Exhibit 10.9


 


AGREEMENT ON OWED SALARY BETWEEN DR.
PRIDGEN AND INNOVATIVE MED CONCEPTS, LLC


 


July 15, 2020


 


This Agreement on Owed
Salary (“ Agreement”) is an agreement between Innovative Med Concepts, LLC (“IMC” or the “Company”),
and Dr. William L. Pridgen (“Pridgen”) regarding the payment and satisfaction of salary accrued and owed to Dr. Pridgen
(IMC and Pridgen together as ““Parties” and individually as a “Party”“).


 


WHEREAS, the Company
owes Pridgen $549,046.29 of accrued salary; and


 


WHEREAS, The Parties
wish to enter into this Agreement as to how the accrued salary will be repaid and satisfied.


 


NOW, THEREFORE, in
consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:


 


1.             Promptly
after closing of the Company”s IPO, if and when it is completed, the Company will pay Pridgen the accrued salary in cash
or equity, in its discretion. Any equity paid to satisfy the amount of accrued salary shall be issued using a Company valuation
of $40,000,000, rather than the pre-money or post-money valuation for the IPO.


 


2.             Any
stock issued to Pridgen shall be considered issued immediately before the IPO, such that Pridgen shall receive any equity after
any dilution occurring to the pre-existing investors in the Company, other than any dilution resulting from the issuance of stock
to new investors in the IPO or from exercise of warrants, which dilution shall apply to Pridgen” s stock.


 


3.             If
the Company elects to pay any portion of the accrued salary in cash, then the cash portion of the accrued salary payment shall
be paid to Pridgen within 30 days of the IPO.


 


4.             If
in dispute, the calculation of the amount of the payment, including the value of stock issued to Pridgen, shall be made by Barfield,
Murphy, Shank & Smith, LLC. Such valuation shall be based on the market value of the public stock issued to the investors,
without any discounts applied for blockage, restrictions on sale, etc., to simplify the calculation.


 


5.             In
the case the company decides to call off the IPO or raise the required capital privately, Pridgen”s accrued salary shall
be paid under the original terms of such payment as described in Section 4. 7 of the First Amendment to the Amended and Restated
Operating Agreement of the Company, entered into May 31, 2018.


 


6.             The
agreement entered into between Pridgen and the Company with Advisory Committee in its Meeting on May 6, 2014 shall apply to the
payment of the accrued salary. Pridgen received an advance on his salary in the amount of $100,000. That amount will be offset
against the payment, and Pridgen will have the option of setting it off against the cash portion or the stock portion of the accrued
salary payment, if the Company elects to pay the accrued salary through cash and equity.


 


 






     


     


    

 


7.             This
Agreement shall be governed by laws of the state of Alabama, without regard to conflicts of law principles requiring the application
of the laws of any other state or jurisdiction. The Parties agree to submit to the jurisdiction and venue of courts located in
Tuscaloosa County, Alabama for any lawsuit involving this Agreement.


 


8.             This
Agreement may be executed and accepted in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


 


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IN WITNESS WHEREOF, the undersigned have
hereunto set their hands or caused their duly authorized representative to execute this agreement on their behalf under seal effective
as of the day and date first printed above.


 


	 	INNOVATIVE MED CONCEPTS, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Greg Duncan	 
	 	Name: Greg Duncan	 
	 	Title: Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	/s/ Dr. William L. Pridgen	 
	 	Dr. William L. Pridgen, individually	 



 


 



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