Exhibit
10.14


 


Execution
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ADDENDUM
TO EMPLOYMENT AGREEMENT


 


This
addendum to the Executive Employment Agreement for Dr. Michael Dent, Chief Executive Officer of HealthLynked Corporation is made
this 8th day of August, 2016.


 


The
addendum is to Section 3a of the Employment Agreement BASE SALARY.


 


Unless
otherwise adjusted by the Compensation Committee of the Board of Directors of HealthLynked Corporation, the Company shall pay
Executive a Base Salary of $70,000 per annum (the “Base Salary”) payable in equal installments as such time
as is consistent with normal Company payroll policy.


 


This
addendum is effective as of August 8, 2016. 


 


IN
WITNESS WHEREOF, the parties have executed this addendum as of the date first written above.


 


	 	HealthLynked
    Corporation, a Nevada Corporation
	 	 	 
	 	By:	/s/
    George O’Leary
	 	Name:
    George O’Leary
	 	Title:
    Chief Financial Officer & Board Member


  


	Executive:	 
	 	 
	/s/
    Michael Dent	 
	Dr.
    Michael Dent	 





 






     

     


    

 


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EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made this 1st day of July, 2016 between HealthLynked, Corp.. a Nevada
corporation (“HealthLynked" or the “Employer” and collectively with any entity that is wholly
or partially owned by HealthLynked, the “Company”), located at 1726 Medical Blvd Suite 101 Naples, Florida
334110 and Michael T. Dent M.D. (“Executive”), an individual who resides at 6265 Highcroft Drive, Naples, FL
34110. 


 


RECITALS:


 


WHEREAS,
the Company is engaged in the business of providing an online Medical record archive, Telemedicine, and scheduling services
to doctors, hospitals and other healthcare institutions; and


 


WHEREAS,
as of this Amendment Date, HealthLynked desires to employ Executive as an officer in the capacity of Chief Executive Officer,
and Executive desires to be employed by HealthLynked in such capacity, in accordance with the terms, covenants, and conditions
as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Employer and Executive agree as follows:


 


1.       Employment
Period. Subject to the terms and conditions set forth herein and unless sooner terminated as hereinafter provided, HealthLynked
shall employ Executive as an officer, and Executive agrees to serve as an officer and accepts such employment for a four-year
period, beginning on January 1st, 2016 (the “Effective Date”) and ending on the 4th anniversary
of the Effective Date (the “Initial Employment Term”). After the Initial Employment Term, this Agreement shall
automatically renew for consecutive one year periods (“renewal term”), unless a written notice of a party’s
intention to terminate this Agreement at the expiration of the Initial Employment Term (or any renewal term) is delivered by either
party at least three (3) months prior to the expiration of the Initial Employment Term or any renewal term, as applicable. For
purposes of this Agreement, the period from the Effective Date until the termination of the Executive’s employment shall
hereinafter be referred to as the “Term”. Executive’s employment pursuant to this Agreement shall be
“at will” as such term is construed under Florida law.


 


2.       Title
and Duties. During the period from this Amendment Date through the Term, HealthLynked shall employ Executive as its Chief
Executive Officer (“CEO”), and Executive accepts employment in such capacity. Executive will report to and
be subject to the general supervision and direction of the Board. If requested, Executive will serve in similar capacities for
each or any subsidiary of HealthLynked without additional compensation. Executive shall perform such duties as are customarily
performed by someone holding the title of CEO in the same or similar businesses or enterprises as that engaged in by the Company
and such other duties as the Board may assign from time to time. The Board understands and acknowledges that the Executive has
certain other pre-existing commitments to MedOfficeDirect LLC as its Chairman and is a member of certain other boards of directors
(such other activities, hereafter referred to as “Other Commitments”) and acknowledges that Executive will
from time to time need to devote part of his working time and attention to such Other Commitments. Dr. Dent also as a Board Certified
Obstetrician and Gynecologist may participate in the physician staff of the Naples Women's Center and in doing be allowed to participate
in collecting fee for service income in accordance with other physicians employed by the Naples Women's Center. This income would
be in addition to his services as Chief Executive Officer and Chairman of HealthLynked Corp. 


