Exhibit
10.1


 


H-Cyte,
                                         Inc.


201
E. Kennedy Blvd, Suite 700


Tampa,
FL 33602


 


July
27, 2020



 


William
E. Horne


c/o: H-Cyte, Inc.


201
E. Kennedy Blvd, Suite 700


Tampa,
FL 33602





 


Re:
Second Amendment to Employment Agreement dated October 9, 2018


 


Dear
Bill:







 


Reference
is made to the Employment Agreement, dated October 9, 2018, between you and Medovex Corp., now known as H-Cyte, Inc.(the “Company”),
as amended by that certain Amendment Letter to Employment Agreement dated as of April 17, 2010, between you and the Company (as
amended, the “Employment Agreement”). Capitalized terms used in this letter (this “Letter”)
and not defined have the meanings given to them in the Employment Agreement.


 


This
Letter confirms the agreement among you and the Company that the Employment Agreement is further amended to modify the terms of
your Base Salary payable thereunder. In furtherance of the foregoing, Section 3(a) of the Employment Agreement is amended to provide
that effective as of the date of this Letter, your Base Salary shall be $12,500.00 per month (i.e., $150,000.00 per annum); provided
that effective on the first day of the calendar month immediately following the Qualified Financing Closing, your Base Salary
will be increased to a total of $20,833.33 per month (i.e. $250,000.00 per annum). As used herein, “Qualified Financing
Closing” has the meaning set forth in that certain Secured Convertible Note and Warrant Purchase Agreement dated as of April
17, 2020, by and among the Company and the Purchasers signatory thereto. Any subsequent modifications to your Base Salary or any
additional compensation to be paid to you in connection with your employment shall be only be as you, the Company and FWHC Holdings,
LLC may agree in writing after the date of this Letter.


 


This
Letter further confirms that you have previously tendered your resignation as the Company’s Chief Executive Officer, with
such resignation to be effective upon such time as the Company is able to hire a replacement chief executive officer to succeed
you. Upon such time the replacement chief executive officer has been hired, your employment with the Company will be deemed to
have terminated and such termination shall not be deemed to constitute either (i) a termination by you for Good Reason or (ii)
a termination by the Company without Cause. For further clarity, upon the termination of your employment you shall no longer be
entitled to any Base Salary or other compensation under the terms of your Employment Agreement.


 


This
Letter further confirms that you are owed an amount equal to $108,000 with respect to Base Salary which you did not receive during
the calendar year 2018 and with respect to which you have agreed to defer payment (the “Unpaid 2018 Salary”).
You hereby agree to continue to defer payment of all or any portion of the Unpaid 2018 Salary until such time as there is positive
cash flow to meet the Company’s financial obligations, upon which time the Company and you will work together in good faith
to establish a payment plan for such Unpaid 2018 Salary.


 




    	 	 	 



     


    

 


For
avoidance of doubt, you and the Company hereby irrevocably acknowledge and agree that the foregoing modifications to your Base
Salary shall not constitute Good Reason as defined in the Employment Agreement, notwithstanding anything to the contrary in the
Employment Agreement. You further hereby unconditionally release, waive, forever discharge, and covenant not to sue the Company,
FWHC Holdings, LLC and each of their parents, subsidiaries and affiliates, and each of their respective present and former directors,
agents, attorneys, employees, partners, investors, shareholders, members, insurers, predecessors, successors, assigns, and representatives
(collectively, the “Released Parties”), from any and all actual or potential claims, complaints, liabilities,
obligations, promises, actions, causes of action, liabilities, agreements, damages, costs, debts, and expenses of any kind, whether
known or unknown, that you have ever had or now have from the beginning of time through the date of this Letter arising out of
or relating to any prior deferrals, reductions or waivers you previously made with respect to your Base Salary or any other compensation
to which you may have been entitled to in connection with your employment with the Company, including without limitation any claims
relating to offers to issue you shares of capital stock (or any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive shares
of capital stock) in the Company in connection with any such deferral, reduction or waiver, provided that the foregoing release
shall not be deemed to apply to your rights with respect to the Unpaid 2018 Salary.


 


The
Employment Agreement shall be deemed to be modified and amended in accordance with the express provisions of this Letter and the
respective rights, duties and obligations of the parties under the Employment Agreement shall continue to be determined, exercised
and enforced under the terms thereof subject to this Letter. In the event of inconsistency between the express terms of this Letter
and the terms of the Employment Agreement, the terms of this Letter shall govern. This Letter may be executed in two or more counterparts,
all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile or .pdf signature shall be considered due execution
and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original. The Released
Parties shall be express third party beneficiaries of this Letter.


 


[Remainder
of page left blank intentionally]


 




    	 	 	 



     


    

 





Please
sign this Letter in the space indicated below to acknowledge your agreement to the foregoing.




 





	 	Sincerely,



	 	 	 
	 	H-CYTE,
                                         INC.



	 	 	 
	 	By:	/s/ Jeremy
    Daniel
	 	Name:	Jeremy
    Daniel
	 	Title:	Chief
    Financial Officer









 


Acknowledged
and agreed as of the date set forth above:


 








	/s/
    William Horne	 
	WILLIAM
    E. HORNE	 



 







Acknowledged
and agreed as of the date set forth above:


 





	FWHC
                                         HOLDINGS, LLC


	 
	 	 	 
	By:	HOA
    Capital, LLC, its manager	 
	 	 	 
	By:	/s/
    J. Rex Farrior	 
	Name:	J.
    Rex Farrior, III	 
	Title:	Manager	 



 





Signature
Page to Second Amendment Letter to Horne Employment Agreement