Exhibit
10.16


 


EMPLOYMENT
AGREEMENT


 


AGREEMENT,
dated as of August 20, 2018, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and the Executive
identified on Exhibit A attached hereto (the “Executive”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with
him, upon the terms and conditions herein set forth; and


 


WHEREAS,
the Executive desires to be employed by the Company upon such terms and conditions;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending
to be bound, hereby agree as follows:


 


1.
APPOINTMENT AND TERM


 


Subject
to the terms hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all
in accordance with the terms and conditions set forth herein, for a period commencing on the date hereof (the “Commencement
Date”) and ending on the date (the “Expiration Date”) set forth in Exhibit A, unless the parties mutually agree
in writing upon a later date.


 


2.
DUTIES


 


(a)
During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented
by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours
to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such
powers as may be assigned to or vested in him by the Board of Directors of the Company (the “Board”), such duties
to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shall use his diligent efforts
to promote the interests of the Company and to maintain and promote the reputation thereof.


 


(b)
The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing
of the Board) be directly or indirectly engaged or concerned or interested in any other business activity that competes with the
Company. All other investments or engagements shall not impair the ability of the Executive to discharge fully and faithfully
his duties hereunder.


 


(c)
Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic,
charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company.


 




    	 	 	 



     

    

 


(d)
The Executive shall be based in a city agreed upon with other management, with Miami, Florida, being the preference, except for
required travel on the Company’s business.


 


3.
REMUNERATION


 


(a)
As compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at
the annual rate set forth in Exhibit A. This amount shall be payable in equal periodic installments in accordance with the usual
payroll practices of the Company.


 


(b)
Except as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additional
compensation, remuneration or other payments from the Company.


 


4.
FRINGE BENEFITS


 


The
Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered
by the Company to its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan.


 


5.
VACATION


 


The
Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays)
during each contract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually
agreed between the Executive and the Company.


 


6.
REIMBURSEMENT FOR EXPENSES


 


The
Executive shall be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company
in accordance with practices and policies established by the Company.


 


7.
TERMINATION


 


(a)
This Agreement shall terminate in accordance with the terms of Section 7(b) hereof; provided, however, that such termination shall
not affect the obligations of the Executive pursuant to the terms of Sections 8 and 9.


 


(b)
This Agreement shall terminate on the Expiration Date; or as follows:


 


(i)
Upon the written notice to the Executive by the Company at any time, because of the willful and material malfeasance, dishonesty
or habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s
conviction of a felony, conviction of any crime involving moral turpitude (including, without limitation, sexual harassment) related
to or affecting the performance of his duties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against
the Company.


 




    	2



    	 



    

 


(ii)
In the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of his
hereunder for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate
during any period of twelve (12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be.
The Executive agrees, in the event of any dispute under this Section 7(b)(ii), and after written notice by the Board, to submit
to a physical examination by a licensed physician practicing near the Executive as selected by the Board, and reasonably acceptable
to the Executive.


 


(iii)
In the event the Executive dies while employed pursuant hereto, on the day in which his death occurs.


 


(c)
If this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the
date of termination including, without limitation, the compensation and benefits described herein, except as set forth in Exhibit
A.


 


(d)
In the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond
the Expiration Date, the Company agrees to provide Executive at least 60 days prior written notice of such determination, during
which time the Executive will not be required to perform any duties for the Company, and may seek alternative employment while
still being employed by the Company.


 


(e)
If there is a Change of Control (as defined below), the Executive may terminate his employment at any time within six months after
such Change of Control and the Executive shall continue to be paid pursuant to this Agreement. A Change of Control shall be deemed
to have occurred at such time as any person, other than the Company, its existing shareholders or any of its or their affiliates
on the date hereof, purchases the “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934), directly or indirectly, of 50% or more of the combined voting power of voting securities then ordinarily having the
right to vote for directors of the Company.


 


8.
CONFIDENTIAL INFORMATION


 


(a)
The Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter
(i) print, publish, divulge or communicate to any person, firm, corporation or other business organization (except m connection
with the Executive’s employment hereunder) or use for his own account any secret or confidential information relating to
the business of the Company (including, without limitation, information relating to any customers, suppliers, employees, products,
services, formulae, technology, know-how, trade secrets or the like, financial information or plans) or any secret or confidential
information relating to the affairs, dealings, projects and concerns of the Company, both past and planned (the “Confidential
Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment
with the Company (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive),
or (ii) take with him, upon termination of his employment hereunder, any information in paper or document form or on any computer-readable
media relating to the foregoing. The term “Confidential Information” does not include information which is or becomes
generally available to the public other than as a result of disclosure by the Executive or which is generally known in the regenerative
medicine business. The Executive further covenants and agrees that he shall retain the Confidential Information received or obtained
during such service in trust for the sole benefit of the Company or its successors and assigns.