 






     

     


    

 


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3.       Compensation
and Benefits of Executive. The Company shall compensate Executive for Executive's services rendered under this Agreement
as follows:


 


		a.	Base
                                         Salary. Unless otherwise adjusted by the Compensation Committee of the Board
                                         (the “Compensation Committee”), the Company shall pay Executive a base salary
                                         of $215,000 per annum (the “Base Salary”), payable in equal installments
                                         at such times as is consistent with normal Company payroll policy.



 


		b.	Bonus.
                                         Executive will be eligible for a performance-based bonus as a participant in the Company’s
                                         Management Incentive Plan (“MIP”), which shall set annual target incentives
                                         for the Executive and other senior ranking employees that are determined by the Compensation
                                         Committee of the Board (the “Compensation Committee”). The Company
                                         will target an annual bonus of 60% of the Executive’s Base Salary (the “Target
                                         Bonus”), pro-rated for the number of months of service in any given year in
                                         the event that the Executive’s employment is terminated by the Company or the Executive
                                         for any reason prior to the end of any such year. Upon meeting the performance thresholds
                                         established by the Compensation Committee in the MIP for any such year, the actual bonus
                                         payout for such year will be no less than 100% of the Target Bonus. However, the Executive
                                         shall be eligible to receive up to 150% of the Target Bonus in the event that the Company’s
                                         and/or the Executive’s performance exceeds the thresholds set for the Target Bonus.
                                         



 


		c.	Benefits.
                                         Subject to the eligibility requirements (including, but not limited to, participation
                                         by part-time employees), and enrollment provisions of the Company’s employee benefit
                                         plans, Executive may, to the extent he so chooses, participate in any and all of the
                                         Company’s employee benefit plans, at the Company’s expense. All Company benefits
                                         are identified in the Employee Handbook and are subject to change without notice or explanation.
                                         In addition, subject to the eligibility requirements (including, but not limited to,
                                         participation by a part-time employee) and enrollment provisions of the Company’s
                                         executive benefit programs, Executive shall also be entitled to participate in any and
                                         all other benefits programs established for officers of the Company. 



  


		1.)	Time-based
                                         Options - 500,000 of such options will be time-based options and will vest according
                                         to the following schedule:



 


	 	200,000	 	will
    vest on the first anniversary of the Effective Date; provided, however, that if the Executive’s employment hereunder
    is terminated by the Employer without “cause” (as such term is defined in the Option Agreement) at any time prior
    to the first anniversary of the Effective Date, then the pro rata portion of these 200,000 Options up until the date of termination,
    shall be deemed vested; and
	 	 	 	 
	 	12,500	 	will
    vest each month beginning on the 13th monthly anniversary of the Effective Date and continuing on each monthly anniversary
    thereafter until the second anniversary of the Effective Date; and
	 	 	 	 
	 	8,333	 	will
    vest each month beginning on the 25th monthly anniversary of the Effective Date and continuing on each monthly anniversary
    thereafter until the third anniversary of the Effective Date; and
	 	 	 	 
	 	4,167	 	will
    vest each month beginning on the 37th monthly anniversary of the Effective Date and continuing on each monthly
    anniversary thereafter until the fourth anniversary of the Effective Date.  


 






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		2.)	Performance-based
                                         Options - 500,000 of such options will be performance-based options and will
                                         vest according to the following schedule. Executive understands and acknowledges that
                                         if the performance metrics for any given year are not met, then such options shall be
                                         forfeited and the Board is under no obligation to replenish such options.



 


	 	100,000	 	will
    vest if the Company’s actual consolidated revenue for FY 2016, after excluding the effects of any Revenue Exclusions
    for such fiscal year, meets or exceeds the consolidated revenue goal established by the Board for the vesting of performance
    options, which goal will be based on the Company’s Board approved budget for such fiscal year; and
	 	 	 	 
	 	100,000	 	will
    vest if the Company’s actual Adjusted EBITDA for FY 2016, after excluding the effects of any Adjusted EBITDA Exclusions
    for such fiscal year, meets or exceeds the Adjusted EBITDA goal established by the Board for the vesting of performance options,
    which will be based on the Company’s Board-approved budget for such fiscal year; and
	 	 	 	 
	 	75,000	 	will
    vest if the Company’s actual consolidated revenue for FY 2017, after excluding the effects of any Revenue Exclusions
    for such fiscal year, meets or exceeds the consolidated revenue goal established by the Board for the vesting of performance
    options, which goal will be based on the Company’s Board approved budget for such fiscal year; and
	 	 	 	 
