Exhibit 10.2.1








 


EMPLOYMENT
AGREEMENT


 


AGREEMENT
dated as of October 24, 2014 between Lishan Aklog MD, residing at 10 Hickory Pine Court, Purchase, NY 10577 (“Executive”),
and PAXmed Inc., a Delaware corporation having its principal office at 420 Lexington Ave., Suite 300, New York, NY 10170 (“Company”);


 


WHEREAS, the
Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and conditions herein set
forth;


 


IT IS AGREED:


 


1.            Employment,
Duties and Acceptance.


 


1.1           General.
The Company hereby agrees to employ the Executive as its Chief Executive Officer. All of Executive’s powers and authority
in any capacity shall at all times be subject to the direction and control of the Company’s Board of Directors (“Board”).
The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any
subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with
Executive’s status as Chief Executive Officer. The Company and Executive acknowledge that Executive’s primary functions
and duties as Chief Executive Officer shall be general management and control of the affairs and business of the Company.


 


1.2           Duties.
Executive accepts such employment and agrees to devote such time as he reasonably deems necessary to the performance of his duties
hereunder. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal
or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest)
and (ii) in serving as a consultant to, or on boards of directors of, or in any other capacity to other companies, for profit
and not for profit, provided they will not interfere with the performance of Executive’s duties hereunder or violate the
provisions of Section 5.4 hereof.


 




    	 



    	 



    

  


1.3           Location.
Executive will perform his duties in New York, New York. Executive shall undertake such occasional travel, within or outside the
United States, as is reasonably necessary in the interests of the Company.


 


2.          Term.
The term of Executive’s employment hereunder shall commence on November 1, 2014 and terminate on December 31, 2019 (“Term”)
unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company
and Executive. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company
after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this
Agreement, except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c)
shall no longer be in effect.


 


3.           Compensation
and Benefits.


 


3.1           Salary.
The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $240,000. Executive’s compensation
shall be paid in equal, periodic installments in accordance with the Company’s normal payroll procedures; provided however,
that Executive’s Base Salary shall be accrued and deferred until such time as the Company consummates an initial public
offering of its securities, at which time such accrued and deferred Base Salary shall be paid to Executive in full.


 


3.2           Bonus.
In addition to the Base Salary, Executive shall be paid a bonus (“Bonus”) on January 1st of each year beginning
in 2016 equal to 50% of the Base Salary plus additional performance bonuses to be determined by the Board.


 


3.3           Stock
Options. The Board (or Compensation Committee) may, in its sole discretion, grant Employee options to purchase shares of the
Company’s common stock from time to time under the Company’s equity compensation plans, but Executive understands
that it is under no obligation to do so.


 


3.4           Benefits.
Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives
of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide


 




    	 



    	 



    

  


employee benefits, including a defined contribution pension plan
and 401(k) plan, as may be made available generally to executive employees from time to time.


 


3.5           Vacation
and Sick Days. Executive shall be entitled to twenty-five (25) days of paid vacation and five (5) days of paid sick days in
each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary
Company policy.


 


3.6           Expenses.
The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive
on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the
business of the Company, including expenses relating to his laptop, cell phone and Blackberry or other similar devices, against
itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures.


 


4.           Termination.


 


4.1           Death.
If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company shall pay to Executive’s estate
the amount set forth in Section 4.6(a).


 


4.2           Disability.
The Company, by written notice to Executive, may terminate Executive’s employment hereunder if Executive shall fail because of
illness or incapacity to render services of the character contemplated by this Agreement for one hundred eighty (180) days. Upon
such termination, the Company shall pay to Executive the amount set forth in Section 4.6(a).


 


4.3           By
Company for “Cause”. The Company, by written notice to Executive, may terminate Executive’s employment hereunder
for “Cause”. As used herein, “Cause” shall mean: (a) the refusal or failure by Executive to carry out specific
directions of the Board which are of a material nature and consistent with his status as Chief Executive Officer (or whichever
positions Executive holds at such time), or the refusal or failure by Executive to perform a material part of Executive’s duties
hereunder; (b) the commission by Executive of a material breach of any of the provisions of this Agreement; (c) fraud or dishonest
action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these


 




    	 



    	 



    

  


purposes shall mean Executive’s knowingly or recklessly making of
a material misstatement or omission for his personal benefit); or (d) the conviction of Executive of a felony under federal or
state law. Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Executive’s
acts described in clauses (a) or (b) above, unless the Company shall have given written notice to Executive within a period not
to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity
and, within thirty (30) calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving
rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period.
Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(b).


 


4.4           By
Executive for “Good Reason”. The Executive, by written notice to the Company, may terminate Executive’s employment
hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence
of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change
in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties
or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); (b) material breach of
this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not
material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company.
Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described
in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed
ten (10) calendar days of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity
and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving
rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month
period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth
in Section 4.6(c).


 


4.5           By
Company Without “Cause”. The Company may terminate Executive’s employment hereunder without “Cause” by
giving at least one hundred eighty (180) days written


 




    	 



    	 



    

  


notice to Executive. Upon such termination, the Company shall pay
to Executive the amount set forth in Section 4.6(c).


 


4.6          Compensation
Upon Termination. In the event that Executive’s employment hereunder is terminated, the Company shall pay to Executive the
following compensation:


 


(a)          Payment
Upon Death or Disability. In the event that Executive’s employment is terminated pursuant to Sections 4.1 or 4.2, the Company
shall no longer be under any obligation to Executive or his legal representatives pursuant to this Agreement except for: (i) the
Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) any Bonus which would have become
payable under Section 3.2 for the year in which the employment was terminated prorated by multiplying the full amount of the Bonus
by a fraction, the numerator of which is the number of “full calendar months” worked by Executive during the year of
termination and the denominator of which is 12 (a “full calendar month” is a month in which the Executive worked at
least two weeks); (iii) all earned and previously approved but unpaid Bonuses for any year prior to the year of termination; (iv)
all valid expense reimbursements, and (v) all accrued but unused vacation pay.