 




    	3



    	 



    

 


(b)
The term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any
third party under an agreement including restrictions on disclosure known to the Executive.


 


(c)
In the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information,
the Executive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not
obtained or that the Company waives compliance with the provisions of Section 8 of this Agreement, the Executive will furnish
only that portion of the Confidential Information which is legally required.


 


9.
RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION


 


(a)
The Executive shall not, anywhere within 15 miles of an IMAC Regeneration Center, during his full term of employment under Section
1 hereof and for a period of one (1) year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof,
without the prior written consent of the Company, directly or indirectly, and whether as principal, agent, officer, director,
partner, employee, consultant, broker, dealer or otherwise, alone or in association with any other person, firm, corporation or
other business organization, carry on, or be engaged, have an interest in or take part in, or render services to any person, firm,
corporation or other business organization (other than the Company) engaged in a business which is competitive with all or part
of the Business of the Company. The term “Business of the Company” shall mean delivering regenerative and physical
medicine services.


 


(b)
The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf
or on behalf of any other person, firm, corporation or other business organization, endeavor to entice away from the Company any
person who, at any time during the continuance of this Agreement, was an employee of the Company.


 


(c)
The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf
or on behalf of any other person, firm, corporation or other business organization, solicit or direct others to solicit, any of
the Company’s customers or prospective customers (including, but not limited to, those customers or prospective customers
with whom the Executive had a business relationship during his term of employment) for any purpose or for any activity which is
competitive with all or part of the Business of the Company.


 




    	4



    	 



    

 


(d)
It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are
essential elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company
would not have entered into this Agreement. It is recognized by the Executive that the Company currently operates in, and may
continue to expand its operations throughout, the geographical territories referred to in Section 9(a) above. The Company and
the Executive have independently consulted with their respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants.


 


10.
REMEDIES


 


(a)
Without intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s
services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of
which may not be reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of any material
breach by the Executive that continues after any applicable cure period, the Company shall be entitled to equitable relief by
way of injunction or otherwise.


 


(b)
The covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be
enforceable as aforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether
based on this Agreement or otherwise. In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated
to exceed the time, geographic, product/service or other limitations permitted by applicable law in any jurisdiction , then such
provisions shall be deemed reformed in any such jurisdiction to the maximum time, geographic, product/service or other limitations
permitted by applicable law.


 


11.
COMPLIANCE WITH OTHER AGREEMENTS


 


The
Executive represents and warrants to the Company that the execution of this Agreement by his and his performance of his obligations
hereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of
any provision of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which
the Executive is or may be bound.


 


12.
WAIVERS


 


The
waiver by the Company or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.


 


13.
BINDING EFFECT; BENEFITS


 


This
Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns,
heirs and legal representatives, including any corporation or other business organization with which the Company may merge or
consolidate or sell all or substantially all of its assets. Insofar as the Executive is concerned, this contract, being personal,
cannot be assigned.


 




    	5



    	 



    

 


14.
NOTICES


 


All
notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to the person to whom such notice is to be given at his or its address set forth below,
or such other address for the party as shall be specified by notice given pursuant hereto:


 


(a)
If to the Executive, to his at the address set forth in Exhibit A.


 


and


 


(b)
If to the Company, to it at:


 


IMAC
Holdings, Inc.


2725
James Sanders Blvd.


Paducah,
KY 42001


Attention:
Chief Executive Officer


 


with
a copy to:


 


Olshan
Frome Wolosky LLP


1325
Avenue of the Americas, 15th Floor


New
York, New York 10019


Attention:
Spencer G. Feldman, Esq.


 


15.
MISCELLANEOUS


 


(a)
This Agreement and Exhibit A contain the entire agreement between the parties hereto and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement and Exhibit A may not be
changed, modified, extended or terminated except upon written amendment executed by the Executive and approved by the Board and
executed by a duly authorized officer of the Company.


 


(b)
The Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals of handbooks
or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating
to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies,
procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in
any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify
this Agreement or to create express or implied obligations of any nature to the Executive.


