence was known to Executive prior to the Start Date.


 






    7


     


    

 


ii   “Restricted
Period” from the Start Date through the first anniversary of Executive’s Termination Date as pertains to Sections 9.3
and 9.4, and from the Start Date through the second anniversary of Executive’s Termination Date as pertains otherwise.


 


iii   “Person”
means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.


 


iv   “Restricted
Business” means any person, business, entity, organization or group within a larger firm that engages in, or plans to engage
in, (i) those parts of the business of the Company and any Company Entity with which you were involved during the employment or about
which you received Confidential Information, or (ii) any business activity which the Company or any Company Entity was actively planning
to engage in as of the Termination Date;


 


Section 8.


v   “Restrictive
Covenants” means the covenants contained in this


 


vi   “Termination”
means the termination of Executive’s employment with the Company, for any reason, whether with or without Cause. upon the initiative
of either party.


 


vii   “Termination
Date’’ means the date of Executive’s Termination.


 


viii   “Work
Product’’ means all memoranda, summaries, written work product, business plans, formulas, recipes, inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or
not) that are based upon Confidential Information and that are conceived, developed or made by Executive during his employment.


 


9.2   Restriction
on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential
Information on Executive’s own behalf or on behalf of any Person other than the Company, or reveal, divulge, or disclose any Confidential
Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain
in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees
that he shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties
acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s
obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to
the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law,
court order or other valid and appropriate legal process; provided, however, that in the event such disclosure
is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate
protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of federal, state, or local
law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions
of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports
or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures. Notwithstanding anything
in the foregoing to the contrary, in accordance with the Defend Trade Secrets Act of 2016, Executive will not be criminally or civilly
liable for disclosing a trade secret if it was disclosed: (1) to any government official or attorney in confidence directly or indirectly
for the sole purpose of reporting or investigating a suspected violation of law; (2) in a complaint or other document filed in a lawsuit
or other proceeding if filed under seal; or (3) to an attorney or used in a court proceeding in a retaliation lawsuit if any document
containing a trade secret is filed under seal and is not disclosed except pursuant to court order.


 


9.3   Non-Competition.
The Executive acknowledges and agrees that solely by reason of employment by the Company, the Executive has and will come into contact
with a significant number of the Company’s customers and prospective customers and have access to Confidential Information (as defined
herein) and trade secrets relating thereto, including those regarding the Company’s clients, prospective clients, proprietary business
models and strategies, and related information. Consequently, the Employee covenants and agrees that during the Restricted Period, Executive
shall not directly or indirectly, an individual proprietor, partner, stock-holder, officer, employee, director, joint venturer, investor,
lender, or in any other capacity whatsoever (other than as the holder of not more than three percent (3%) of the total outstanding stock
of a publicly held company), engage in the Restricted Business.


 






    8


     


    

 


9.4   Non-Solicitation.
Executive agrees that, during the Restricted Period, he shall not, directly or indirectly, in his own capacity or through any other entity
or person: (i) solicit, persuade or induce any investor of the Company to terminate, reduce, disrupt or refrain from renewing or extending
its contractual or other relationship with the Company in regard to the purchase of products or services, procured, performed, manufactured,
marketed, or sold, by the Company; (ii) in any way interfere with the relationship between any such investor, client, supplier, licensee,
licensor, franchisee or business relation of the Company and/or any of its affiliates; (iii) induce or attempt to induce any employee
of the Company or any of its affiliates to leave the employ of the Company and/or any of its affiliates, or in any way interfere with
the relationship between the Company and/or any of its affiliates on the one hand and any employee thereof on the other hand; or (iv)
solicit to hire (other than through general advertisements for employment not directed at employees of the Company or any of its affiliates)
or hire any person who was an employee of any of the Company or any of its affiliates at any time during the one (1) year preceding such
solicitation.