	 	75,000	 	will
    vest if the Company’s actual Adjusted EBITDA for FY 2017, after excluding the effects of any Adjusted EBITDA Exclusions
    for such fiscal year, meets or exceeds the Adjusted EBITDA goal established by the Board for the vesting of performance options,
    which will be based on the Company’s Board-approved budget for such fiscal year; and
	 	 	 	 
	 	50,000	 	will
    vest if the Company’s actual consolidated revenue for FY 2018, after excluding the effects of any Revenue Exclusions
    for such fiscal year, meets or exceeds the consolidated revenue goal established by the Board for the vesting of performance
    options, which goal will be based on the Company’s Board approved budget for such fiscal year; and
	 	 	 	 
	 	50,000	 	will
    vest if the Company’s actual Adjusted EBITDA for FY 2018, after excluding the effects of any Adjusted EBITDA Exclusions
    for such fiscal year, meets or exceeds the Adjusted EBITDA goal established by the Board for the vesting of performance options,
    which will be based on the Company’s Board-approved budget for such fiscal year; and
	 	 	 	 
	 	25,000	 	will
    vest if the Company’s actual consolidated revenue for FY 2019, after excluding the effects of any Revenue Exclusions
    for such fiscal year, meets or exceeds the consolidated revenue goal established by the Board for the vesting of performance
    options, which goal will be based on the Company’s Board approved budget for such fiscal year; and
	 	 	 	 
	 	25,000	 	will
    vest if the Company’s actual Adjusted EBITDA for FY 2019, after excluding the effects of any Adjusted EBITDA Exclusions
    for such fiscal year, meets or exceeds the Adjusted EBITDA goal established by the Board for the vesting of performance options,
    which will be based on the Company’s Board-approved budget for such fiscal year.


 






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	 	 	Executive
                                         understands that, pursuant to the Plan, upon termination of his employment, he will only
                                         have ninety (90) days to exercise any vested portion of the Options. All Options awarded
                                         pursuant to this Section 3(d) will contain a provision in the Option Agreement that allows
                                         for immediate vesting of any unvested portion of the Options in the event of a change
                                         of control of HealthLynked.
	 	 	 
		e.	Revenue
                                         and Adjusted EBITDA Exclusions Defined. For the purposes of Section 3b and 3d
                                         above, to the extent the Company acquires any companies or businesses during any given
                                         fiscal year and the financial impact of such acquisition was not previously factored
                                         into the annual operating budget approved by the Board, the following revenue and Adjusted
                                         EBITDA adjustments shall be made to the Company’s fiscal results in measuring whether
                                         or not the Company has met or exceeded the specific performance targets outlined in Sections
                                         3b or 3d hereof.
	 	 	 
	 	 	1.)
                                         “Revenue Exclusions” shall be defined as the prorated annualized quarterly
                                         GAAP revenue of any company or business acquired by the Company for the most recent full
                                         fiscal quarter prior to the date such company or business is acquired by the Company.
                                         Such annualized quarterly revenue shall be prorated by multiplying the total annualized
                                         quarterly revenue described above by a fraction, the numerator of which is the number
                                         of days that the financial results of the acquired business or company are included in
                                         the Company’s financial results during the fiscal year in question, and the denominator
                                         of which is 365.
	 	 	 
	 	 	2.)
                                         “Adjusted EBITDA Exclusions” shall be defined as the prorated annualized
                                         quarterly Adjusted EBITDA of any company or business acquired by the Company for the
                                         most recent full fiscal quarter prior to the date such company or business is acquired
                                         by the Company. Such annualized quarterly Adjusted EBITDA shall be prorated by multiplying
                                         the total annualized quarterly Adjusted EBITDA described above by a fraction, the numerator
                                         of which is the number of days that the financial results of the acquired business or
                                         company are included in the Company’s financial results during the fiscal year
                                         in question, and the denominator of which is 365. The Board, at its discretion, may add
                                         back any non-recurring or one time charges that may have been included in the most recent
                                         full fiscal quarter of the company or business being acquired when determining the appropriate
                                         Adjusted EBITDA for such business or company.