 


(b)          Payment
Upon Termination by the Company For “Cause”. In the event that the Company terminates Executive’s employment hereunder
pursuant to Section 4.3, the Company shall have no further obligations to the Executive hereunder, except for: (i) the Base Salary
due Executive pursuant to Section 3.1 hereof through the date of termination (ii) all valid expense reimbursements and (ii) all
unused vacation pay through the date of termination required by law to be paid.


 


(c)          Payment
Upon Termination by Company Without Cause or by Executive for Good Reason. In the event that Executive’s employment
is terminated pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Executive hereunder except
for: (i) 150% of the Base Salary due Executive pursuant to Section 3.1 hereof through the end of the Term, payable in full; (ii)
all valid expense reimbursements; and (iii) all accrued but unused vacation pay.


 


(d)          Executive
shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid or payable to
Executive from


 




    	 



    	 



    

  


sources other than the Company will not offset or terminate the
Company’s obligation to pay to Executive the full amounts pursuant to this Agreement.


 


5.           Protection
of Confidential Information; Non-Competition.


 


5.1       Acknowledgment.
Executive acknowledges that:


 


(a)          As
a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information
concerning the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”),
including, without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and
sources (“Confidential Information”).


 


(b)          The
Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company
or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information.


 


(c)          The
provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.


 


5.2       Confidentiality.
Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential
Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his
duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public
domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed
by law, regulation, stock exchange rule, court order, subpoena or other government process. If Executive shall be required to make
disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48
hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company and,
at the Company’s expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend
against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and
participate with counsel of its choice in any proceeding relating to the enforcement thereof.


 




    	 



    	 



    

  


5.3           Documents.
Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records,
reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business of the Company and
all property associated therewith, which he may then possess or have under his control; provided, however, that Executive shall
be entitled to retain copies of such documents reasonably necessary to document his financial relationship with the Company.


 


5.4           Non-competition.
During the Term and for a period of six (6) months thereafter, Executive, without the prior written permission of the Company,
shall not, anywhere in the world, (i) be employed by, or render any services to, any person, firm or corporation engaged in the
medical device industry or any other business which is directly in competition with any “material” business conducted
by the Company or any of its subsidiaries at the time of termination (as used herein “material” means a business which
generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which audited financial statements
are available) (“Competitive Business”); (ii) engage in any Competitive Business for his or its own account; (iii) be
associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer,
principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have
or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while Executive
was employed by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor
to entice away from the Company, for the benefit of a Competitive Business, any of its customers or other persons with whom the
Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from
investing his personal assets in any manner he chooses, provided, however, that Executive may not, during the period referred
to in this Section 5.4, own more than 4.9% of the equity securities of any Competitive Business.


 


5.5           Injunctive
Relief. If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 5.2 or 5.4, the
Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having
equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are
of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to
the Company and


 




    	 



    	 



    

  


that money damages will not provide an adequate remedy to the Company.
The rights and remedies enumerated in this Section 5.5 shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or equity. In connection with any legal action or proceeding arising out of or relating to this
Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable
attorneys’ fees and costs incurred by the prevailing party.


 


5.6           Modification.
If any provision of Sections 5.2 or 5.4 is held to be unenforceable because of the scope, duration or area of its applicability,
the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such
provision or provisions shall then be applicable in such modified form.


 


5.7           Survival.
The provisions of this Section 5 shall survive the termination of this Agreement for any reason, except in the event Executive
is terminated by the Company without “Cause,” or if Executive terminates this Agreement with “Good Reason,”
in either of which events, clauses (i), (ii) and (iii) of Section 5.4 shall be null and void and of no further force or effect.
The non-renewal of this Agreement at the end of the Term shall not be a termination by the Company without “Cause”.


 


6.           Miscellaneous
Provisions.


 


6.1           Notices.
All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered
personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt
requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party
to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1. All notices shall
be deemed to have been given as of the date of personal delivery or mailing thereof.


 


If to Executive:


Lishan Aklog, M.D.

10 Hickory Pine Court

Purchase, NY 10577


 


If to the Company:


PAXmed Inc.


420 Lexington Ave, Suite 300


 




    	 



    	 



    

 


New York, NY 10170


 


With a copy in either case to:


Graubard Miller


The Chrysler Building


405 Lexington Ave, 11th Floor


New York, NY 10170


 


6.2           Entire
Agreement; Waiver. This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and
is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived
or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party
to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such
provision.


 


6.3           Governing
Law. All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder,
shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely
in New York.


 


6.4           Binding
Effect; Nonassignability. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the
Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive’s
heirs and legal representatives.


 


6.5           Severability.
Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and
this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.


 


6.6           Section
409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section
409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A,
the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.


 


6.7           Preparation
of Agreement. This Agreement has been prepared by Graubard Miller (“GM”) solely as counsel to the Company. GM is
not acting as legal counsel


 




    	 



    	 



    

  


nor providing any legal representation or consultative services
to Executive in connection with the Agreement and the Company has advised Executive to seek the advice of other counsel in connection
with the negotiation and preparation of this Agreement.


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.


 


	 	PAXMED INC.

                                                                                 

                                                                                 

	 	/s/ Richard Salute
	 	By: Richard
    Salute
      CFO
	 	 
	 	 
	 	/s/ Lishan Aklog