 


(c)
The Company shall have no obligation to actually utilize the Executive’s services; if the Company elects not to use the
Executive’s services at any time, the Company’s obligations to the Executive shall be satisfied, in all respects,
by the payment to the Executive for the balance of the term of the Executive’s employment under this Agreement, but for
a minimum period of three (3) years, the compensation provided in Section 3, plus any other amounts payable to the Executive and
the continuation of benefits under Section 4. During such remaining term of employment, the Executive will not be required to
perform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate
the terms of this Agreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation
of this Agreement.


 


(d)
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.


 


(e)
All questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed
in accordance with the laws of the state of residence and the location of full-time employment, without regard to its conflict
of law principles. If the state of full-time employment is in conflict, the Agreement shall be governed in accordance with the
laws of the State of Tennessee.


 


(f)
Any controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or
claims arising from, out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration
in Nashville, Tennessee, or the current location of the corporate headquarters, in accordance with the Employment Dispute Resolution
Rules of the American Arbitration Association, by a panel of not less than three (3) arbitrators appointed by the American Arbitration
Association. The decision of the arbitrators may be entered and enforced in any court of competent jurisdiction by either the
Company or the Executive.


 




    	6



    	 



    

 


The
parties indicate their acceptance of the foregoing arbitration requirement by initialing below:


 


	/s/ JE	 	/s/ IW
	For the Company	 	Executive


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	IMAC HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Jeff Ervin
	 	Name:	Jeff Ervin
	 	Title:	CEO


 


	 	EXECUTIVE
	 	 
	 	/s/ Ian White
	 	Name: Ian White


 




    	7



    	 



    

 


EXHIBIT
A TO THE EMPLOYMENT AGREEMENT,

DATED AS OF AUGUST 20, 2018,

BETWEEN IMAC HOLDINGS, INC. AND IAN WHITE


 


A.
For Section 1:


 


The
date referred to in Section 1 shall be August 20, 2018.


 


B.
For Section 2:


 


The
position of the Executive referred to in Section 2 shall be Chief Scientific Officer of IMAC Holdings, Inc. and President of BioFirma,
LLC.


 


C.
For Section 3(a):


 


The
annual rate referred to in Section 3(a) shall be: One Hundred Twenty Thousand dollars ($120,000.00) for the period August 20,
2018 through June 30, 2019; One Hundred Twenty-Five Thousand dollars ($125,000.00) for the period July 1, 2019 through June 30,
2020; and One Hundred Thirty Thousand dollars ($130,000.00) for the period July 1, 2020 through June 30, 2021.


 


D.
For Section 3(b):


 


In
addition to the compensation referred to in Section 3(a), the Executive shall:


 


	 	●	be reimbursed
    $100.00 per month for the business use of his personal cell phone; and
	 	 	 
	 	●	receive a signing bonus
    of $30,000.00 within the first three months of the Commencement Date.


 


The
Executive will receive a stock option award for the purchase of 100,000 shares of stock in accordance with the stock option plan,
pending approval from the board of directors.


 


The
Executive will retain thirty percent (30%) ownership in BioFirma, LLC and receive annual dividends if available in accordance
with the BioFirma, LLC Bylaws and governing Operating Agreements.


 


E.
For Section 4:


 


The
Health Insurance and Other Company Paid Fringe Benefits for the Executive shall include:


 


A
$500 per month reimbursement for health insurance, which will terminate upon the adoption of a company-wide health insurance policy.
Standard eligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance
requirements.


 


The
Company will allow for complementary regenerative medicine treatments for the Executive and immediate family during the Term of
this Agreement, within reason.


 




    	8



    	 



    

 


The
Company will assume and pay for expenses including and related to professional association fees, within reason and within the
course of normal business.


 


F.
For Section 5:


 


The
length of vacation referred to in Section 5 shall be three (3) weeks. Vacation not taken during any calendar year may be carried
forward as follows: up to one (1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week
may be carried forward cumulatively.


 


G.
For Sections 7 and 15(c):


 


In
the case of termination pursuant to Section 7(b)(ii), the Executive will receive his then current salary until such time as payments
begin under any disability insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination
pursuant to Section 7(b)(iii), the Executive’s spouse will continue to receive Executive’s then current salary for
a period of six (6) months. In the case of termination pursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, his heirs
or assignees may elect to have any, or all, stock options, warrants or other grants under the Company’s Incentive Compensation
Plans to become immediately exercisable.


 


H.
For Section 14:


 


The
address of the Executive referred to in Section 14 shall be:


 


Dr.
Ian White


 


With
copies to:


 


Omar
K Ibrahem, P.A.


1001
Brickell Bay Drive, Ninth Floor


Miami,
Florida 33131




 






    	9