  


		f.	Paid
                                         Time-Off and Holidays. Executive’s paid time-off (“PTO”)
                                         and holidays shall be consistent with the standards set forth in the Company’s
                                         Employee Handbook, as revised from time to time or as otherwise published by the Company.
                                         Notwithstanding the previous sentence, Executive will be eligible for one hundred twenty
                                         (120) hours of PTO/year, which will accrue on a pro-rata basis throughout the year, provided,
                                         however, that it is the Company’s policy that no more than forty (40) hours of
                                         PTO can be accrued beyond this annual limit for any employee at any time. Thus, when
                                         accrued PTO reaches one hundred sixty (160) hours, Executive will cease accruing PTO
                                         until accrued PTO is one hundred twenty (120) hours or less, at which point Executive
                                         will again accrue PTO until he reaches one hundred sixty (160) hours. In addition to
                                         PTO, there are also six (6) paid national holidays and one (1) “floater”
                                         day available to Company employees. Executive agrees to schedule such PTO so that it
                                         minimally interferes with the Company’s operations. Such PTO does not include Board
                                         excused absences. 



 






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		g.	Reimbursement
                                         of Normal Business Expenses. The Company will reimburse all reasonable business
                                         expenses of Executive, including, but not limited to, cell phone expenses and business
                                         related travel, meals and entertainment expenses in accordance with the Company’s
                                         polices for such reimbursement.



 


		h.	Car
                                         Allowance: The Executive will be paid a car allowance of $650 per month paid at the
                                         beginning of each month. 



 


4.       Best
Efforts of the Executive and Minimum Time Commitments of Employment. Executive agrees to perform all of the duties pursuant
to the express and implicit terms of this Agreement to the reasonable satisfaction of the Employer. Executive further agrees to
perform such duties faithfully and to the best of his ability, talent, and experience and, unless otherwise agreed to with the
Company in writing, to render such duties to the Company at least seventy five percent (75%) of his working time and attention.



 


5.       Termination.
The parties agree that any termination of the Executive under this Agreement will be governed as follows:


 


		a.	By
                                         the Company for Cause. The Company shall have the right to terminate this Agreement
                                         and to discharge the Executive for Cause (as defined below), at any time during the Term.
                                         For the purposes of this Agreement, the Company shall have “Cause” to terminate
                                         the Executive’s employment hereunder upon:
	 	 	 
	 	 	

                                         (i)        failure to
                                         materially perform and discharge the duties and responsibilities of Executive under this
                                         Agreement after receiving written notice and allowing Executive ten (10) business days
                                         to create a plan to cure such failure(s), such plan being acceptable to the Board of
                                         Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided,
                                         however, that after one such notice has been given to Executive and the thirty (30)
                                         day cure period has lapsed, the Company is no longer required to provide time to cure
                                         subsequent failures under this provision, or
	 	 	 
	 	 	(ii)
                                                any breach by Executive of the material provisions
                                         of this Agreement; or
	 	 	 
	 	 	(iii)
                                               misconduct which, in the good faith opinion and sole
                                         discretion of the Board of Directors, is injurious to the Company; or
	 	 	 
	 	 	(iv)
                                               felony conviction involving the personal dishonesty
                                         or moral turpitude of Executive; or a determination by the Board, after consideration
                                         of all available information, that Executive has willfully and knowingly violated Company
                                         policies or procedures involving discrimination, harassment, or work place violence;
                                         or
	 	 	 
	 	 	(v)
                                               engagement in illegal drug use or alcohol abuse which
                                         prevents Executive from performing his duties in any manner, or
	 	 	 
	 	 	(vi)
                                              any misappropriation, embezzlement or conversion of the
                                         Company’s opportunities or property by the Executive; or
	 	 	 
	 	 	(vii)
                                            willful misconduct, recklessness or gross negligence by the Executive
                                         in respect of the duties or obligations of the Executive under this Agreement and/or
                                         the Confidentiality, Non-Solicitation or Non-Competition Agreement.



 



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		 	Any
                                         termination for Cause pursuant to this Section shall be given to the Executive in writing
                                         and shall set forth in detail all acts or omissions upon which the Company is relying
                                         to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive
                                         shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits
                                         through the termination date and the Company shall have no further obligations under
                                         this Agreement from and after the date of termination.



