Exhibit
10.16(a)


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS


EXHIBIT
BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE


COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


TEXT
OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]


 


Brooklyn
Immunotherapeutics LLC


 


_________,
2018


 


Dear
Ronald Guido:


 


We
are pleased to offer you the position of Senior Vice President, Regulatory Affairs and Quality Systems, with Brooklyn Immunotherapeutics
LLC, a Delaware limited liability company (the “Company”), with appropriate responsibilities for such role.
This letter will set forth the economic and key employment conditions of our employment offer, all of which terms are conditional
on your signing and delivering a copy of this letter and the Employee Non- Disclosure, Non-Competition and Assignment of Inventions
Agreement attached as Attachment A to this letter (the “Non-Disclosure Agreement”).


 


1.
Salary. You will earn a base compensation of $275,000 per annum, which shall cover all hours worked, payable in the manner
that salary is paid by the Company to employees generally, and subject to customary tax deductions. Your salary will be reviewed
annually and any upward adjustments will be within the discretion of the Company’s Board of Managers (the “Board”)
or Officers (as the case may be) consistent with the Company’s policies and based on your performance and/or contributions
to the Company.


 


2.
Bonus. You will be eligible to receive an annual performance bonus. The Company will target the bonus at 25% of your annual
salary rate. The actual bonus percentage will be subject to a reasonable and objective assessment by the Board of your performance,
as well as business conditions of the Company.


 


3.
Equity Incentives. Subject to your becoming employed by the Company and entering into an applicable Unit Restriction Agreement
(the “Equity Agreement”), you will be granted 500 Common Units of the Company (subject to approval of the Board
of the Company) on the terms and subject to the conditions in the Company’s Limited Liability Company Agreement and the
Equity Agreement.


 


4.
Benefits. You and your family members will be eligible to participate in the Company’s health and benefits plans
and life and disability insurance plans in accordance with the Company’s current eligibility requirements. The Company reserves
the right to terminate, in accordance with applicable law, change or modify any or all aspects of the benefits program at any
time including the right to increase the co-payment for health insurance in the future. You will receive no less than four (4)
weeks of vacation per year, as accrued in accordance with the Company’s vacation policy.


 





Brooklyn
Army Terminal, 140 58th Street, Bldg. A, Loading Dock 9, Brooklyn, NY 11220

 




    	 	 	 



    	 



    




 


5.
Termination Benefits. In the event of the termination of your employment for any reason, the Company shall pay you your
base salary through your last day of employment (the “Date of Termination”) as well as the amount of any documented
expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed (the “Accrued
Obligations”).


 


	 	(a)	In
    the event the Company terminates your employment without Cause, and provided you (i) enter into, do not revoke and comply
    with the terms of a separation agreement in a form provided by the Company which shall include a general release of claims
    against the Company and related persons and entities (the “Release”) within 60 days after the Date of Termination;
    (ii) resign from any and all positions, including, without implication of limitation, as a manager, director, trustee or officer,
    that you then hold with the Company and any affiliate of the Company; and (iii) return all Company property and comply with
    any instructions related to deleting and purging duplicates of such Company property, the Company will provide you with a
    continuation of your base salary for a nine (9) month period that immediately follows the Date of Termination (the “Severance
    Payments”).
	 	 	 
	 	(b)	In
    the event the conditions of Section 5(a) are satisfied, the applicable Severance Payments shall commence within 60 days after
    the Date of Termination and shall be made on the Company’s regular payroll dates; provided, however, that if the 60-day
    period begins in one calendar year and ends in a second calendar year, the applicable Severance Payments shall begin to be
    paid in the second calendar year. In the event you miss a regular payroll period between the Date of Termination and first
    Severance Payment date, the first Severance Payment shall include a “catch up” payment. Solely for purposes of
    Section 409A of the Internal Revenue Code of 1986, as amended, each Severance Payment is considered a separate payment.
	 	 	 
	 	(c)	In
    the event your employment is terminated as a result of your (i) death, (ii) disability, (iii) resignation, (iv) termination
    for Cause by the Company, or (v) any other termination of your employment that is not defined in Section 5(a) of this letter,
    you will be entitled to the Accrued Obligations but you will not be entitled to any Severance Payments.


