Exhibit 10.15


 


 


October
9, 2019


 


Michael
Will


 


RE:
OFFER OF EMPLOYMENT


 


Dear
Michael:


 


The
teams of Insurtech Holdings LLC, YouSurance General Agency LLC, and Life Epigenetics Inc. (collectively, "Company", "Companies,"
"our", "we" or "us") are pleased to offer you the position of General Counsel, reporting to Jon
Sabes, Chief Executive Officer.


 


We
are very excited to make you this offer and have you join our team!


 


Your
Position:


 


The
key accountabilities and duties of the General Counsel position include but are not limited to the following:


 


		●	Develop
                                            a comprehensive understanding of the company's businesses and business practices; engage
                                            in a proactive style of legal practice in order to best serve internal clients.



 


		●	Educate
                                            key stakeholders on risk management and provide practical guidance to cross-functional teams
                                            that takes legal and business considerations into account.



 


		●	Deliver
                                            counsel to all levels and departments of the company on legal risks associated with current
                                            and proposed business activities and strategies.



 


		●	Provide
                                            legal guidance related to product creation and filing of insurance forms, underwriting, and
                                            regulatory compliance. Work with carrier, reinsurance, and distribution partners in the sale
                                            of company products and/or implementation of company technology.



 


		●	Collaborate
                                            with business partners to structure and execute commercial transactions. This includes reviewing,
                                            drafting, and negotiating a variety of commercial contracts such as agreements relating to
                                            information technology, intellectual property, procurement, service, consulting, distribution,
                                            sales, license, confidentiality and other similar agreements.



 


		●	Manage
                                            company transactions such as financing arrangements, investment opportunities, etc.



 


		●	Review
                                            sales and marketing materials, update disclosure language, and provide guidance to internal
                                            teams.



 


		●	Work
                                            with and advise internal business partners on compliance with U.S. federal, state, and global
                                            laws and regulations, including those related to information technology and data privacy
                                            & security, and contribute to the development and improvement of company policies, trainings,
                                            and best practices.



 


lnsurTech
Holdings, LLC | 220 South Sixth Street, Suite 1200 | Minneapolis, MN 55402


 






      


     


    

 


 


 








		●	Provide
                                            legal counsel relative to intellectual property including patent, trademark, and copyright,
                                            and engage/manage outside counsel in the prosecution of related IP applications.



		●	Respond
                                            to and provide legal guidance regarding state regulatory inquiries, examinations, and/or
                                            audits, and interact with internal business partners, outside counsel, and/or regulators
                                            in developing and implementing appropriate strategies and/or responses.



		●	Review,
                                            evaluate, and manage threatened or pending litigation, assigning matters to outside counsel
                                            as necessary.



		●	Advise
                                            on labor and employment law matters to include hiring, disciplinary, terminations, discrimination,
                                            wage & hour issues, disability accommodation, state and federal compliance, investigations
                                            and traditional labor law.



		●	Draft,
                                            review, and update company policies and procedures.



		●	Prepare,
                                            review and supervise the preparation of investor/shareholder communications- to ensure that
                                            all reporting requirements and timelines are met.



		●	Additional
                                            legal and/or compliance responsibilities as determined by the Parties.



 


The
key consideration of the terms of our offer of employment are in Exhibit A. If these terms of employment are acceptable, please indicate
your acceptance below.





		Sincerely,	



 


Jon
Sabes


Chief
Executive Officer


 


ACCEPTED:


 


 


Michael
WillDate


 




     


     


    

 


 


 


Exhibit
A


 


POSITION:General
Counsel


Michael
Will


Page3


 


REPORT:You
will report to Jon Sabes, and his designees as directed.


 


START
DATE:October 21, 2019


 


LOCATION:You
will work out of the Minneapolis office.


 


COMPENSATION:Base
Salary - $162,000 per annum


Your
base salary will be (gross), less applicable income tax and other legally required withholding and any deductions that you authorize.
Salaries are paid biweekly directly into nominated bank account.


 


Signing
Bonus - $4,361.53


You
will receive a one-time bonus payment due on the first pay period after your start date.


 


Incentive
Compensation - You will be eligible to participate in our incentive compensation plan that will provide you with an annual incentive
compensation in the form of cash and stock options based upon your performance and the company's achievement of certain milestones. We
expect this incentive compensation award to by paid semi-annually and equate to up to 25% of your annual Base Salary. Incentive compensation
will be discretionary by the Company.


 


EXPENSES:


 


TERM:
BENEFITS:


 


We
will reimburse you for all appropriate and reasonable business expenses you have incurred in performing your duties.


 


The
term of your employment is at-will.


 


As
a regular full-time employee, you will be eligible to participate in the following sponsored benefits, subject to the terms and conditions
of each benefit plan or program:


		●	401kPlan



		●	Medical,
                                            Dental and Vision - (For you and your eligible dependents).



		●	Life
                                            and AD&D Insurance - (Paid by for by us in an amount of 1x



your
Annual Salary).


		●	Short-Term
                                            and Long-Term Disability Insurance - (Paid by us).



		●	Paid
                                            Time Off (PTO) - (You will receive a total of fifteen (15) days per year, comprised
                                            of Vacation and Sick Days).



		●	Holidays
                                            - (You are entitled to seven (7) Paid Holidays).



		●	Other
                                            Voluntary Benefits



 


Several
of the benefits are governed by insurance contracts and benefits summaries, and the terms and conditions in those materials control.
Others are based on our established policies and procedures. Like other employers, we review our benefits regularly and reserve the
right to add new benefits, modify existing programs, and terminate them, as we deem necessary. All terms and conditions of
employment are subject to modification from time to time as we deem necessary or appropriate.