 


		b.	Termination
                                         by Company Without Cause. At any time during the Term, the Company shall have
                                         the right to terminate this Agreement and to discharge the Executive without Cause effective
                                         upon delivery of written notice to the Executive. If the Company terminates the Executive
                                         without “Cause” for any reason, then the Company agrees that (i) as severance
                                         it will continue to pay the Executive’s Base Salary in accordance with Section
                                         3a. and maintain the Executive’s Executive benefits in accordance with Section
                                         3c. (the “Severance Payments”) for twelve (12) months from the date
                                         of the notice of termination and (ii) it will pay to the Executive at the next such time
                                         that annual bonuses are paid by the Company to employees generally, the pro rata portion
                                         of any bonus that would be due for the year in which the termination occurs up to the
                                         date of written notice of termination. The pro rata portion of any such bonus that would
                                         be due and payable for the year in which termination occurs shall be calculated by annualizing
                                         the revenue, adjusted EBITDA and net income of the Company for the year up to the most
                                         recent full month prior to the written notice of termination and comparing such annualized
                                         figures to the performance thresholds for the Executive outlined in the MIP that was
                                         in effect for such year at the time the written notice of termination was delivered to
                                         the Executive. Executive further agrees that in the event that he obtains employment
                                         during any period where Severance Payments are being made, he will promptly notify the
                                         Company. Provided that such employment does not violate the terms of the Confidentiality,
                                         Non-Solicitation and Non-Competition Agreement, such severance payments will continue
                                         to be paid. Other than the Severance Payments, the Company shall have no further obligation
                                         to the Executive after the date of such termination; provided, however, that the
                                         Executive shall only be entitled to continuation of the Severance Payments as long as
                                         he is in compliance with the provisions of the Confidentiality, Non-Compete and Non-Solicit
                                         Agreement, which is part of this Agreement. If termination without cause shall occur
                                         at anytime, then the pro rata portion of any unvested Time-based options (as specified
                                         in Section 3(d)(1)) up until the date of notice of termination that are due to vest in
                                         the year or month of termination shall vest.
	 	 	 
	 	 	The
                                         Executive acknowledges and agrees that any and all payments to which he would be entitled
                                         under this Paragraph 5b are conditioned upon and subject to his execution of a general
                                         waiver and release, in such reasonable form as counsel for the Company shall determine,
                                         of all claims the Executive has or may have against the Company.



 


		c.	By
                                         Resignation of the Executive. The Executive may terminate his employment hereunder,
                                         upon giving sixty (60) days written notice to the Company. The Executive agrees that
                                         during such sixty (60) day period no more than one week of unused PTO may be utilized
                                         and that all other unused PTO up to the time of termination shall be forfeited. In the
                                         event of such a termination, the Executive shall comply with any reasonable request of
                                         the Company to assist in providing for an orderly transition of authority, but such assistance
                                         shall not delay the Executive’s termination of employment longer than sixty (60)
                                         days beyond the Executive’s original notice of termination. Upon such a termination,
                                         the Executive shall become entitled to any accrued but unpaid salary and other benefits
                                         up to and including the date of termination and the pro rata portion of any unvested
                                         Time-based options (as specified in Section 3(d)(1)) up until the date of separation
                                         that are due to vest in the year or month of separation shall vest.



 






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		d.	Disability
                                         of the Executive. This Agreement may be terminated by the Company upon the Disability
                                         of the Executive. "Disability" shall mean any mental or physical illness, condition,
                                         disability or incapacity which prevents the Executive from reasonably discharging his
                                         duties and responsibilities under this Agreement for a period of ninety (90) days in
                                         any one hundred eighty (180) day period. In the event that any disagreement or dispute
                                         shall arise between the Company and the Executive as to whether the Executive suffers
                                         from any Disability, then, in such event, the Executive shall submit to the physical
                                         or mental examination of a physician licensed under the laws of the State of Florida,
                                         who is agreeable to the Company and the Executive, and such physician shall determine
                                         whether the Executive suffers from any Disability. In the absence of fraud or bad faith,
                                         the determination of such physician shall be final and binding upon the Company and the
                                         Executive. The entire cost of such examination shall be paid solely by the Company. In
                                         the event the Company has purchased disability insurance for Executive, the Executive
                                         shall be deemed disabled if he is disabled as defined by the terms of the disability
                                         policy. On the date that the Executive is deemed to have a Disability, this Agreement
                                         will be deemed to have been terminated and the Executive shall be entitled to receive
                                         from the Company his accrued and unpaid Base Salary, bonus and other benefits through
                                         the termination date. If a termination of the Executive by Disability shall occur at
                                         anytime, than the pro rata portion of any unvested Time-based options (as specified in
                                         Section 3d(1)) up until the date of the Executive’s termination that were due to
                                         vest in the year or month of the Executive’s termination shall vest. Other than
                                         as set forth in the immediately preceding two sentences, the Company shall have no further
                                         salary or bonus payment or other benefits obligations under this Agreement from and after
                                         the date of termination due to Disability.