 


For
purposes of this Section 5, “Cause” means: (i) conduct by you in connection with your service to the Company
that is fraudulent, unlawful, or grossly negligent; (ii) your material breach of your material responsibilities to the Company
or your willful failure to comply with lawful directives of the Company or written policies of the Company; (iii) breach by you
of your representations, warranties, covenants and/or obligations under this Agreement; (iv) material misconduct by you which
seriously discredits or damages the Company or any of its affiliates, and/or (v) your failure (non-feasance) to perform your duties
or responsibilities to the Company as determined in good faith by the Company after written notice to you and a reasonable opportunity
to cure that shall not exceed thirty (30) days.


 


	6.	Key
    Employment Conditions.




 


	 	(a)	You
    will devote your full working time, attention and energies to the business of the Company in a loyal and conscientious manner
    and to the best of your abilities and experience.


 




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	 	(b)	As
    a condition to your employment, you will enter into the Company’s Non-Disclosure, Non-Competition & Assignment of
    Inventions Agreement.


 


	 	(c)	You
    and the Company agree that any dispute arising out of or related to the employment relationship between you and the Company
    or any employee of the Company, including, but not limited to, the termination of that relationship, breach of agreement,
    and any allegations of wrongful termination, fraud, emotional distress, harassment, or unfair or discriminatory treatment
    arising under state or federal law or otherwise, shall be resolved by final and binding arbitration under the auspices of
    the American Arbitration Association, except where the law specifically forbids the use of arbitration as a final and binding
    remedy. This agreement to arbitrate waives the parties’ rights to litigate their disputes in court or receive a jury
    trial.


 


	 	(d)	Notwithstanding
    any provision contained in this letter agreement, your employment at the Company is “at will” and you or the Company
    are free to terminate the employment relationship at any time, with or without Cause of any nature and with or without notice.


 


	 	(e)	This
    offer is contingent upon approval of the Board and satisfactory completion of a pre-employment background investigation, at
    the Company’s option. This background investigation will consist of verification of previous employment and education.
    All information related to these items will be requested of you pursuant to the Company’s standard application for employment.
    If the results of the pre-employment background check are not satisfactory, or it is found that you falsified or did not disclose
    relevant information on your application, this offer of employment will be null and void.


 


IN
ACCORDANCE WITH THE FEDERAL IMMIGRATION REFORM ACT OF 1986, THIS OFFER IS CONTINGENT UPON YOUR BEING ABLE TO FURNISH THE COMPANY
WITH DOCUMENTS (I.E., SOCIAL SECURITY CARD, BIRTH CERTIFICATE, AND PHOTO ID OR PASSPORT) ON THE DAY YOU REPORT TO WORK, WHICH
WILL ESTABLISH THAT YOU ARE LEGALLY ENTITLED TO WORK IN THE UNITED STATES.


 


	7.	Commencement
    Date. The “Commencement Date” of your employment shall be ___________, 2018.




 




    	 	3	 



    	 



    

 





We
are very excited to have you join the team and become an integral part of a cutting edge immunotherapy company. If the terms of
this letter are acceptable to you, please execute the enclosed copy of this letter and return it to me via email.


 


We
look forward to a mutually rewarding relationship.





 


	 	Very
    truly yours,
	 	
	 	BROOKLYN
    IMMUNOTHERAPEUTICS LLC
	 	 
	 	By:	/s/
    Charles R. Cherington
	 	Name:
    	Charles
    R. Cherington 
	 	Title:	Manager


 


	AGREED
    TO AND ACCEPTED BY:	 	 
	EMPLOYEE:	 	 
	 	 	 	 
	Ronald
    Guido	 	 
	(print
    or type name)	 	 
	 	 	 
	Signature:	/s/
    Ronald Guido	 	Date:
    10/30/2018
	Name:
    	Ronald
    Guido	 	 


 




    	 	4	 



    	 



    

 





ATTACHMENT
A


 


BROOKLYN
IMMUNOTHERAPEUTICS LLC

EMPLOYEE NON-DISCLOSURE, NON-COMPETITION

AND ASSIGNMENT OF INVENTIONS AGREEMENT


 


[*
* *]


 






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