 


9.5   Non-Disparagement.
Executive agrees that, at any time hereinafter, he will not do or say anything, including but not limited to communicating on the internet
(including but not limited to any posting or reference on any social networking site), or via e-mail, telephone, face-to face communication,
or otherwise, that (i) criticizes or disparages the Company or its management, practices, policies, products or services; (ii) disrupts
or impairs the normal, ongoing business operations of Company, or any member of the Company Group; or (iii) harms the business reputation
of Company or the Company Group with its employees, customers, suppliers, contractors or the public. Executive will not discuss any information
(whether confidential or not) about the Company with any reporter, author, producer, or similar person or entity, or take any other action
seeking to publicize or disclose any such information in any way likely to result in such information being made available to the general
public in any form, including books, articles or writings of any kind, as well as film, videotape, audiotape or any other medium or as
commonly provided on a resume. Executive acknowledges and agree that these prohibitions extend to statements, written or verbal, made
to anyone and includes statements made via social media including on blogs or social networking sites, including but not limited to Facebook,
LinkedIn, or Twitter. Neither the Board nor the Company or any of its affiliates shall authorize any disparaging comments about Executive.
Notwithstanding the foregoing, nothing in this paragraph shall prevent either Executive, the Board or the Company or any of its affiliates
from making any truthful statement to the extent necessary with respect to any litigation, arbitration, or mediation involving this Agreement,
including, but not limited to, enforcement of this Agreement or as required by law or by any court, arbitrator, mediator, or administrative
or legislative body with actual or apparent jurisdiction to order such person to disclose or make accessible such information.


 


9.6   Return
of Materials. Executive agrees that he will not retain or destroy (except as set forth below), and will immediately return to the
Company on or, if specifically requested, prior to the Termination Date, or at any other time the Company requests such return, any and
all Company property, including Confidential Information and all other documents, materials, information, and property, including but
not limited to memoranda, letters, notes, plans, reports, analyses, recaps, jump drives, disks, tapes, journals, notebooks, and any Company-provided
computer, cell phone, Blackberry, beeper, keys, key fob, security card, phone card, credit cards, computer user name and password, and/or
voicemail code, all other files and documents relating to the Company and its business (regardless of form, but specifically including
all electronic files and data of the Company). Executive will not make, distribute, or retain copies of any such information or property.
Executive agrees that the ownership and right of control of all programs, databases, electronic files, reports, records and supporting
documents prepared by, for or on behalf of Executive in connection with the performance of Executive’s duties during his employment
are vested exclusively in the Company and remain the exclusive property of the Company.


 






    9


     


    

 


9.7   Inventions.
Executive acknowledges and agrees that any and all Work Product, products, improvements, and inventions or creations conceived or made
by Executive during the period of Executive’s employment with the Company relating to the activities or business of the Company
or the Company Group are the sole and exclusive property of the Company or its nominee. Executive shall promptly disclose any Work Product
to the Company and perform all acts and things and sign whatever documents and agreements are necessary to confirm and vest the entire
right, title and interest in such Work Product in the Company, including copyright assignments, patent applications and other documents
and papers. Any assignment of Work Product includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal,
and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,”
“droit moral” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned
under applicable law, Executive hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation
on subsequent modification, to the extent permitted under applicable law. Executive agrees to assist the Company, or its designee, at
its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights,
patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem
necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such
rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive
right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property
rights relating thereto. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents
as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead to execute and file any such instruments
and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer
of patent, copyright, mask work and other registrations related to such Work Product. These obligations shall be binding upon Executive
and Executive’s heirs, assigns, executors, administrators, agents or other legal representatives. Executive may not use, disclose
to third parties or otherwise retain any such works or inventions, without the prior written permission of the Company.


 


9.8   Cooperation.
The Executive shall cooperate with the Company and its counsel in connection with any litigation or regulatory or self-regulatory inquiry,
investigation or proceeding relating to activities of Executive, or by activities of others of which the Executive may have knowledge,
and this obligation shall survive the termination of this Agreement. The Company shall reimburse the Executive for reasonable out-of-pocket
travel and other reasonable incidental expenses (other than legal expenses unless such legal expenses are requested by the Executive as
a result of divergent interests between Executive and the Company, and approved by the Board in writing) incurred as a result of the Executive’s
cooperation pursuant to the immediately preceding sentence.