 


		e.	Death
                                         of the Executive. In the event of the death of Executive, the employment of the
                                         Executive by the Company shall automatically terminate on the date of the Executive's
                                         death and the Company shall be obligated to pay Executive’s estate (i) the Executive’s
                                         accrued and unpaid Base Salary, bonus and other benefits through the termination date.
                                         If the death of the Executive shall occur at anytime, than the pro rata portion of any
                                         unvested Time-based options up until the date of the Executive’s death that were
                                         due to vest in the year or month of the Executive’s death shall vest. Other than
                                         as set forth in the immediately preceding two sentences, the Company shall have no further
                                         obligations under this Agreement from and after the date of termination due to the death
                                         of the Executive.



 


6.       Confidentiality,
Non-Compete & Non-Solicitation Agreement. Executive agrees to the terms of the Confidentiality, Non-Solicitation and
Non-Compete Agreement attached hereto as Addendum A and has signed that Agreement. Such Confidentiality, Non-Solicitation
and Non-Compete Agreement is hereby incorporated into and made a part of this Agreement. 


 


7.       Importance
of Certain Clauses. Executive and Employer agree that the covenants contained in the Confidentiality, Non-Solicitation
and Non-Compete Agreement attached hereto and incorporated into this Agreement are material terms of this Agreement and all parties
understand the importance of such provisions to the ongoing business of the Employer. As such, because the Employer's continued
business and viability depend on the protection of such secrets and non-competition, these clauses are interpreted by the parties
to have the widest and most expansive applicability as may be allowed by law and Executive understands and acknowledges his or
her understanding of same.


 






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8.       Consideration.
Executive acknowledges and agrees that the provision of employment under this Agreement and the execution by the Employer
of this Agreement constitute full, adequate and sufficient consideration to Executive for the Executive's duties, obligations
and covenants under this Agreement and under the Confidentiality, Non-Solicitation and Non-Compete Agreement incorporated into
this Agreement.


 


9.       Acknowledgement
of Post Termination Obligations. Upon the effective date of termination of Executive’s employment (unless due to
Executive’s death), if requested by the Employer, Executive shall participate in an exit interview with the Employer and
certify in writing that Executive has complied with his contractual obligations and intends to comply with his continuing obligations
under this Agreement, including, but not limited to, the terms of the Confidentiality, Non-Solicitation and Non-Compete Agreement.
To the extent it is known or applicable at the time of such exit interview, Executive shall also provide the Employer with information
concerning Executive's subsequent employer and the capacity in which Executive will be employed. Executive's failure to comply
shall be a material breach of this Agreement, for which the Employer, in addition to any other civil remedy, may seek equitable
relief.


 


10.     Withholding.
All payments made to Executive shall be made net of any applicable withholding for income taxes and Executive's share of FICA,
FUTA or other employment taxes. The Company shall withhold such amounts from such payments to the extent required by applicable
law and remit such amounts to the applicable governmental authorities in accordance with applicable law.


 


11.
   Representations of Executive. Executive represents and warrants to HealthLynked that (a) nothing
in his past legal and/or work and/or personal experiences, which if became broadly known in the marketplace, would impair his
ability to serve as the Chief Executive Officer of a publicly-traded company or materially damage his credibility with public
shareholders; (b) there are no restrictions, agreements, or understandings whatsoever to which he is a party which would prevent
or make unlawful his execution of this Agreement or employment hereunder, (c) Executive’s execution of this Agreement and
employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which he is
a party or by which he is bound, (d) Executive is free and able to execute this Agreement and to continue employment with HealthLynked,
and (e) Executive has not used and will not use confidential information or trade secrets belonging to any prior employers to
perform services for the Company.


 


12.     Effect
of Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of any other provision.
In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall
remain in full force and effect.


 


13.
   Entire Agreement. This Agreement, together with the other documents referenced herein, reflects the
complete agreement between the parties regarding the subject matter identified herein and shall supersede all other previous agreements,
either oral or written, between the parties. The parties stipulate that neither of them, nor any person acting on their behalf
has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that
it or he has not relied upon any representation of any third party in executing this Agreement, but rather have relied exclusively
on it or his own judgment in entering into this Agreement.


 


14.
   Assignment. Employer may assign its interest and rights under this Agreement at its sole discretion
and without approval of Executive to a successor in interest by the Employer’s merger, consolidation or other form of business
combination with or into a third party where the Employer’s stockholders before such event do not control a majority of
the resulting business entity after such event. All rights and entitlements arising from this Agreement, including but not limited
to those protective covenants and prohibitions set forth in the Confidentiality, Non-Solicitation and Non-Compete Agreement attached
as Addendum A and incorporated into this Agreement shall inure to the benefit of any purchaser, assignor or transferee of this
Agreement and shall continue to be enforceable to the extent allowable under applicable law. Neither this Agreement, nor the employment
status conferred with its execution is assignable or subject to transfer in any manner by Executive. 


 






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15.
    Notices. All notices, requests, demands, and other communications shall be in writing and shall
be given by registered or certified mail, postage prepaid, a) if to the Employer, at the Employer’s then current headquarters
location, and b) if to Executive, at the most recent address on file with the Company for Executive or to such subsequent addresses
as either party shall so designate in writing to the other party.


 


16.     Remedies.
If any action at law, equity or in arbitration, including an action for declaratory relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party may, if the court or arbitrator hearing the dispute, so determines, have
its reasonable attorneys’ fees and costs of enforcement recouped from the non-prevailing party.


 


17.     Amendment/Waiver.
No waiver, modification, amendment or change of any term of this Agreement shall be effective unless it is in a written
agreement signed by both parties. No waiver by the Employer of any breach or threatened breach of this Agreement shall be construed
as a waiver of any subsequent breach unless it so provides by its terms.


 


18.     Governing
Law, Venue and Jurisdiction. This Agreement and all transactions contemplated by this Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Florida without regard to any conflicts of laws, statutes,
rules, regulations or ordinances. Executive consents to personal jurisdiction and venue in the Circuit Court in and for Lee County,
Florida regarding any action arising under the terms of this Agreement and any and all other disputes between Executive and Employer.


 


19.
   Arbitration. Any and all controversies and disputes between Executive and Employer arising
from this Agreement or regarding any other matter whatsoever shall be submitted to arbitration before a single unbiased arbitrator
skilled in arbitrating such disputes under the American Arbitration Association, utilizing its Commercial Rules. Any arbitration
action brought pursuant to this section shall be heard in Fort Myers, Lee County, Florida. The Circuit Court in and for Lee County,
Florida shall have concurrent jurisdiction with any arbitration panel for the purpose of entering temporary and permanent injunctive
relief, but only with respect to any alleged breach of the Confidentiality, Non-Solicitation and Non-Compete Agreement. 


 


20.     Headings.
The titles to the sections of this Agreement are solely for the convenience of the parties and shall not affect in any
way the meaning or interpretation of this Agreement.


 


21.     Miscellaneous
Terms. The parties to this Agreement declare and represent that:


 


		a.	They
                                         have read and understand this Agreement;



 


		b.	They
                                         have been given the opportunity to consult with an attorney if they so desire; 



 


		c.	They
                                         intend to be legally bound by the promises set forth in this Agreement and enter into
                                         it freely, without duress or coercion;



 


		d.	They
                                         have retained signed copies of this Agreement for their records; and



 


		e.	The
                                         rights, responsibilities and duties of the parties hereto, and the covenants and agreements
                                         contained herein, shall continue to bind the parties and shall continue in full force
                                         and effect until each and every obligation of the parties under this Agreement has been
                                         performed.



 


22.     Counterparts.
This Agreement may be executed in counterparts and by facsimile, or by pdf, each of which shall be deemed an original for
all intents and purposes.


 


 


 


 


Signatures
appear on the following page.








 






    	 	9	 



     


    

 


Execution
Copy


 


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


 


	 	HealthLynked,
    Corp, a Florida Corporation
	 	 	 
	 	By:	/s/
    George O’Leary
	 	 	Name:
    George O’Leary
	 	 	Title:
    Chief Financial Officer & Board Member


  


	 	EXECUTIVE:
	 	 
	 	/s/
    Michael Dent
	 	Dr.
    Michael Dent


 


 


 


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