 






    10


     


    

 


9.9   Exceptions.
Nothing in this Agreement shall limit the rights of any government agency or any party’s right of access to, participation or cooperation
with any government agency. Notwithstanding anything to the foregoing, nothing herein, or in any other agreement or policy, shall limit
Executive’s right under applicable law to file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the
National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other
federal, state or local governmental agency or commission (’’Government Agencies”). Executive further understands
that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation
or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the
Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.


 


9.10   Enforcement
of Restrictive Covenants.


 


i   Rights
and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive
Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, the
Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily
and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically
enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.


 


ii   Severability
and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in
time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance
with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate
and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such
invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement
or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction
to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope
as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced
by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.


 


10.   Third
Party Confidential Information. In Executive’s work for the Company, Executive will be expected to not, and shall not to use
or disclose any confidential information, including trade secrets, of any former employer or other person to whom Executive has an obligation
of confidentiality. Rather, Executive will be expected to use only that information which is generally known and used by persons with
training and experience comparable to Executive’s own, which is common knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company. Executive agrees not to bring onto Company premises any unpublished
documents or property belonging to any former employer or other person to whom Executive has an obligation of confidentiality.


 






    11


     


    

 


11.   Governing
Law; Dispute Resolution. The interpretation and application of this Employment shall be governed by the laws of the State of New York
without regard to principles of conflict of laws, other than laws which violate a fundamental public policy of the state of employ, in
which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief, any dispute
or claim arising out of, in connection with, or relating to this Agreement (including without limitation its subject matter, interpretation,
or formation) or to Executive’s employment or relationship with the Company shall be resolved by binding arbitration to be held
in or around Farmingdale, New York, before three (3) arbitrators selected by the American Arbitration Association, conducted in accordance
with the then-prevailing Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. A copy of these
rules can be accessed through the American Arbitration Association’s website (www.adr.org). The arbitrators’ decision will
be final and binding in accordance with the Federal Arbitration Act and may be enforced in any court of competent jurisdiction. The arbitrators
will not have the right to modify or change any of the terms of this Employment Agreement. The arbitrators, and not any court, shall have
exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Employment
Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the arbitrators may provide
all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate
cases. In any arbitration proceeding conducted pursuant to this paragraph, the parties shall have the right to discovery, to call witnesses,
and to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons
for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences
which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section 10 are to be treated
as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings related to the
arbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES
ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING CLAIMS AGAINST THE OTHER IN ANY PURPORTED
REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW.


 


12.   General
Provisions.


 


12.1   Notices.
Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery, email, or the next day
after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company
payroll.


 


12.2   Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of
the parties.


 


12.3   Waiver.
Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed
to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 






    12


     


    

 


12.4   Complete
Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and
is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is
entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes
any other such promises, warranties or representations. It is entered into without reliance on any promise or representation other than
those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the
Company.


 


12.5   Counterparts.
This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but
all of which taken together will constitute one and the same Agreement.


 


12.6   Headings.
The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.


 


12.7   Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their
respective successors, assigns, heirs, executors and administrators. The Company may freely assign this Agreement, without Executive’s
prior written consent. Executive may not assign any of his duties hereunder and he may not assign any of her rights hereunder without
the written consent of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation,
assign or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid.


 


12.8   Background
Check and Ability to Work. This offer of employment is contingent upon verification of Executive’s identity and authorization
to legally work in the United States, a background and reference check, and all other Company practices and procedures as reasonably requested
by the Company.


 


12.9   Tax
Withholding. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable
taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees
that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated
by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the
tax and economic consequences of all payments and awards made pursuant to the Agreement.


 





***


 




    13


     


    

 


You
acknowledge and agree that you have read and understand this Employment agreement and you voluntarily agree to the terms and conditions
contained herein.


 


We
look Forward to you continuing your employment with the Company. If you accept this second amended offer of employment, please sign and
return to me this Employment Agreement attached by no later than november 2, 2022 or this offer shall expire.


 


In
Witness Whereof, the Parties have executed this Agreement on the day and year first written above.


 





	 	ENZO BIOCHEM INC.
	 	 
	 	By: 	/s/ Ian B. Walters
	 	 	Ian B. Walters, MD compensation chair
	 	 	 
	 	Executive
	 	 
	 	/s/ Hamid Erfanian


 


 


14